Annual Report 2018 年度報告 2238 股份代號: （於中華人民共和國註冊成立的股份有限公司） Important Notice 1. The Board, supervisory committee and the directors, supervisors and senior management of the Company warrant the authenticity, accuracy and completeness of the information contained in the annual report and there are no misrepresentations, misleading statements contained in or material omissions from the annual report for which they shall assume joint and several responsibilities. 2. All directors of the Company have attended meeting of the Board. 3. PricewaterhouseCoopers issued an unqualified auditors’ report for the Company. 4. Zeng Qinghong, the person in charge of the Company, Feng Xingya, the general manager, Wang Dan, the person in charge of accounting function and Zheng Chao, the manager of the accounting department (Accounting Chief), represent that they warrant the truthfulness and completeness of the financial statements contained in this annual report. 5. The proposal for profit distribution or conversion of capital reserve into shares for the reporting period as considered by the Board The Board proposed payment of final cash dividend of RMB2.8 per 10 shares (tax inclusive). Together with the cash dividend of RMB1.0 per 10 shares (including tax) paid during the interim period, the ratio of total cash dividend payment for the year to net profit attributable to the shareholders’ equity of listed company for the year would be approximately 35.66%. 6. Risks relating to forward-looking statements The forward-looking statements contained in this annual report regarding the Company’s future plans and development strategies do not constitute any substantive commitment to investors and investors are reminded of investment risks. 7. No appropriation of funds of the Company by the controlling shareholder or its related parties for non-operational activities 8. There are no guarantees granted to external parties by the Company without complying with the prescribed decision-making procedures 2 Guangzhou Automobile Group Co., Ltd. Contents Chapter 1 Definitions 4 Chapter 2 Chairman’s Statement 8 Chapter 3 Corporate Information and Major Financial Indicators 14 Chapter 4 Summary of Business 18 Chapter 5 Operation Discussion and Analysis 24 Chapter 6 Significant Events 50 Chapter 7 Report of the Directors 90 Chapter 8 Report of the Supervisory Committee 95 Chapter 9 Changes in Ordinary Shares and Information on Shareholders 101 Chapter 10 Profiles of Directors, Supervisors, Senior Management and Employees 114 Chapter 11 Corporate Governance 131 Chapter 12 Corporate Bonds 146 Chapter 13 Financial Statements 151 ANNUAL REPORT 2018 3 CHAPTER 1 Definitions 4 Guangzhou Automobile Group Co., Ltd. CHAPTER 1 Definitions I DEFINITIONS In this annual report, unless the context otherwise requires, all terms used shall have the following meaning: “Articles of Association” the articles of association of the Company, as amended from time to time “associated companies” or all entities over which the Company has significant influence but not control, “associated enterprises” generally accompanying a shareholding of between 20% and 50% of the voting rights of such entities “Board” the board of directors of the Company “China Lounge Investments” China Lounge Investments Limited, a wholly-owned subsidiary incorporated in Hong Kong “Company” or “GAC” Guangzhou Automobile Group Co., Ltd.（ 廣州汽車集團股份有限公司） “Company Law” Company Law of the PRC “CSRC” China Securities Regulatory Commission “Da Sheng Technology” Da Sheng Technology Co., Ltd. (大聖科技股份有限公司), which was incorporated on 8 June 2016 and in which the Company and Urtrust Insurance hold 60% equity interest in total “GAC BYD” Guangzhou GAC BYD New Energy Passenger Vehicle Co., Ltd.（ 廣州廣汽比亞 迪新能源客車有限公司）, an associated company incorporated on 4 August 2014 under PRC law by the Group and BYD Company Limited, and the Group holds 49% of its equity interest “GAC Capital” GAC Capital Co., Ltd. (廣汽資本有限公司), a wholly-owned subsidiary incorporated in April 2013 under PRC Law “GAC Changfeng” GAC Changfeng Motor Co., Ltd. (廣汽長豐汽車股份有限公司) (formerly known as Hunan Changfeng Motor Co., Ltd. (湖南長豐汽車製造股份有限公司)), a company incorporated in November 1996 under PRC law, in which the Company currently holds 100% equity interest “GAC Commercial” Guangzhou Automobile Group Business Co., Ltd (廣州汽車集團商貿有限公司), a wholly-owned subsidiary of the Group incorporated on 21 March 2000 under PRC law “GAC Component” GAC Component Co., Ltd. (廣汽零部件有限公司) (formerly known as Guangzhou Automobile Group Component Co., Ltd. (廣州汽車集團零部件有限 公司)), a wholly-owned subsidiary incorporated on 29 August 2000 under PRC law and jointly funded by the Group and its subsidiaries “GAC FCA” GAC Fiat Chrysler Automobiles Co., Ltd. (廣汽菲亞特克萊斯勒汽車有限公司) (formerly known as GAC FIAT Automobiles Co., Ltd. (廣汽菲亞特汽車有限公 司 )), a jointly controlled entity incorporated on 9 March 2010 under PRC law by the Company and Fiat Group Automobiles S.P.A. “GAC Finance” Guangzhou Automobile Group Finance Co., Ltd. (廣州汽車集團財務有限公司), which was incorporated in January 2017 and owned by the Company, GAMC and GAC Commercial as to 90%, 5% and 5% respectively ANNUAL REPORT 2018 5 CHAPTER 1 Definitions “GAC Hino” GAC Hino Motors Co., Ltd. (廣汽日野汽車有限公司), a jointly controlled entity incorporated on 28 November 2007 under PRC law by the Company and Hino Motors, Ltd. “GAC (HK)” Guangzhou Auto Group (Hong Kong) Limited, a company incorporated in Hong Kong, and a wholly-owned subsidiary of GAIG “GAC Honda” GAC Honda Automobile Co., Ltd. (廣汽本田汽車有限公司) (formerly known as Guangzhou Honda Automobile Co. Ltd (廣州本田汽車有限公司)), a jointly controlled entity incorporated on 13 May 1998 under PRC law by the Company and Honda Motor Co. Ltd. “GAC Mitsubishi” GAC Mitsubishi Motor Co., Ltd. (廣汽三菱汽車有限公司), a jointly controlled entity incorporated on 25 September 2012 under PRC law by the Company and Mitsubishi Motors Corporation “GAC New Energy” Guangzhou Automobile New Energy Automobile Co., Ltd. (廣汽新能源汽車有限 公司), a wholly-owned subsidiary of the Company incorporated in July 2017 under PRC law “GAC Times” GAC Times Energy Battery System Co., Ltd.（廣汽時代動力電池系統有限公 司）, which was incorporated in December 2018 and funded by the Company, GAC New Energy and Ningde Times and jointly owned by the Company and GAC New Energy as to 51% “GAC-SOFINCO” GAC-SOFINCO Automobile Finance Co., Ltd. (廣汽滙理汽車金融有限公司), a jointly controlled entity incorporated on 25 May 2010 under PRC law by the Company and Société de Financement Industriel et Commercial (SOFINCO) “GAC Toyota” GAC Toyota Motor Co. Ltd (廣汽豐田汽車有限公司) (formerly known as Guangzhou Toyota Motor Co. Ltd (廣州豐田汽車有限公司)), a jointly controlled entity incorporated on 1 September 2004 under PRC law by the Company and Toyota Motor Company “GAC Toyota Engine” GAC Toyota Engine Co., Ltd. (廣汽豐田發動機有限公司), an associated company incorporated on 24 February 2004 under PRC law by the Group and Toyota Motor Company, and the Company holds 30% of its equity interest “GAEI” Guangzhou Automobile Group Company Automotive Engineering Institute, a subsidiary of the Company, established on 29 June 2006 for the purpose of conducting research and development of the products and technology in which the Company has proprietary rights “GAIG” Guangzhou Automobile Industry Group Co., Ltd. (廣州汽車工業集團有限公司), which was a state-owned enterprise incorporated on 18 October 2000, and is the controlling shareholder of the Company “GAMC” Guangzhou Automobile Group Motor Co. Ltd. (廣州汽車集團乘用車有限公司), a wholly-owned subsidiary incorporated on 21 July 2008 under PRC law by the Group “GAMC Hangzhou” Guangzhou Automobile Group Motor (Hangzhou) Co., Ltd (廣州汽車集團乘用 車（杭州）有限公司) (formerly known as GAC Gonow Automobile Co., Ltd (廣汽 吉奧汽車有限公司)), incorporated on 8 December 2010 under PRC law, which is 100% owned by GAMC, a wholly-owned subsidiary of the Company “Group” or “GAC Group” The Company and its subsidiaries 6 Guangzhou Automobile Group Co., Ltd. CHAPTER 1 Definitions “Guang Ai” Guang Ai Insurance Brokers Limited (廣愛保險經紀有限公司) (formerly known as Guangzhou Guang Ai Insurance Brokers Limited (廣州廣愛保險經紀有限 公司)), a subsidiary incorporated on 7 June 2006 under PRC law, in which the Company directly and indirectly holds a total of 75.1% equity interest “Honda (China)” Honda Automobile (China) Co., Ltd. (本田汽車（中國）有限公司), was formerly an associated company incorporated by the Company, Honda Motor Co. Ltd. and Dongfeng Motor Company on 8 September 2003 under PRC law, and the Company held 25% of its equity interest; GAC Honda acquired 100% of its equity interest in October 2018 and it became a wholly-owned subsidiary of GAC Honda “joint venture, joint enterprise, joint venture companies under direct or indirect joint control, and the direct or jointly controlled entity” indirect joint control causes no participating party to have any unilateral control power over the economic activities of that jointly controlled entity “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time “MPV” multi-purpose passenger vehicle “PRC” or “China” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Shanghai Hino” Shanghai Hino Engine Co., Ltd. (上海日野發動機有限公司), an associated company incorporated on 8 October 2003 under PRC law. Shanghai Hino is held as to 50% by Hino Motors, Ltd., 30% by the Company and 20% by Shanghai Electric (Group) Corporation respectively “SSE” the Shanghai Stock Exchange “SSE Listing Rules” the Rules Governing the Listing of Shares on the SSE as amended from time to time “Securities Law” Securities