江铃Ｂ：2017年年度报告（英文版）.PDF

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1、 1 Jiangling Motors Corporation,Ltd.2017 Annual Report March 2018 2 Chapter I Important Notes,Contents and Abbreviations Important Note The Board of Directors and its members,the Supervisory Board and its members,and the senior executives are jointly and severally liable for the truthfulness,accurac

2、y and completeness of the information disclosed in the report and confirm that the information disclosed herein does not contain any false statement,misrepresentation or major omission.Chairman Qiu Tiangao,CFO Gong Yuanyuan and Chief of Finance Department,Xie Wanzhao,confirm that the Financial State

3、ments in this Annual Report are truthful and complete.All Directors were present at the Board meeting to review this Annual Report.The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment.The investors shall pay attenti

4、on to the risk.All financial data in this report are prepared under International Financial Reporting Standards(IFRS)unless otherwise specified.The Annual Report is prepared in Chinese and English.In case of discrepancy,the Chinese version will prevail.The year 2017 profit distribution proposal appr

5、oved by the Board of Directors is as follows:A cash dividend of RMB 3.2(including tax)will be distributed for every 10 shares held based on the total share capital of 863,214,000 shares,and there is no stock dividend.The Board decided not to convert capital reserve to share capital this time.3 Conte

6、nts Chapter I Important Notes,Contents and Abbreviations.2 Chapter II Brief Introduction and Operating Highlight.4 Chapter III Operating Overview.6 Chapter IV Management Discussion and Analysis.7 Chapter V Major Events.16 Chapter VI Share Capital Changes&Shareholders.26 Chapter VII Preferred Shares.

7、30 Chapter VIII Directors,Supervisors,Senior Management and Employees.30 Chapter IX Corporate Governance Structure.40 Chapter X Corporate Bond.47 Chapter XI Financial Statements.47 Chapter XII Catalog on Documents for Reference.48 Abbreviations:JMC,or the Company Jiangling Motors Corporation,Ltd.JMH

8、 Jiangling Motor Holding Co.,Ltd.Ford Ford Motor Company CSRC China Securities Regulatory Commission JMCG Jiangling Motors Company(Group)JMCH JMC Heavy Duty Vehicle Co.,Ltd.EVP Executive Vice President CFO Chief Financial Officer VP Vice President 4 Chapter II Brief Introduction and Operating Highli

9、ght 1.Companys Information Shares name Jiangling Motors,Jiangling B Shares Code 000550,200550 Place of listing Shenzhen Stock Exchange Companys Chinese name 江铃汽车股份有限公司 English name Jiangling Motors Corporation,Ltd.Abbreviation JMC Company legal representative Qiu Tiangao Registered Address No.509,No

10、rthern Yingbin Avenue,Nanchang City,Jiangxi Province,P.R.C Postal Code of Registered Address 330001 Headquarters Address No.509,Northern Yingbin Avenue,Nanchang City,Jiangxi Province,P.R.C Postal Code of Headquarters Address 330001 Website http:/ E-mail 2.Contact Person and Method Board Secretary Se

11、curities Affairs Representative Name Wan Hong Quan Shi Address No.509,Northern Yingbin Avenue,Nanchang City,Jiangxi Province,P.R.C No.509,Northern Yingbin Avenue,Nanchang City,Jiangxi Province,P.R.C Tel 86-791-85266178 86-791-85266178 Fax 86-791-85232839 86-791-85232839 E-mail 3.Information Disclosu

12、re and Place for Achieving Annual Report Newspapers for information disclosure China Securities,Securities Times,Hong Kong Commercial Daily Website designated by CSRC for publication of JMCs Annual Report http:/ Place for Achieving Annual Report Securities Department,Jiangling Motors Corporation,Ltd

13、.4.Changes of Registration Organization Code 913600006124469438 Changes of Controlling Shareholders On December 1,1993,JMC A shares were listed on Shenzhen Stock Exchange,while JMCG,the founder-member,was the controlling shareholder of the Company.On September 29,1995 and November 12,1998,JMC issued

14、 additional 344 million B shares totally,while,after 5 the additional B share issuance,JMCG and Ford were the controlling shareholders of the Company.On December 8,2005,the 354.176 million JMC shares held by JMCG,the former controlling shareholder,were transferred to JMH.Presently,JMH and Ford are t

15、he controlling shareholders of the Company.5.Other Information Accounting Firm Appointed by JMC for Audit Name PricewaterhouseCoopers Zhong Tian LLP(PwC Zhong Tian)Headquarters address 11th Floor,PricewaterhouseCoopers Center,202 Hu Bin Road,Shanghai City,P.R.C.Names of Signed Accountants Lei Fang,S

16、hen Jie 6.Main accounting data and financial ratios Unit:RMB 000 2017 2016 Change(%)2015 Revenue 31,345,747 26,633,949 17.69%24,527,893 Profit Attributable to the Equity Holders of the Company 690,938 1,318,016-47.58%2,222,061 Net Cash Generated From Operating Activities 674,588 4,593,000-85.31%1,92

17、4,474 Basic Earnings Per Share(RMB)0.8 1.53-47.58%2.57 Diluted Earnings Per Share(RMB)0.8 1.53-47.58%2.57 Weighted Average Return on Equity Ratio 5.51%10.74%-5.23%19.56%End of Year 2017 End of Year 2016 Change(%)End of Year 2015 Total Assets 26,383,761 24,493,789 7.72%21,050,726 Shareholders Equity

18、Attributable to the Equity Holders of the Company 12,572,402 12,409,236 1.31%11,981,142 Accounting data difference between China GAAP and IFRS I.Differences in net profit and net assets in financial statements between in accordance with international accounting standards and Chinese accounting stand

19、ards Applicable Not Applicable 6 II.Differences in net profit and net assets in financial statements between in accordance with overseas accounting standards and Chinese accounting standards Applicable Not Applicable Main accounting data quarterly Unit:RMB000 Q1 Q2 Q3 Q4 Revenue 8,155,676 7,510,800

20、6,768,706 8,910,565 Profit Attributable to the Equity Holders of the Company 228,608 324,295 90,628 47,407 Net Cash Generated From Operating Activities-879,487-19,914-485,747 2,059,736 Chapter III Operating Overview 1.Companys Core Business during the Reporting Period JMCs core business is productio

21、n and sales of commercial vehicles,SUV and related components.JMCs major products include JMC series light truck,heavy truck,pickup and light bus;Yusheng SUV;Ford-brand light bus,MPV and SUV.The Company also produces and sells engines,castings and other components for sales to domestic and overseas

22、markets.2.Major Change of Main Assets I.Major Change of Main Assets Theres no major change of main assets during the reporting period.II.Main Overseas Assets Applicable Not Applicable 3.Core Competitiveness Analysis JMC is a sino-foreign joint venture auto company with R&D,manufacturing and sales op

23、erations.With leading position and advanced technology of commercial vehicles,JMC is China auto industry pioneer providing excellent products and solutions to smart logistics,which is certificated as a national high-tech enterprise,national innovative pilot enterprise,national enterprise technology

24、centre,national industrial design centre,national intellectual property demonstration enterprises and national automobile export base;and had been ranked among the top 100 most valuable global brands for consecutive years.On traditional business,with the support from Fords advanced technology and ma

25、nagement experience,JMCs influence over auto industry is improving steadily,7 making considerable progress both in new product development and technical equipment.Series of Ford new products such as Ford brand MPV Tourneo,Ford new Transit AT,JMC Teshun,brand new Yuhu pickup and heavy truck Weilong l

26、aunched further improved JMCs competence on R&D and manufacturing.The first JMC heavy truck Jiangling Weilong is awarded 2018 China Truck of the Year and The Most Potential Heavy Truck.The self-developed Kai Rui 800 and Yu Sheng S350 won the first prize of the Jiang Xi provincial Science and Technol

27、ogy Progress Award and Jiang Xi provincial Patent Award,which fully showed JMCs leading technology in light commercial vehicle field and self innovation capability.High standard Xiaolan manufacturing site continues to expand modern plants of vehicle,engine and frame,which will further ensure JMCs pr

28、oduct production and quality improvement.With the construction of Fushan new energy plant,JMC will deliver more new energy vehicles in the future which will lay a solid foundation for JMCs sustainable and healthy growth.While continuous consolidating the traditional advantages,JMC has been developin

29、g new business areas and innovative business models in response to the new trend of overseas and domestic industries.Participation of global smart driving competition,exploration of ADAS mass production plan and autonomous driving Demo scheme,reached strategic partnership with internet city freight

30、platform and cold chain technology companies to discover new business model and analysis and application of internet and big data.These explorations will lay the foundation for JMCs transformation into the strategic vision of to be the best partner for mobility and smart logistic solutions.Chapter I

31、V Management Discussion and Analysis 1.Summary In 2017,benefited from the stable economic growth in China,its automotive market maintains soften growth.Total sales volume was 28.88 million units,increased 3.04%compared with last year.During the reporting period,to cope with more severe competition,m

32、ore stringent regulatory requirement and intensifying cost pressures,the Company focused on quality improvement,new product development,operating cost control and production efficiency enhancement.Simultaneously,the Company introduced series of sales policy to respond the market risk.In 2017,JMC ach

33、ieved sales volume of 310,028 units,increased 10.32%compared with last year,achieved revenue of RMB 31.35 billion,increased 17.69%compared with last year,achieved net profit of RMB 0.69 billion,decreased 47.58%compared with last year.It mainly reflects:I.More R&D and exploration expense on new produ

34、ct,technology and business to improve product core competitiveness in order to conform the auto trend of intelligence,netlink,electrification and sharing;II.Marketing expense increased and sales structure changed to compete in the very challenging market brought by the new entrants of auto industry

35、and price strategy of traditional competitors.2.Core Business Analysis 8 I.Summary In 2017,JMC sales volume achieved 310,028 units,increased 10.32%compared with last year,including 108,953 units truck,72,205 units pickup,39,119 units SUV,58,601 units Transit CV and 31,150 units JMC light bus.2017 to

36、tal production volume was 311,180 units,increased 10.56%compared with last year,including 109,155 units truck,72,929 units pickup,37,744 units SUV,58,635 units Transit CV and 32,717 units light bus.JMC total sales revenue in 2017 was RMB 31.35 billion,increased 17.69%compared with last year.II.Reven

37、ue and Cost(a)Composition of Sales Revenue Unit:RMB 2017 FY 2016 FY YOY change(%)Amount Proportion(%)Amount Proportion(%)Revenue 31,345,746,762 100%26,633,948,551 100%17.69%By Industry Automobile Industry 31,345,746,762 100%26,633,948,551 100.00%17.69%By Products Vehicle 28,390,845,975 90.58%23,876,

38、058,142 89.64%18.91%Components 2,624,216,802 8.37%2,369,645,586 8.90%10.74%Material&Others 330,683,985 1.05%388,244,823 1.46%-14.83%By region China 31,345,746,762 100%26,633,948,551 100.00%17.69%(b)Reach to 10%of Revenue or Profit by Industry,Product or Region Applicable Not Applicable Unit:RMB Turn

39、over Cost Gross Margin Y-O-Y turnover change(%)Y-O-Y Cost Change(%)Y-O-Y gross margin change(points)By Industry Automobile Industry 31,345,746,762 25,045,089,962 20.10%17.69%21.50%-2.51%By Products Vehicle 28,390,845,975 22,847,921,018 19.52%18.91%22.66%-2.47%By Region 9 China 31,345,746,762 25,045,

40、089,962 20.10%17.69%21.50%-2.51%If the Companys core business scope is adjusted during the reporting period,the Companys core business data of last year need to be adjusted per the scope in this year Applicable Not Applicable (c)Whether Companys Goods Revenue Higher Than Service Revenue Yes No Indus

41、try Item Unit 2017 2016 Change(%)Automobile Sales volume unit 310,028 281,019 10.32%Production volume unit 311,180 281,463 10.56%Explanation on YOY change of over 30%Applicable Not Applicable (d)Execution of Companys Signed Major Sales Contract Applicable Not Applicable (e)Composition of Operating C

42、ost Unit:RMB Product 2017 FY 2016 FY YOY change（%）Cost Proportion(%)Cost Proportion(%)Vehicle 22,847,921,018 91.23%18,626,319,979 90.36%22.66%Components 1,892,879,763 7.56%1,718,540,492 8.34%10.14%Material&Others 304,289,181 1.21%267,862,469 1.30%13.60%(f)Whether Consolidated Scope was Changed Durin

43、g the Reporting Period Yes No (g)Major Change or Adjustment on Business,Products or Services During the Reporting Period Applicable Not Applicable (h)Main Customers and Suppliers Top 5 Customers:Total sales value to top 5 customers（RMB）3,417,252,406 Accounted for the proportion of JMCs total annual

44、turnover 10.90%Included related party transaction accounted for the proportion of JMCs total annual turnover 3.34%No.Name of the Customer Sales Value (RMB)Percentage of JMCs Total Turnover(%)10 1 Zhejiang Jiangling Motors Sales Company 1,075,680,767 3.43%2 JMCG Import&Export Co.,Ltd.1,047,618,050 3.

45、34%3 Hunan Transit Jiangling Motors Sales Company 481,531,654 1.54%4 Shanghai Keda Zhoupu Auto Sales Company 446,417,280 1.42%5 Henan Province Fushun Jiangling Motors Sales Company 366,004,655 1.17%Total 3,417,252,406 10.90%Other introduction to main customers Applicable Not Applicable JMIE is a rel

46、ated party of the Company.EVP Xiong Chunying hold the position of director of JMIE.Top 5 Suppliers:Total purchase value from top 5 suppliers（RMB）4,248,790,687 Accounted for the proportion of JMCs total annual purchase amount 18.19%Included related party transaction accounted for the proportion of JM

47、Cs total annual purchase amount 14.88%No.Name of the Supplier Purchase Value(RMB)Percentage of JMCs Total Annual Purchase Amount(%)1 Nanchang Bao-jiang Steel Processing&Distribution Co.,Ltd.943,608,096 4.04%2 Jiangxi Jiangling Chassis Company 888,703,227 3.80%3 Ford Motor Company 830,602,559 3.56%4

48、GETRAG(Jiangxi)Transmission Company 813,925,560 3.48%5 Bosch Auto Diesel System Company 771,951,245 3.31%Total 4,248,790,687 18.19%Other introduction to main suppliers Applicable Not Applicable Except Bosch Auto Diesel System Company,the other four suppliers are related parties of the Company.11 III

49、.Expense Analysis Unit:RMB000 2017 2016 YOY Change Major Changes Explanation Distribution Expenses 2,694,779 1,961,535 37.38%The Company carried out a variety of promotional activities to cope with the competitive environment where the domestic automobile market situation changed and competition int

50、ensified in 2017;the Companys variable marketing expenses increased due to higher sales volume.Administrative Expenses 2,744,600 2,498,485 9.85%Finance Income-net-239,221-219,635-8.92%IV.Research&Development In 2017,JMC continued to focus on development of new product programs.Product related spendi