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1、 Chongqing Changan Automobile Company Limited 2018 Annual Report April, 2019Chongqing Changan Automobile Company Limited 2018 Annual Report 1 Chapter 1 Important Notice, Contents, and Definitions The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Executives of our co
2、mpany hereby guarantee that no false or misleading statement or major omission was made to the materials in this report and that they will assume all the responsibilities, individually and jointly, for the trueness, accuracy and completeness of the contents of this report. The Chairman of the Board
3、Zhang Baolin, the Chief Financial Officer Zhang Deyong and the responsible person of the accounting institution (Accountant in charge) Chen Jianfeng hereby declare that the Financial Statements enclosed in this annual report are true, accurate and complete. Except the following directors, all the di
4、rectors attended the board meeting for reviewing the annual report. The name of the directors absent Positions Reasons for the absence Name of the consignee Zhu Huarong Directors Business trip Zhang Deyong Zhou zhiping Directors Business trip Zhang Dongjun Tan Xiaogang Directors Business trip Zhang
5、Deyong Liu Jipeng Independent Directors Business trip Wei Xinjiang Li Qingwen Independent Directors Business trip Pang Yong The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment. The investors shall pay attention to
6、the risk. The preplan profit distribution of the Company deliberated and approved by the Board is: taking the total shares 4,802,648,511 as of Dec. 31, 2018 as the radix, sending cash dividends of RMB 0.18 Yuan (tax included) per every 10 shares to all shareholders, and not converting capital reserv
7、e into share capital. Chongqing Changan Automobile Company Limited 2018 Annual Report 2 CONTENTS Chapter 1 Important Notice, Contents, and Definitions . 1 Chapter 2 Company Profile & Main Financial Indexes . 4 Chapter 3 Analysis of Main Business . 9 Chapter 4 Business Discussion and Analysis . 11 Ch
8、apter 5 Important Matters . 32 Chapter 6 Changes in the shareholding of the company and shareholders . 45 Chapter 7 Information about Directors, Supervisors, Senior Management and Employees . 52 Chapter 8 Corporate Governance . 66 Chapter 9 Corporate Bonds . 72 Chapter 10 Auditors Report . 73 Chapte
9、r 11 Documents for Future Reference . 208 Chongqing Changan Automobile Company Limited 2018 Annual Report 3 Definitions Items Definitions Changan Auto., the Company Refers to Chongqing Changan Automobile Company Limited South Industries Refers to China South Industries Group Co., Ltd., the Companys
10、actual controller China Changan Refers to China Changan Automobile Group Co., Ltd., old name: China South Industries automobile Co., Ltd., a subsidiary company of South Industries Changan Industry Refers to Chongqing Changan Industry (Group) Co., Ltd., old name: Changan Automobile Co., Ltd., Changan
11、 Automobile (Group) Co., Ltd., a subsidiary company of South Industries, the controlling shareholder of the Company before December, 2005 Nanjing Changan Refers to Nanjing Changan Automobile Co., Ltd., a subsidiary company of the Company Hebei Changan Refers to Hebei Changan Automobile Co., Ltd., a
12、subsidiary company of the Company Hefei Changan Refers to Hefei Changan Automobile Co., Ltd., a subsidiary company of the Company Changan Bus Refers to Baoding Changan Bus Co., Ltd. , a subsidiary company of the Company International Company Refers to Chongqing Changan Automobile International Sale
13、Service Co., Ltd. , a subsidiary company of the Company Changan Suzuki Refers to Chongqing Changan Suzuki Auto. Co.Ltd., a subsidiary company of the Company Changan Ford Refers to Changan Ford Automobile Co. Ltd,，a JV of the Company Changan Mazda Refers to Changan Mazda Automobile Co. Ltd, a JV of t
14、he Company CME Refers to Changan Mazda Engine Co. Ltd, a JV of the Company CAPSA Refers to Changan PSA Automobiles Co., Ltd，a JV of the Company Jiangling Holding Refers to Jiangling Holding Co., a JV of the Company Changan Finance Refers to Changan Auto Finance Co.Ltd Companys Joint Stock Company Fi
15、nancial Co. of CSGC Refers to Financial Co. of China South Industries Group Co., Ltd. , UPI Refers to United Prosperity (Hong Kong)Investment Co., Ltd,a subsidiary company of China Changan Hafei Group Refers to Harbin Hafei Automobile Industry Group Co., Ltd., a subsidiary company of China Changan C
16、MAL Refers to Chongqing Changan Minsheng APLL Logistics Co., Ltd, a Joint Stock Company of China Changan. Chongqing Changan Automobile Company Limited 2018 Annual Report 4 Chapter 2 Company Profile & Main Financial Indexes I. Basic Information Stock abbreviation Changan Automobile 、Changan B Stock C
17、ode 000625、200625 Listed on Shenzhen Stock Exchange Company in Chinese name 重庆长安汽车股份有限公司 Company abbreviation in Chinese name 长安汽车 Company name in English Chongqing Changan Automobile Company Limited Legal representative Zhang Baolin Registered address No. 260, East Jianxin Road Jiangbei District, C
18、hongqing Post code of the registered address 400023 Office address No. 260, East Jianxin Road, Jiangbei District, Chongqing Post code of the office address 400023 Website http:/ E-mail address . Contact Information Secretary of the Board of Directors Securities affairs representative Name Li Jun Con
19、tact address No. 260, East Jianxin Road, Jiangbei District, Chongqing TEL: 023-67594008 FAX: 023-67866055 E-mail address . Information Disclosure and Filing Site Newspaper selected by the Company for information disclosure China Securities Journal, Securities Daily and Hong Kong Commercial Daily Cho
20、ngqing Changan Automobile Company Limited 2018 Annual Report 5 Website selected by CSRC for publishing this annual report The place where this annual report is prepared and kept Secretarys Office of Board of Directors IV. Changes of Registration Information Organization Code 9150000020286320X6 Chang
21、es in the main business since the companys listing Not applicable All previous changes of dominant stockholders In Dec. 2005, according to the restructuring program on automobile business, the Companys actual controller, China South Industries Group Corporation made transferring of all state-owned s
22、hares of the Company as part of funding for China South Industries Automobile Company Limited. In March 2006, all shares held by Changan Group have been transferred to China South Industries Automobile Company Limited. China South Industries Automobile Company Limited became the majority shareholder
23、 of the Company, and Changan Group holds zero share since then. In July 2009, with the approval of State Administration for Industry and Commerce, “China South Industries Automobile Company Limited”, changed its name to “China Changan Automobile Group Co., Ltd.”. With the change of its name, no chan
24、ge occurred in its property, ownership and control relation of the Company. V. Other Relevant Information The accounting firm employed by the Company: Name of the accounting firm Ernst & Young Hua Ming LLP (Special Ordinary Partner) Address of the accounting firm Level 16, Ernst & Young Tower, Orien
25、tal Plaza, No. 1 East Chang An Avenue, Dong Cheng District, Beijing, China Name of the certified public accountant for signature Qiao Chun, Hu Yan The recommendation agency engaged by the Company executing the persistent supervision responsibilities in the reporting period Applicable Not applicable
26、The financial consultant engaged by the Company performing the duties of persistent supervision and guidance in the reporting period Applicable Not applicable Financial Consultant Address of financial consultant Name of financial consultant Supervision duration Shanghai Realize Investment Consulting
27、 Co., Ltd. No.639,Xinhua Road, Shanghai Ye Suqin September 2016 - September 2020 Chongqing Changan Automobile Company Limited 2018 Annual Report 6 VI. Summary of Accounting Data and Financial Indexes Does the company conduct the retrospective adjustment or restatement of previous years accounting da
28、ta due to changes in accounting policies or accounting errors? Yes No 2018 2017 Increase/decrease on a y-o-y basis (%) 2016 Operating revenue (Yuan) 66,298,270,389.77 80,012,205,182.37 -17.14% 78,542,441,757.19 Net profit belonging to shareholders of the listed company (Yuan) 680,728,392.03 7,137,23
29、4,723.47 -90.46% 10,285,284,120.57 Net profit belonging to shareholders of the listed company after deduction of non-recurring profit and loss (Yuan) -3,165,070,272.21 5,716,114,648.34 -155.37% 9,448,723,644.17 Net cash flow arising from operating activities (Yuan) -3,887,475,302.44 -1,123,470,776.8
30、3 -246.02% 2,286,551,305.20 Basic earnings per share (Yuan/Share) 0.14 1.49 -90.60% 2.19 Diluted earnings per share (Yuan/Share) Not applicable Not applicable Not applicable Not applicable Return on equity (ROE) (%) 1.45% 15.65% Down 14.20 Points 26.81% End of 2018 End of 2017 Increase/decrease of t
31、he end of current year compared with that of the previous year (%) End of 2016 Total assets (Yuan) 93,488,854,098.95 106,125,114,622.69 -11.91% 106,510,473,733.93 Net assets belonging to shareholders of the listed company (Yuan) 46,244,958,676.52 47,598,690,942.28 -2.84% 43,573,812,403.87 Chongqing
32、Changan Automobile Company Limited 2018 Annual Report 7 VII. The differences between domestic and international accounting standards (1).Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial reports of differences in net income
33、 and net assets. Applicable Not applicable No difference. (2). Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards. Applicable Not applicable No difference. VIII. Key financial indicators for the quarter Unit: Yuan First Qu
34、arter Second Quarter Third Quarter Forth Quarter Business income 20,010,746,940.77 15,632,085,249.27 14,208,826,200.12 16,446,611,999.61 Net profit attributable to shareholders of listing Corporation 1,391,793,407.67 217,813,171.17 -446,525,102.83 -482,353,083.98 Net profit attributable to sharehold
35、ers of the listing Corporation after deducting non-recurring gains and losses 896,758,297.55 -201,041,609.14 -711,470,154.01 -3,149,316,806.61 Net cash flows from operating activities 2,636,312,735.66 1,765,089,024.49 -3,477,552,441.10 -4,811,324,621.49 Whether or not the above mentioned financial i
36、ndicators and the total number of the company has disclosed the major difference between quarterly reports and semi-annual report Yes No IX. Non-recurring items and amounts Applicable Not applicable Unit: Yuan Item 2018 2017 2016 Non-recurring items and amounts(including accrued reversal assets impa
37、irment part) 8,561,074.73 41,774,452.23 -26,176,073.44 Government subsidies included in the profit and loss of the current period (Except closely related to business operations, in accordance with the national unified standard quota or quantitative enjoyment of government subsidies) 2,873,192,102.56
38、 1,613,343,216.59 864,258,952.35 The investment cost of the enterprise to obtain subsidiaries and joint ventures which is less than the fair value of the identifiable net assets of the investee when the investment is obtained 1,020,821,274.01 - - Except the above other operating income and expenses
39、48,285,737.46 29,262,070.84 53,570,410.76 Chongqing Changan Automobile Company Limited 2018 Annual Report 8 Interest on deferred payment of funds received by non financial enterprises 29,303,167.73 33,408,866.16 41,300,590.86 Reduction: the impact of income tax 82,007,701.31 188,136,520.19 94,404,69
40、3.21 Impact of minority shareholders equity (after tax) 52,356,990.94 108,532,010.50 1,988,710.92 Total 3,845,798,664.24 1,421,120,075.13 836,560,476.40 According to “Public offering of securities information disclosure of the companys information disclosure announcement No. 1 non-recurring gains an
41、d losses “Public offering of securities information disclosure of the companys information disclosure announcement No. 1 non-recurring gains and losses” defined non-recurring items ,and Public offering of securities information disclosure of the companys information disclosure announcement No. 1 - n
42、on-recurring gains and losses “The items listed in the non-recurring items defined as recurring items shall be explained . Applicable Not applicable The company in the reporting period does not base on the definition and listing of “Public offering of securities information disclosure of the company
43、s information disclosure announcement No. 1 non-recurring gains and losses” about non-recurring gains and losses to define a case of recurring profit or loss. Chongqing Changan Automobile Company Limited 2018 Annual Report 9 Chapter 3 Analysis of Main Business IThe main business of the Company in th
44、e reporting period Does the Company need to comply with the disclosure requirements of special industry Yes No During the reporting period, the companys main business is the R&D, manufacturing and sale of cars (including sedan and commercial vehicles), the R&D and production of automobile engine pro
45、ducts. Besides, the company integrates advantageous resources to actively develop travel services, new retail and so on and carry out multi-dimensional industrial layout. Changan automobile always adheres to the mission of leading the car civilization for the benefit of human life, and the concept o
46、f energy conservation, environmental protection, scientific and technological intelligence, vigorously develops new energy and smart cars, guides the automobile civilization by the use of scientific and technological innovation, and provides customers with high quality products and services. After y
47、ears of development, the products cover low & middle class, wide range and various series such as sedans, mini cars, buses, trucks, SUV, MPV, including the traditional fuel and new energy models, and the engine platforms from 1.5L to 2.0L. The company owns many famous brands such as Changan passenge
48、r car, Oushang automobile, Kaicheng automobile, Changan Ford, Changan Mazda, Changan SUZUKI, Changan PSA and so on. Up to now, the Company has successfully launched a series of classic brands such as Raeton CC, Eado series, Alsvin series, CS series SUV, COS1 , Oushang and Honor; a series of famous J
49、V products such as all new Focus, new Mondeo, Kuga, Edge, Axela, CX-5, CX-8, Vitara, Alivio, DS7 and so on. At the same time, we have launched new energy vehicles such as Eado EV, new Benben EV and CS75 PHEV, which are admired by the market and loved by the consumers. II. Major changes in assets 1、
50、Major changes in assets No significant changes in major assets during the reporting period 2、 Main Overseas Assets Applicable Not applicable III. Core Competence Analysis In 2018, Changan Automobile set off by zero in and officially released the Third Entrepreneurship-Innovation and Entrepreneurship