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长安汽车: 2008年半年度报告(英文版)
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Chongqing Changan Automobile
Company Limited
Semi-Annual Report 2008
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I. Important notes, Explaination and Catalogue
i. Important Notes
The Board of Directors& Supervisors of Chongqing Changan Automobile Co., Ltd.
(hereinafter referred to as “the Company”) , the direct ors, supervisors and senior
management guarantee that the information contained in the annual report is free
of false records, misguiding statements or significant omissions, and assume
individual and joint liabilities for the truthfulness, accuracy and integrity of the
annual report.
No director 、supervisors and senior management have raised any disagreement
with regard to the truthfulness, accuracy and completeness of the report.
Directors Mr. Wang Tingwei 、Mr. Deng Zhiyou were absent due to buiseness ,Mr. Deng
Zhiyou entrust Director Mr. Zhang Baolin to participate the meeting and take a vote.
The financial report in this reporting period is unaudited.
Chairman Mr. Yin Jiaxu, General Manager Mr. Zhang Baolin, Chief Accountant Mr. Cui
Yunjiang, and the Chief of Accountant department, Mr. Ni Erke, herein guarantee: the
truthfulness and completeness of the financial statements of this semi-annual report.
ⅱContents
I Important notes and contents 1
II General introduction of the Company 2
III Change in shares and information about shareholders 4
IV Information on directors, supervisors, senior executives 6
V Report from board of directors 7
VI Important events 15
VII Financial report 24
VIII Document for future reference 86
1
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II. General Introduction of the Company
1. The Company’s legal Chinese name: 重庆长安汽车股份有限公司
The Company’s legal English name: Chongqing Changan Automobile Company
Limited
2. Place of listing: Shenzhen Stock Exchange
Abbreviated name of the stock: Changan Automobile Changan B
Stock Code: 000625 200625
3. Registered address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing
Post code: 400023
Office Address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing
Post code: 400023
Internet Website of the Company: http://www.changan.com.cn
Email Address of the Company: cazqc@changan.com.cn
4. Legal representative of the Company: Mr. Yin Jiaxu
5. Secretaries of the Board: Mr. Cui Yunjiang, Ms. Li Jun
Address: No. 260, Ji an Xin East Road, Jiang Bei District, Chongqing
Telephone: (023) 67594009
Fax: (023) 67866055
Email address: cazqc@changan.com.cn
6. Publications for information disclosure of the Company: China Securities,
Securities Times and Hong Kong Commercial Daily
Website for information disclosure of the Company: http://www.cninfo.com.cn
Filing Location of Semiannual Report: Office of the Board of Directors
7. Key accounting data and financial indicators
Unit : (RMB )Yuan
Last reporting
This reporting
period end as on Increase/Decrease
period end as on
30 June 2008 31 December (%)
2007
Total assets 16,004,401,828 14,352,917,723 11.51%
Owner’s equity(or shareholder’s equity) 8,023,256,246 7,573,068,689 5.94%
Net assets per share 3.44 3.89 -11.57%
Reporting period Corresponding Increase/Decrease (%)
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(January-June) period of previous
year
Operation profit 445,547,520 433,945,056 2.67%
Gross profit 442,569,288 432,578,908 2.31%
Net profit 450,187,557 434,207,256 3.68%
Net profit except non-recurring loss and
453,916,815 436,226,066 4.06%
profit
Basic earnings per share 0.19 0.22 -13.64%
Diluted earning per share 0.19 0.22 -13.64%
Return rate on net assets 5.61% 5.73% -0.12%
Net cash flow from operating activities -109,701,368 1,095,056,352 -110.02%
Net cash flow from operating activities
-0.05 0.56 -108.93%
per share
Note: deduction from non-recurring profit and loss project and cash
Non-recurring profit and loss project Sum
Profit and loss arising from the disposal of
non-current assets -460,318
Government grants 5,870,000
Donation expenditure on public welfare -465,800
Gain from penalty 410,881
The others -8,332,995
Non-recurring profit and loss effect on income tax -744,558
Net effect on the non-recurring profit and loss
attributable to minority shareholders -6,468
Total -3,729,258
8. Net asset profit rate and profit index per share
Net asset profit rate Profit per share (yuan per share)
Profit in the reporting period Basic profit per Diluted profit
Apportion Average
share per share
Net profit attributed to listed
company shareholders 5.61% 5.77% 0.19 0.19
Net profit attributed to listed
company shareholder except 5.66% 5.82% 0.19 0.19
non-recurring loss and profit
9. Reconciliation of the net profits presented under the PRC accounting standards
and International Financial Reporting Standards
Unit : (RMB )Yuan
Jun.30,2008 Jan.—Jun., 2008
Account report difference adjustment chart
Net asset Net profit
Account report according to the enterprise
8,023,256,246 450,187,557
accounting rule and system under the P.R.C.
Adjustment in accordance with international
accounting rules
1. Corporation income tax reduction on the basis
-102,507,672 5,119,724
of purchasing domestic equipments
2. Payment in cash price to shareholders of A
-71,284,065
share
Workout accountant report according to the
7,849,464,509 455,307,281
international finance repot rules
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Ⅲ. Change in shareholdings and information about main shareholders
Change in shareholdings
ⅰ
Balance before Balance after
Addition and deduction(+ ,- ) during change
current change current change
Additi Bon Transferred
onal us from
Quantity Ratio issue shar accumulate others subtotal quantity Ratio
d e d fund
Ⅰ.Non-circulate
885,920,212 45.55% 157,733,852 -97,250,952 60,482,900 946,403,112 40.55%
d shares
1、State-owned
shares
2 、State-owned
legal person 885,906,240 45.55% 157,731,058 -97,250,952 60,480,106 946,386,346 40.55%
shares
3、Other
domestic 13,972 2,794 2,794 16,766
holding shares
including:
domestic
non-state legal
person shares
Domestic natural
13,972 2,794 2,794 16,766
person shares
4 、Foreign-hold
shares
including:
foreign legal
person shares
foreign natural
person shares
Ⅱ.Circulated
1,059,098,828 54.45% 231,269,956 97,250,952 328,520,908 1,387,619,736 59.45%
shares
1、Domestic
listed RMB 555,098,828 28.54% 130,469,956 97,250,952 227,720,908 782,819,736 33.54%
shares
2 、Domestic
listed foreign 504,000,000 25.91% 100,800,000 100,800,000 604,800,000 25.91%
shares
3、Oversea listed
foreign shares
4 、Others
Ⅲ. Total shares 1,945,019,040 100.00% 389,003,808 389,003,808 2,334,022,848 100.00%
Notes:
(1) During the reporting period, Company carried out the plan of capital shares
transferred and gained from capital and accumulation fund. 2 shares could be transferred
and gained every 10 shares for all the sharholders and Company’s total shares could
correspondingly be increased.
(2) During the reporting period, the Company’s non-circulated shares decreased and the
circulated shares increased because non-circulated shares are released from
non-circulation.
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ⅱ. The information on top 10 shareholders
Unit: Share
Total shareholders persons in total, among of which A share holders is 194,055 and B share holders
number 35,665
The top ten shareholders
Total number of
Name of shareholders Nature of Ratio of Total number non-circulated Pledged/ Frozen
Shareholders total share of shares shares number
shares
China South Automobile State-owned
45.55% 1,063,087,489 946,386,346 0
Co., Ltd legal person
CMBLSA RE FTIF
TEMPLETON ASIAN Foreign 1.93% 45,135,073 Unknown
GRW FD GTI 5496 legal person
CREDIT SUISSE (HONG Foreign
1.13% 26,336,655 Unknown
KONG) LIMITED legal person
DREYFUS
PIFI-DREYFUS PREMIER Foreign 0.86% 20,054,791 Unknown
GREATER CHINA legal person
Domestic
ICBC-Jinshun Changcheng
non-state 0.81% 18,983,851 Unknown
equity funds
legal person
Foreign
GAO-LING FUND,L.P. 0.65% 15,194,952 Unknown
legal person
Domestic
Industrial Bank-Industrial
non-state
Prospect mixed equity 0.61% 14,138,741 Unknown
funds owned legal
person
GUOTAI JUNAN
SECURIES HONG KONG Foreign 0.45% 10,473,435 Unknown
LIMITED legal person
Bank Of China -Franklin Domestic
Templeton Sealand non-state 0.42% 9,912,116 Unknown
Prospect Equity Fund. legal person
CORE
PACIFIC-YAMAICHI Foreign
0.33% 7,761,792 Unknown
INTERNATIONAL (H.K.) legal person
LIMITED
The top 10 holders of circulated shares
Name of shareholders Total number of circulated shares Share type
China South Automobile Co., Ltd 116,701,143 RMB ordinary share
CMBLSA RE FTIF TEMPLETON Foreign capital stock listed
ASIAN GRW FD GTI 5496 45,135,073 within China
CREDIT SUISSE (HONG KONG) Foreign capital stock listed
LIMITED 26,336,655 within China
DREYFUS PIFI-DREYFUS Foreign capital stock listed
PREMIER GREATER CHINA 20,054,791 within China
ICBC-Jinshun Changcheng equity
18,983,851 RMB ordinary share
funds
Foreign capital stock listed
GAO-LING FUND,L.P. 15,194,952 within China
Industrial Bank-Industrial Prospect
14,138,741 RMB ordinary share
mixed equity funds
GUOTAI JUNAN SECURIES HONG Foreign capital stock listed
KONG LIMITED 10,473,435 within China
Bank Of China -Franklin Templeton
9,912,116 RMB ordinary share
Sealand Prospect Equity Fund.
Foreign capital stock listed
CORE PACIFIC-YAMAICHI 7,761,792 within China
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INTERNATIONAL (H.K.) LIMITED
Among the top ten shareholders, the state-owned legal person shareholder-China South
Industries Automobile Co., Ltd. has no associated relationship with the other
Related partner shareholders in the table above, and nor is the party who agrees to act alike as stipulated
relationship of the ten in Administrative Measures on Information Disclosure Concerning Changes in
largest shareholders and Shareholdings of Listed Companies; the Company does not know whether there is
their consistant act associated relationship among the other shareholders, and nor knows whether they are
the parties who agree to act alike as stipulated in Administrative Measures on
Information Disclosure Concerning Changes in Shareholdings of Listed Companies .
ⅲ. The top 10 holders of non-circulated shares and condition of limited sale
unit: Share
Name of The number of
The number of
N shareholder shares with the Available time for the newly
o. with the condition of listing and added stock conditions of limited sale
condition of transaction available for
limited sale
limited sale listing and
The non-circulating shares should
May 26,2008 116,701,143 not be listed or transferred within
at least 24 months from the date of
having the right of listing; after
the above mentioned 24 months,
China
May 11,2009 116,701,142 its shareholders can sell the share
South
1 Automobile 1,063,087,489 through listing in Stock exchange.
The number of share for sale
Co., Ltd
should not be more than 5% of the
total within 12 months and not
May 11,2010 829,685,204 more than 10% of the total within
24 months.
ⅳ. Change of controlling shareholder and actual controllers.
During the report period, there’s no change in controlling shareholder and actual controllers.
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Ⅳ Information on Directors, Supervisors and Senior Executives
ⅰDuring the report period, there’s no change in shareholding for directors,
supervisors and senior executives.
Holding Added Deducted Holding
share
number at holding holding share
Name Position the share shares number in The Reason of Change
during this during this the end of
beginning
period period year
of year
Yin Stock capital transferred
Jiaxu Chairman 7,984 1,596 9,580 and gained from capital
Accumulation funds
Wang Stock capital transferred
Chongsh Director 7,984 1,597 9,581 and gained from capital
eng Accumulation funds
Senior Deputy Stock capital transferred
Ren
General 2,662 532 3,194 and gained from capital
Qiang
Manager Accumulation funds
ⅱ .In the report period, there are new employment or dismiss in directors,
supervisors and senior executives.
Through a vote-taking and common agreement on the fourteenth meeting of the
fourth-session Board of Director’s on January 25th 2008, Mr. Jia Tingyue was no longer
the Senior Deputy General Manager of the Company due to employment change; Mr.
Ren Qiang, Mr. Song Jia and Mr. Luo Minggang were appointed as Senior Deputy
General Manager of the Company,and Mr. Zhang Zhao was appointed as Deputy
General Manager of the Company.
The matters after the reporting period: owing to that Mr. Guo Konghui, Mr. Xia
Donglin, Mr. Wen Zongyu and Mr. Gao Zhikai successively as Independent Director of
the Company went for six years, Mr. Ouyang Minggao, Mr. Chen Chong, Mr. Wang
Zhixiong and Mr. Peng Shaobing are going to be appointed to the Independent Director
of the Company. In addition, Senior Deputy General Manager Mr. Zou Yi resigned
his position in the Company due to his employment change,Director Mr. Deng
Tengjiang and Mr. wang Tingwei plan to resign from director of board. Mr. Zhao
Luchuan and Mr. Wang Xioaxiang are chosen as the candidates for the directors of
board according to nomination of China South Industry Automobile Corporation. The
changes mentioned above are approved through vote-taking in the nineteenth meeting of
the fourth-session Board of Director’s on August 29th 2008 and need to be delivered &
approved by election in the first temporary general meeting of shareholders of the
Company for the 2008.
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Ⅴ The Report from Board of Directors
ⅠThe operation of the Company during the reporting period
1.The main business of the company
The Company is mainly engaged in the development, manufacturing and sales of
passenger cars and commercial cars. Its current products mainly include: mini-vehicle
such as Changan Star mini-commercial vehicle, Changan Brand mini-truck, Changan
sedan such as Benni, Jiexun and Zhixiang; Changan Suzuki’s Alto, Gazalle, Swift and
SX4; Changan Ford Mazda’s new Mondeo“Zhisheng”, Focus, Mazda 3, Mazda 2, SMAX
and Volvo S40 sedan; Jiangling Holding’s Landwind MPV, and sedan such as Landwind
Fenghua and Fengshang. Moreover, the Company manufactures and selles various types
of Jiangling brand engines.
2.The operation of the Company during the reporting period
In the first half of 2008 the Company overcame the suddenly arising disaster of rain &
snow, Wenchuan earthquake, flood in the China’s southern region and other serious
natural disaster, and conquered difficulties more than anticipated such as raw material
continuous rising in price, difficulty in the supply from Changan’s supplier, the slow
growth of national economy, and downturn of marketing demand; the Company united
as one, determinedly went all out in work, calmly handled and dissolved the conflict,
preferably realized the operating target of the first half year and maintained favorable
development tendency.
The Company persevered in “Plan of Course Leading” as command, further deepened
the product strategy ”taking mini-vehicle as base, taking sedan as leading and expanding
commercial-vehicle” , and solidly advanced “ Two Actions and One Project”
( “ Liangjian Action” for mini-vehicle, “Leiting Action” for self-developed sedan and
“Improvement Project” for management and human resource). On the base of
consolidating and exerting current product’s advantage, the Company in time launched
its first self-developed middle-class sedan” Zhixiang”, China’s first much more
wide-type mini-vehicle” Changan Star S460”, its HEV ”Jiexun” , Mazda 2 in notch back
and other series of new products. Mini-vehicle” Changan Starlight 4500”,
self-developed economy sedan V101 and new Ford Fiesta will in succession come into
the market and more enrich &prefect the product range of Changan automobile.
In the first half of 2008, the Company , its subsidiary companies and the jointly
operated companies produced 455,688 units of vehicles in total, with a year-on-year
increase of 19.13%; and sold 438,259 units of vehicles, with a year-on-year increase of
10.83%. Among them, 386,815 units of passenger-vehicles were sold out; 51,444 units
of commercial-vehicles were sold out. (Including the production and sale of Changan
headquarters, Hebei Changan, Nanjing Changan, Changan SUZUKI, Changan Ford
Mazda and Jiangling Holding, neutralizing unfulfilled sale backlog in Changan
headquarters).
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3.Chart of the industry or main products that account for over 10% of the
Company’s sales revenues and main operating income during the reporting period
Unit: (RMB) Yuan
The Line of Main Business
Gross Margin
Revenue Operation Cost
Ratio(%)
Industry/Product sum Increase/ sum Increase/ Ratio Increase/
Decrease Decrease Decrease
than last than last than last
year year year
Automobile
7,879,649,185 9.21% 6,555,249,330 6.84% 16.81% 12.35%
Manufacture
The Product of Main Business
Passenger Car 5,385,264,499 -1.00% 4,674,091,288 -4.06% 13.21% 26.52%
Commercial
1,220,715,487 11.19% 950,491,083 13.36% 22.14% -6.32%
Car
Other 1,273,669,199 87.97% 930,666,960 118.76% 26.93% -27.64%
4.Notes for the significant change in profit components, main business or its
structure and profit in the main business during the report period
During the report period, the investment income of the Company increased from
RMB 514,340,000 Yuan to RMB 614,850,000 Yuan, mainly because the investment
income of Changan Ford Mazda Corporation increased by RMB 48,880,000 Yuan more
than the same period of the last year and investment income of Changan Ford Mazda
Engine Corporation increased by RMB 74,870,000 Yuan more than the last year.
5.The share holding corporation whose investment income reach over 10%
(including 10%) of the Company ’s net profit
Unit: RMB Ten Thousand Yuan
Corporation name Main product Revenue Net profit
Changan Ford
Mondeo, Focus, Mazda 3, Mazda 2, 1,503,983 111,514
Mazda
SMAX and Volvo S40 sedan
Corporation
Jiangling Holding Landwind MPV, and sedan such as
39,269 7,904
Corporation Landwind Fenghua and Fengshang
ⅡOperation Result and Financial Analysis
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ⅰAssets and Liability Table
Item June 30, 2008 December 1, 2007 Growth (% )
Monetary Capital 2,326,923,203 1,583,706,500 46.93%
Project under
431,901,648 260,899,240 65.54%
Construction
Techinical Development
208,400,088 100,710,739 106.93%
Expense
Short-Term Loan 1,745,466,599 175,700,000 893.44%
Notes Payable 951,090,216 1,389,450,000 -31.55%
Non-current liability
453,345,287 784,348,767 -42.20%
due in one year
⒈Monetary capital increased by 46.93% than that at the beginning of this year
mainly because its mother company raised money and then its net cash flow increased.
⒉The project under construction increased by 65.54% than that at the beginning of
this year mainly because its mother company invested additional RMB 130,840,000
Yuan to newly build and expand plant for the whole vehicle, engine & technical-center
project.
⒊Techinical development expense increased by 106.93% than that at the beginning
of this year mainly because its mother company’s whole vehicle and engine project
during technical development stage needed additional RMB 107,690,000 Yuan for
capitalization.
⒋The short-term loan increased by 893.44% than that at the beginning of this year
mainly because its mother company had more loans.
⒌The notes payable decreased by 31.55% than that at the beginning of this year
mainly because usually the notes receivable were indorsed and transferred for goods
payment, newly issued acceptance documents decreased, among them its mother
company decreased by RMB 366,510,000 Yuan and Nanjing Changan Co. Ltd. by RMB
75,000,000 Yuan.
⒍The non-current liability due in one year decreased by 42.20% than that at the
beginning of this year mainly because its mother company returned RMB 500million
Yuan in short-term financing ticket during report period.
ⅱ Profit Table
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Item Jan. to Jun. ,2008 Jan. to Jun. ,2007 Growth (% )
Managerment expense 431,036,001 295,560,920 45.84%
Assets depreciation 118,686,653 26,617,504 345.90%
Income
7,659,497 1,122,173 582.56%
beyond operation
Expense beyond operation 10,637,729 2,488,321 327.51%
1. The management expense increased by 45.84% than that of the same period of
last year mainly because the technical development expenses of the mother company
increased by RMB 74,800,000 Yuan during the report period.
2. Assets depreciation jumped by 345.90% compared with the same period of last
year mainly because Nanjing Changan stopped manufacturing Commercial vehicle
Leimeng and Commercial vehicle CM7 die reject cost RMB 118,430,000 Yuan during
the reporting period.
3. The income and expense beyond operation respectively soared by 582.56% and
327.51% mainly because the mother company got RMB 5,820,000 subsidies for new
products and the receivable RMB 8,500,000 Yuan couldn’t be collected because of the
sale company branches and sub-branches cancellation.
ⅲ Cash Flow Table
Items Jan. to June ,2008 Jan. to June ,2007 Growth
Net cash flow of the operation -109,701,368 1,095,056,352 -110.02%
Net cash flow of the investment -133,403,234 597,330,275 -122.33%
Net cash flow by the capital-raise 986,321,305 -982,575,903 200.38%
Increased net cash and cash
743,216,703 709,810,724 4.71%
equiviralent
1. The net cash flow of operation decreased by 110.02% comapred with the same
period of last year mainly because the mother company’s distribution agents used a great
amount of acceptance draft for the vehicles payment, causing the cash from sales income
and labor offering decrease by RMB 1,948,170,000 Yuan than pervious time during the
reporting period.
2. Net cash flow of investment decreased by 122.33% than that of previous time
mainly because the mother company respectively injected another RMB 500 million
yuan and RMB 207 million Yuan into Jiangling Holding and Chang’an Ford Mazda
Motors Corporation during the reporting period.
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3. Net cash flow of capital-raising soared by 200.38% comapred with the same
period of last year mainly because the mother company raised more cash of RMB 620
million Yuan than that of previous time while the cash used to pay for loans dropped by
RMB 1.4 billion Yuan compared with the same period of last year during the reporting
period.
Ⅲ Problems, difficulties during the operation and countermeasures
ⅰThe main problems and difficulties in operation
1.The uncertainty and complexity of domestic &abroad macro-economy situation:
the growth of domestic economy was slow, the stock market and housing market
experienced downturn, and people’s consumption confidence dropped. Since April of
this year, production & sale growth for 5 successive months in China’s automotive
industry fell than the same period of last year and the month production& sale decreased
than the previous one.
2.The increase of cost-control pressure: in 2008 the Company increased about RMB
1.5 billion Yuan and profiting ability was challenged due to steel price rising, new
automotive regulations implementation, laboring law execution and international crude
oil price rising.
3.The expanding difficulty of self-developed vehicle brand: during the period of
from January to June in 2008 the domestic self-developed sedan sold 673,300 units,
which only increased by 2% comparing the same period of last year and lagged behind
the average grow rate 16% of China ’s automotive industry.
4.The imbalance of the Company ’s internal growth: there existed the development
base imbalance, the product imbalance and different brand imbalance, some brands
failing to reach anticipated target.
ⅱMain solutions adopted by the Company
General thought: to enhance the study on the macro-economic situation, understand
the current development situation correctly and rationally, strengthen the confidence,
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deal with composedly, and move & go up against difficulty; to keep away the risks
positively & solidly, to be confronted with actively and to upgrade the profiting ability.
Specific measurement:
1.To strengthen the brand construction: utilizing HEV service supplied for 2008
Beijing Olympics the Company comprehensively showed the image of self-developed
vehicle brand, well prepared new product launch, planned as a whole product progress
and reinforce product strategy adjustment according to the change of macro-economy
and competition situation.
2.To strengthen marketing & sale service: the Company focused on improving
single-unit selling ability, optimized sale network structure, increased sale network
cover rate, heightened sale network quality and vigorously expanded sale network in the
county-level.
3.To intensify the technology research and product development: centering on
energy and environment protection, the Company adjusted, deepened and carried out
technology development strategy. Gasping opportunity given by Technology Ministry
“Ten Thousand Projects ”, the Company energetically boosted Changan ’s HEV for
demonstrative operation, accelerated the new-energy car development, quickened
development & research system construction of “Four Locations, Three Countries ”,
enhanced the cooperation with college& university and other external resource, and
perfected the management system of cooperated production, study and research.
4.To strengthen the quality-control: to deeply enhance quality-control system
project (QCS project) and exert the system’s drive function.
5.To strengthen supplier purchasing management and enhance cost-control strategy:
to strengthen supplier ’s quality-control, build high-grade supplier system, improve
quality of parts & components, solidly advance the cost-control, perfect cost-control
team and system, put forth effort into improving capacity usage and ameliorate turnover
efficiency of the capital.
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6.To strengthen lean management of manufacture and logistics: to realize the
information and resource flow without obstacle among the supplier, dealer and OEM, to
well grasp mini-vehicle production capacity expansion and second-period construction
of self-developed sedan, to quicken production line building for CB10 engine project, to
upgrade logistics management and decrease operation cost.
7.To enhance the joint-investment & cooperation and upgrade internationalized
management system: to plan as one whole to manage well the production, sale and new
product launch of Ford brand and Mazda brand, to play good card of “energy
economized ”, to maintain growth tendency of key products such as Suzuki SX4,
Gazelle and Swift, to simplify, optimize and integrate the management flow making all
resources focused on the strategy for “thinness ” of management flow system.
8.To strengthen the development and management of human resource: to establish
human resource program system and employee position system on the basis of the
strategy, to put forth effort into solving the talent demand for the Company ’s fast
development, to enhance employee ’s performance management in all way and into
further development, to deepen “team-building project ”, solidly & effectively carry
out train program and provide talent for the Company ’s fast growth.
Ⅳ Investment of the company during the reporting period
1.No usage information on raised money is available during the reporting period
2.Usage information on non-raised money during the reporting period was as follows (Unit:
RMB ten thousand Yuan) :
Invested
NO. Investment project capital in 2008 Schedule Anticipated profit
The whole vehicle
1 15,147 Under onstruction
project
2 The engine project 4,767 Under construction
Included in the total
profit of the Company
3 Technical center 3,266 Under construction
4 Others 8,569 Under construction
Total 31,749
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VI Imprortant Events
Ⅰ.Company Governance
The Company has been strictly complying with the relevant law and regulations,
including the Company Law, the Securities Law, Governance Regulations of Listed
Companies, Listed Company Information Disclosure Management Method, Stock Listing
Regualtion of Shenzhen Stock Exchange , Inside Control Guide to Listed Company of
Shenzhen Stock Exchange, continuously improving the corporate governance structure of
the Company, standardizing the management and operations of the Company , established
and implemented Company Constitution., Shareholder Convention Discussion Regulation,
Regulation on Board of Directors. Regulation on Board of Supervisors, Guarantee
Management method, Management Regulations on Investment Relationship, Management
System on Information Disclosure. The actual conditions of the Company’s corporate
governance do not differ basically from those stipulated by the regulations on corporate
governance of listed companies issued by China Securities Regulatory Commission. The
governance of Company will be perfected with the devolopment of Company.
During report period, according to the notification [2008] NO.27 of China Securities
Regulations Commission, Notice about Self-Examination and Correction to Prevent
Inpropriating Capital (Notice [2008] No. 262) issued by Chongqing Securities Regulations
Commission and related meeting, the Company evaluated its management, rectification
and improvement result of 2007, carried out self-inspection and correction to prevent large
sharholders and related parties from impropriating the capital, and the relative contents
have been examined and discussed on the 18th meeting of the fourth-session board of
directors, and then be bulletined. The Company will continuously &further push its
governance establishment, strengthen the consciousness of self-discipline under judicature,
improve its normative operation level, faithfully maintain the interests of middle & small
level shareholders, and enhance the fast& healthy growth of the Company.
Ⅱ.2007 profit distribution implementation results and 2008 half-year profit
distribution plan
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1.2007 profit distribution implementation results
In the Shareholders’ General Meeting of 2007 held on April 15, 2008, profit
distribution plan for 2007 was determined that the total 1,945,019,040 shares of the
Company at the end of 2007 will be taken as the basis and 2 shares in capital reserve will
be additionally distributed to all shareholders per ten shares. The shares right registration
date of A-share gained and trandferred from capital reserve was May 30, 2008, the
ex-dividend date was June 2, 2008; the last transaction date for B-share was May 30, 2008,
the ex-dividend date was June 2, 2007, and the shares right registration date was Jun.4,
2008.
2.2008 haif-year profit distribution plan:
Neither distribution nor shares addition transferred from reserve will be implemented.
3.During report period, the Company hasn’t implemented share rights incentive
proposal.
Ⅲ. During the reporti period, the Company was not involved in any significant
litigations and arbitrations.
Ⅳ. During the reporting period, the Company did not have any significant
assets acquisition, sales and recomposing.
Ⅴ. Significant related party transactions
1. Implementation results for the related party transaction for daily operation
During the reporting period, the corresponding information of related parties,
transaction content, pricing basis and transaction price were all executed as stated in the
draft plan proposed in the 2007 Shareholder’s General Meeting (For details, see Bulletin
published by China Securities, Securities Times and Hongkong Commercial Daily on 16,
April, 2008). At the end of the report period, purchase from related parties amounted to
RMB 1,42,936 ten thousand Yuan, and sales to related parties amounted to RMB 116,827
ten thousand Yuan, and the comprehensive service amounted to RMB 9,173 ten thousand
Yuan, respectively occupying 46.58%, 44.02 % and 52.03 % to the total anticipated
amount of 2008.
Changan Minsheng APLL Logistics Co., Ltd (CMAL) provides transportation,
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distribution and storing service mainly for the Company. In 19th meeting of the fourth
directorate session on 29 August, 2008, the proposal of related party transaction with
CMAL was discussed and approved (For details see Bulletin published by China securities,
Securities Times and Hongkong Commercial Daily on 30, August, 2008). By the end of the
reporting period, the value of sevice provided by CMAL has amounted to RMB 34,200 ten
thousand Yuan, occupying 42.75% of the total anticipated amount of 2008.
Related party transaction content has no major changes compared with anticipation.
2.During the reporting period, significant related party transactions have been
reported in the notes “Related party relationship and transactions” in the financial
statements.
Ⅵ Significant Contracts and their Implementation Results
1. During the reporting period, the Company had no with other companies, nor did
other companies have trusteeship or putting out to contract with the Company. The
information that the Company leased assets of other companies or other companies leased
the assets from the Company is as follows:
For the need of operation, the Company has leased the sales building of Changan
Group with a total area of 4,560 square meters and the monthly rental is RMB 40 Yuan per
square meter; and other buliding of 37,158.1 square meters’ area with the monthly rental of
RMB35Yuan per square meter. And the Company has leased 621,157.3 square-meter land of
Chang Group with an annual rental of RMB15Yuan per square meter. The Company leased
4,863 square meters area of Changa Group as its production and office land with monthly
rental RMB 35 Yuan per square meter. And the Company leased 216,005 square meters in
Cuntan of Changan Group with annual rental RMB 15 Yuan per square meter. Changan
Group has leased the whole fifth, eighth, ninth and tenth floors of the Company’s Science
and Technology Building, with an area of 9,056 square meters and a monthly rental
RMB40Yuan per square meter.
2.Significant Guarantees
In order to support the development of car dealers and distributors, to make better
utilization of the financial tools provided by banks, to expand the channels of collecting
funds for the dealers, to strengthen the abilities of the dealers, to promote the sales of the
company products, the company has signed Automobile Sale Financial Service Network
Agreement with China Everbright Bank, China Citic Bank and Agricultural Bank of China,
and China Everbright Bank, China Citic Bank and Agricultural Bank of China will confer
certain comprehensive credit amount for the company dealer specially to open acceptance
draft of the bank. To promote the product sale of Nanjing Changan and Hebei Changan, the
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company entrusts Hebei Changan and Nanjing Changan to use part of the credit amount,
from cina Everbright Bank: Hebei Changan RMB 80,000,000 Yuan, Nanjing Changan RMB
20,000,000 Yuan ;China Citic Bank: Heibei Changan RMB 120,000,000 Yuan, Nanjing
Changan RMB 80,000,000 Yuan. Agricultural bank of China: Hebei Changan RMB
340,000,000 Yuan and Nanjing Changan RMB 160,000,000 yuan.The dealers of Hebei
Changan and Nanjing Changan utilize the rule of bank acceptance draft in the above
mentioned agreements to purchase all the types of automobiles of Hebei Changan and
Nanjing Changan, and when the bank acceptance has been expired, the dealers of Hebei
Changan or Nanjing Changan can’t give enough payment, their selling period can be
prolonged for 3 months; If the dealers of Hebei Changan or Nanjing Changan haven’t sold
out the vehicles in stock yet at the end of the prolonging period, the company will purchase
the vehicles at the agreed retrieved price and put the purchase funds into the appointed
account of Everbright Bank of China, China citic Bank and Agricultural Bank of China in
time 。Hebei Changan and Nanjing Changan promises that they will effect the same payment
to the Company within 3 days when the Company undertakes the retrieving purchase
obligations according to the above authorization, and they will handle the subsequent
matters related to such purchase.
The Status of using credit amount of Hebei Changan and Nanjing Changan: during the
reporting period, the dealers of Hebei Changan dealer totally used RMB 254,220 thousand
Yuan and opened RMB 466,000 thousand Yuan of bank acceptance from finance service
network bank; the dealers of Nanjing Changan dealer totally used RMB 95,150 thousand
Yuan and opened RMB 114,000 thousand Yuan of bank acceptancel of finance service
network bank. At the end of reporting, Hebei Changan dealer owed RMB 256,742.5
thousand Yuan of bank acceptance, Nanjing Changan dealer owed RMB 56,575.5 thousand
Yuan of bank acceptance.
3.Assets entrustments:
There is no entrustment or no continuous entrustment of cash management occurring in
the reporting period except for loans entrustment. According to the directorate’s decision of
Nanjing Changan on November 3, 2007, Nanjing Changan as the entruster has delivered a
trust credit of RMB 23.50 million Yuan to Lishui State-Owned Asset Holding Company
Limited through the Lishui sub-branch of Bank of China. The Above three parties signed a
24-month trust credit contract with the annual rate of 7.2% on November 28th, 2007. The
interest started to execute from November 29, 2007.
Ⅶ. Commitment
The commitments of China South Industry Automobile Co., Ltd.—the controlling
shareholder of the Company for the reform of the decentralization of the shareholding
rights:
1.To comply with laws, rules and regulations, and perform legal duty of commitment.
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2.Since the non-circulated shares are entitled to be circulated, at least they can’t be dealt with or
transferred within 24 months. At the expiration of 24 months, the shareholders of non-circulated shares
can sell the shares in stock exchange in amount of no more than 5% of total within 12 months, and no
more than 10% of total within 24 months.
3.After the reform of non-tradable shares, the Company performs the scheme of incentive share
awards for the management according to relative government regulation.
Ⅷ The Company Holding Shares of other Listed Company and Non-Listed
Financial Company or Company to Be Listed
1.At the end of reporting period, Company holds the 15.39% share of China South Industries
Group Corp., initial investment capital cost is RMB 80,000 thousand Yuan and the account price at the
end of reporting period is RMB 80,000 thousand Yuan.
2. In the end of reporting period, the Company held 1.07% shares of South-western Securities Co.,
Ltd. (Hereafter referred to as " South-western Securities "). According to the requirement of
Chongqing municipal government on the Southwest Securities’ reform and recombination, the
Company signed Share Entrustment Agreement with Chongqing Yufu Asset Management Co. Ltd that
is a state-owned company under the Chongqing municipal government, entrusting Chongqing Yufu
Asset Management Co. Ltd to manage the shares held by Changan in Southwest Securities.
At present Southwest Securities is planning to complete the listing of bond with shares increased
by means of borrowing Chongqing Changjiang Water Transportation Co., Ltd. (referred to as
Changjiang Water Transportation). The Company exchange the new shares of Changjiang Water
Transportation with the shares of Southwest Securities held (total financial contribution RMB25
million and 1.07% in registered capital before the restructuring of Southwest Securities).
1,658,997,062new shares of Changjiang Water Transportation are used to replace all shares of
Southwest Securities, that is to say, stockholders of Southwest Securities can get 0.71 share of
Changjiang Water Transportation for each RMB1 of Southwest Securities in return. Then after
restructuring of Southwest Securities, the Company becomes the stockholder of Changjiang Water
Transportation with 17,750,000 shares and 0.932% in general capital. The above proposal will be put
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in the China Securities Supervisory Management Committee and related departments for approval.
IX. Special Illustration and Independent Opinion on Capital Flow with the
Related Parties and External Guarantees from the Company’s Independent
Directors
Independent directors Mr. Guo Konghui, Mr. Xia Donglin, Mr. Wen Zongyu, Mr. Gao
Zhikai and Mr. Liu Wei extended their special illustration and independent opinions on
capital flow with related parties and external guarantees:
According to related documents issued by China Securities Regulatory Commission
such as the Notice on Regulating Capital Flow between Listed Companies and Related
Parties and the External Guarantees( [2003] No.56 ) and Notice on Regulating Listed
Companies’ External Guarantees( [2005] N0.120 ), and Guidelines of Establishing
Independent Director Institutions in Listed Companies, the Regulations for the
Governance of Listed Companies, after serious examination on the guarantees and capital
flow until the end of reporting period, the Company released the special illustration and
independent opinions as follows :
1.The company has strictly controlled the risks of guarantees with no law-violating
assurance in the reporting period.
2.During the reporting period, the capital flows with related parties were normal
operating exchanges, and no controlling shareholder and its subsidiaries occupied funds.
X. The 2008 semi-annual financial report of the Company is unaudited.
XI. Other Important Items
1.During the reporting period, neither the Company nor its Director, supervisors, senior
management staffs and the actual share-controlling personnel/company were investigated by
authorities, dealt with compulsion measure by Justice discipline inspect authority, handed over to
Justice authority or looked into criminal liability, or checked by China Securities Regulatary
Committee, punished by China Securities Regulatory Commission, prohibited into Securities market,
or publicly criticized by other authorities, regarded impropriety person, punished by other
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administration authorities and publicly condemned by Securities Exchange.
2.The Survey,Reporting Material Gathering and other relative situations taking place in the
Company during the reporting period
During the reporting period, the Company has received the survey and production line visit from
domestic and overseas fund management company, securities company, investment institute and so on.
During the communication with the investors, the relevant staffs of Company have strictly followed
the regulation of Shenzhen Stock and Exchange’s instruction for Information Fair Release for Listed
Companies and Investors Relationship Management System of the company, did not selectively or
privately release, reveal or disclose non-public important information to special persons or companies,
guaranteeing the fairness of information release.
Registration Table of Survey, Communication, Reporting Material Gathering and Other Activities
Taking place in the Company during the reporting period
Main Discussion Content and
Reception Date Reception Venue Manner Visitors Provided Documentation
East Huili
Chongqing Plant, On-Site Assets
Jan. 29, 2008 Changan Ford Plant Visiting
Mazda. Survey Management
Co., Ltd.
ChangFeng
Chongqing Plant,
Capital
Changan Ford On-Site Plant Visiting
Jan. 31, 2009 Investment
Mazda. Survey
Company
Meeting Room, On-Site CITIC Securities Automotive Industry Development,
April 1, 2009 Changan Company’s Business and Visiting
Headquarters Survey Co., Ltd Plant
Meeting Room, On-Site First State Asset Automotive Industry Development,
May 7, 2008 Changan Management Company’s Business and Visiting
Headquarters Survey Company Plant
Meeting Room, On-Site American Automotive Industry Development,
May 14, 2008 Changan General Fund Company’s Business and Visiting
Headquarters Survey Management Co. Plant
The Securities
Meeting Room, On-Site of Guangzhou Automotive Industry Development,
May 15, 2008 Changan Company’s Business and Visiting
Headquarters Survey Development Plant
Bank
Meeting Room, On-Site China’s Bank Automotive Industry Development,
May 20, 2008 Changan International Company’s Business and Visiting
Headquarters Survey Securities Plant
V. Index for Other Information Announcement
Announcements of the Company were all published in the China Securities, Security
Times and Hongkong Commercial Daily, and also could be accessed at
Http://www.cninfo.com.cn .
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1. Bulletin of production and sale of Dec, 2007 published on Jan, 8, 2008. The
announcement No: 2008-1.
2. Resolution report announcement on the Thirteenth Meeting of the Fourth Session
Borad of Director Session published on Jan. 12, 2008. The announcement No: 2008-2
3. Foreign Investment announcement published on Jay, 12, 2008. The announcement
No: 2008-3.
4. Resolution report announcement on the Thirteenth Meeting of the Fourth Session
Borad of Director Session published on Jan. 26, 2008. The announcement No: 2008-4
5. Bulletin of production and sale of Jan, 2008 published on Feb, 13, 2008. The
announcement No: 2008-5.
6. Resolution report announcement on the Fifteenth Meeting of the Fourth Session
Borad of Director Session published on Feb. 15, 2008. The announcement No: 2008-6
7. The Clarification Announcement of Board of Directors published on Feb, 29, 2008.
The announcement No: 2008-7.
8. Bulletin of production and sale of Feb, 2008 published on Mar, 5, 2008. The
announcement No: 2008-8.
9. 2007 annual report summary, Resolution report announcement on the Sixteenth
Meeting of the Fourth Session Borad of Director Session and etc. published on Mar, 26,
2008. The announcement No: 2007-9、2008-10、2008-11、2008-12、2008-13、2008-14
10. Bulletin of production and sale of Mar, 2008 published on Apr, 4, 2008. The
announcement No: 2008-15.
11. Resolution report announcement of 2007 annual shareholder conference published
on Apr, 26, 2008. The announcement No: 2008-16
12. The first quarter report of 2008 published on Apr. 29, 2008. The announcement
No: 2008-17
13. Bulletin of production and sale of Apr, 2008 published on May, 6, 2008. The
announcement No: 2008-18.
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14. Announcement of Board of Directors published May 14, 2008: Company not
influenced by the Wenchuan earthquake. The announcement No: 2008-19
15. Suggestive announcement of the Stock’s sale limitation release published on May,
23, 2008. The announcement No; 2009-20
16. The notice of equity capital transferred and gained from capital reserve
Implementation published on May, 27, 2008. The announcement No: 2008-21
17. The Supplementary Report of the 2007 Annual Report published on May, 31, 2008.
The announcement No: 2008-22.
18. Announcement of the major issues related to the Iran Project published on Jun, 2,
2008. The announcement No: 209-23.
19. Bulletin of production and sale of May, 2008 published on Jun, 05, 2008. The
announcement No: 2009-24.
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VII Financial report (non-audited)
i Financial statements
Chongqing Changan Automobile Company Limited
30, June 2008 Assets Balance Sheet
( Expressed in RMB Yuan )
At the end of term Beginning of term
Items Notes
Consolidated Parent company Consolidated Parent company
Current asset:
Monetary fund (五)1 2,326,923,203 1,922,251,196 1,583,706,500 1,169,325,053
Notes receivable (五)2 1,913,948,281 1,389,977,580 1,596,620,507 1,244,832,732
(五)3
603,867,386 1,229,701,644 698,386,640 1,279,366,971
Account receivable (六)1
Prepayment (五)4 355,437,575 289,657,338 370,607,759 320,766,687
Interest receivable
Other account (五)3
184,618,712 273,765,241 150,730,003 217,737,210
receivable (六)1
(五)5
1,879,868,691 1,105,804,450 1,794,682,010 942,586,744
Inventories (六)2
Non-current asset due
in 1 year
Other current asset 100,842 308,325
Total of current asset 7,264,764,690 6,211,157,449 6, 195,041,744 5,174,615,397
Non-current assets
Expired investment in
possess
Long-term receivable
Long-term share (五)6 4,603,543,195 5,436,065,084 4, 141,477,746 4,980,022,619
equity investment (六)3
Property investment
(五)7
3,195,824,034 2,764,400,948 3,381,795,003 2,841,453,391
Fixed assets (六)4
(五)8
431,901,648 351,604,847 260,899,240 220,759,019
Construction in process (六)5
Engineering material 5,677,377 5,677,377 6,279,680 6,279,680
Fixed asset disposal 616,964
Intangible assets (五)9 137,730,646 31,440,901 125,716,629 19,734,667
R&D expense (五)10 208,400,088 208,400,088 100,710,739 100,710,739
Goodwill 9,804,394 9,804,394
Long-term prepaid
4,889,186 1,530,680 3,302,027 1,620,720
expenses
Differed income tax (五)11
141,249,606 112,150,574 127,890,521 98,789,178
asset
Other non-current asset
Total of non-current
8,739,637,138 8,911,270,499 8,157,875,979 8,269,370,013
assets
Total of assets 16,004,401,828 15,122,427,949 14,352,917,723 13,443,985,410
:
Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke
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Chongqing Changan Automobile Company Limited
BALANCE SHEET
30 June 2008
(Expressed in Renminbi Yuan)
At the end of term Beginning of term
Items Notes
Consolidated Parent company Consolidated Parent company
Current liabilities
Short-term loans (五)12 1,745,466,599 1,570,000,000 175,700,000
Notes payable (五)13 951,090,216 904,940,216 1,389,450,000 1,271,450,000
Account payable (五)14 3,284,629,973 2,360,859,094 2,791,066,485 1,982,380,837
Prepayment received (五)15 779,556,997 546,160,044 749,440,571 527,982,336
Employees’ wage (五)16
76,859,699 53,962,986 106,425,055 82,331,521
payable
Tax payable (五)17 26,771,752 118,951,099 50,762,720 139,094,767
Interest payable 1,770,000 1,770,000
Other account (五)18
243,291,945 143,061,232 339,937,992 229,086,101
payable
Non-current liability
453,345,288 348,255,990 784,348,767 721,182,073
due in 1 year
Other current
liability
Total of current
7,562,782,469 6,047,960,661 6,387,131,590 4,953,507,635
liability
Non-current
liabilities
Long-term
borrowings
Bond payable
Special payable (五)20 39,494,709 39,494,709 31,232,786 31,232,786
Expected liabilities (五)19 227,157,268 185,106,261 205,137,407 175,127,623
Differed income tax
liability
Other non-recurring
42,808,434 26,738,434 41,700,000 25,628,000
liabilities
Total of non-current
309,460,411 251,339,404 278,070,193 231,988,409
liabilities
Total of liability 7,872,242,880 6,299,300,065 6,665,201,783 5,185,496,044
Owners’ equity (or
shareholders’ equity)
Practical capital
collected (or share 2,334,022,848 2,334,022,848 1,945,019,040 1,945,019,040
capital)
Capital reserves 1,500,185,785 1,677,717,416 1,889,189,593 2,066,721,224
Surplus reserves 1,018,281,748 1,018,281,748 1,018,281,748 1,018,281,748
Attributable profit 3,170,765,865 3,793,105,872 2,720,578,308 3,228,467,354
Total of owner’s
equity belong to the 8,023,256,246 8,823,127,884 7,573,068,689 8,258,489,366
parent company
Minor shareholders’
108,902,702 114,647,251
equity
Total of owners’
8,132,158,948 8,823,127,884 7,687,715,940 8,258,489,366
equity
Total of liabilities
16,004,401,828 15,122,427,949 14,352,917,723 13,443,985,410
and owners’ equity
Legal representative: Yin Jiaxu Principal in Charge of Accountancy :Cui Yunjiang Chief Accountant: Ni Erke
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Chongqing Changan Automobile Company Limited
From January to June, 2008 PROFIT STATEMENT
(Expressed in RMB Yuan)
Current term Same period last year
Items Notes
Parent Parent
Consolidated company Consolidated company
I. Total business income 7,879,649,185 5,192,654,188 7,215,222,359 4,874,717,053
(五)21
7,879,649,185 5,192,654,188 7,215,222,359 4,874,717,053
Incl. Business income (六)6
II. Total business cost 8,048,947,687 5,233,141,323 7,295,613,253 4,945,713,160
(五)21
6,555,249,330 4,292,742,336 6, 135,807,211 4,182,194,372
Incl. Business cost (六)6
(五)22
193,107,497 133,129,256 180,348,573 131,912,323
Business tax and surcharge
Sales expense 710,970,120 437,044,014 620,800,761 348,011,201
Administrative expense 431,036,001 362,161,377 295,560,920 241,355,935
Financial expenses (五)23 39,898,085 7,746,904 36,478,285 16,182,159
Asset impairment loss (五)24 118,686,653 317,436 26,617,504 26,057,168
Plus: Gains from change of
fair value (“-“ for loss)
Investment gain (“-“ for loss) 614,846,022 594,596,101 514,335,950 514,360,455
Incl. Investment gains from
affiliates
Gains from currency exchange
(“-“ for loss)
III. Operational profit (“-“ for
445,547,520 554,108,966 433,945,056 443,364,348
loss)
Plus: Non business income 7,659,497 6,762,704 1,122,173 266,358
Less: Non-business expenses 10,637,729 9,594,549 2,488,321 330,835
Incl. Loss from disposal of
473,695 473,695 1,252,459 35,534
non-current assets
IV. Gross profit (“-“ for loss) 442,569,288 551,277,121 432,578,908 443,299,871
Less: Income tax expenses -1,873,720 -13,361,396 17,174,891 -1,719,802
V. Net profit (“-“ for net loss) 444,443,008 564,638,517 415,404,017 445,019,673
Net profit attributable to the
450,187,557 564,638,517 434,207,256 445,019,673
owners of parent company
Minor shareholders’ equity -5,744,549 -18,803,239
VI. Earnings per share:
(I) Basic earnings per share 0.22 0.26 0.22 0.23
(II) Diluted earnings per share 0.22 0.26 0.22 0.23
:
Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke
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Chongqing Changan Automobile Company Limited
From January to June, 2008
CASH FLOW STATEMENT
(Expressed in RMB Yuan)
Current term Same period last year
Items
Parent Parent
Consolidated company Consolidated company
I. Net cash flow from business
operation
Cash received from sales of products
4,641,788,661 3,336,105,681 6,741,356,217 5,284,281,081
and providing of services
Tax returned 61,007,583 5,820,000 19,786,938
Other cash received from business
310,297,248 233,120,413 111,740,162 18,118,789
operation
Sub-total of cash inflow from business
5,013,093,492 3,575,046,094 6,872,883,317 5,302,399,870
activities
Cash paid for purchasing of
3,602,435,593 2,534,106,130 4, 181,765,905 2,831,845,876
merchandise and services
Cash paid to staffs or paid for staffs 311,612,340 259,358,672 346,970,847 290,306,693
Taxes paid 497,879,063 341,574,768 456, 112,128 344,496,041
Other cash paid for business activities 710,867,864 547,301,166 792,978,085 551,213,262
Sub-total of cash outflow from
5,122,794,860 3,682,340,736 5,777,826,965 4,017,861,872
business activities
Cash flow generated by business
-109,701,368 -107,294,642 1,095,056,352 1,284,537,998
operation, net
II. Cash flow generated by investing
Cash received from investment
5,637,000 5,068,403
retrieving
Cash received as investment gains 851,924,680 860,547,648 656,293,475 658,781,485
Net cash retrieved from disposal of
fixed assets, intangible assets, and 789,017 526,846 2,324,432 443,885
other long-term assets
Net cash received from disposal of 59,061,006 57,916,984
subsidiaries or other operational units
Other investment-related cash received 13,124,422
Sub-total of cash inflow due to
871,475,119 866,142,897 717,678,913 717,142,354
investment activities
Cash paid for construction of fixed
assets, intangible assets and other 287,897,553 271,189,494 105,158,455 78,927,061
long-term assets
Cash paid as investment 716,980,800 754,462,600
Net increase of loan against pledge
Net cash received from subsidiaries
15,000,000 15,000,000
and other operational units
Other cash paid for investment
190,183 190,183
activities
Sub-total of cash outflow due to
1,004,878,353 1,025,652,094 120,348,638 94,117,244
investment activities
Net cash flow generated by investment -133,403,234 -159,509,197 597,330,275 623,025,110
III. Cash flow generated by financing
Cash received as investment
Incl. Cash received as investment from
minor shareholders
Cash received as loans 1,965,897,688 1,670,000,000 776,000,000 550,000,000
Cash received from bond placing 500,000,000 500,000,000
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Other financing-related cash received -6,708,853
Subtotal of cash inflow from financing
1,965,897,688 1,670,000,000 1,269,291,147 1,050,000,000
activities
Cash to repay debts 927,178,892 600,000,000 2,199,900,000 2,000,000,000
Cash paid as dividend, profit, or
52,397,491 50,270,018 51,967,050 41,345,325
interests
Incl. Dividend and profit paid by 2,000,000
subsidiaries to minor shareholders
Other cash paid for financing activities
Subtotal of cash outflow due to
979,576,383 650,270,018 2,251,867,050 2,041,345,325
financing activities
Net cash flow generated by financing 986,321,305 1,019,729,982 -982,575,903 -991,345,325
IV. Influence of exchange rate
alternation on cash and cash
equivalents
V. Net increase of cash and cash
743,216,703 752,926,143 709,810,724 916,217,783
equivalents
Plus: Balance of cash and cash
1,583,706,500 1,169,325,053 1,772,579,895 1,303,038,812
equivalents at the beginning of term
VI. Balance of cash and cash
2,326,923,203 1,922,251,196 2,482,390,619 2,219,256,595
equivalents at the end of term
:
Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke
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Chongqing Changan Automobile Company Limited
30 June 2008 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in Renminbi Yuan)
Amount of Current term
Owners’ Equity Attributable to the Parent Company
Items Less:
Shares Common Retained Minor Total of
Share capital Capital in Surplus risk profit Others shareholders’ owners’
reserves stock reserves provision equity equity
I. Balance at the end of
last year 1,945,019,040 1,889,189,593 1,018,281,748 2,720,578,308 114,647,251 7,687,715,940
Plus: Change of accounting
policy
Correcting of previous
errors
II. Balance at the
beginning of current year 1,945,019,040 1,889,189,593 1,018,281,748 2,720,578,308 114,647,251 7,687,715,940
III. Changed in the
current year (“-“ for
decrease) 389,003,808 -389,003,808 513,396,051 -39,622,184 473,773,867
(I) Net profit 513,396,051 -39,622,184 473,773,867
(II) Gains/losses accounted
into owners’ equity directly
1. Change in fair value of
sellable financial assets,
net
2. Influence of change in
other owners’ equity of
invested enterprises on
equity basis
3. Influence of income tax
related to owners’ equity
items
4. Others
Total of (I) and (II) 513,396,051 -39,622,184 473,773,867
(III) Investment or
decreasing of capital by
owners
1. Capital inputted by
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owners
2. Amount of shares paid
and accounted as owners’
equity
3. Others
(IV) Profit allotment
1. Providing of surplus
reserves
2. Common risk provision
3. Allotment to the owners
(or shareholders)
4. Others
(V) Internal transferring of
owners’ equity 389,003,808 -389,003,808
1. Capital reserves
transferred to share capital 389,003,808 -389,003,808
2. Surplus reserves
transferred to share capital
3. Making up losses by
surplus reserves
4. Others
IV. Balance at end of this
year 2,334,022,848 1,500,185,785 1,018,281,748 3,233,974,359 75,025,067 8,161,489,807
:
Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke
Chongqing Changan Automobile Company Limited
30 June 2008 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in Renminbi Yuan)
Amount of Same period Last Year
Owners’ Equity Attributable to the Parent Company
Items Less:
Shares Common Retained Minor Total of
Share capital Capital in Surplus risk profit Others shareholders’ owners’
reserves stock reserves provision equity equity
I. Balance at the end of
last year 1,620,849,200 1,858,277,824 1,018,281,748 2,475,105,128 157,398,438 7,129,912,338
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Plus: Change of accounting
policy
Correcting of previous
errors
II. Balance at the
beginning of current year 1,620,849,200 1,858,277,824 1,018,281,748 2,475,105,128 157,398,438 7,129,912,338
III. Changed in the
current year (“-“ for
decrease) 324,169,840 30,911,769 245,473,180 -42,751,187 557,803,602
(I) Net profit 666,893,972 -32,921,192 633,972,780
(II) Gains/losses accounted
into owners’ equity directly 30,911,769 30,911,769
1. Change in fair value of
sellable financial assets,
net
2. Influence of change in
other owners’ equity of
invested enterprises on
equity basis
3. Influence of income tax
related to owners’ equity
items
4. Others 30,911,769 30,911,769
Total of (I) and (II) 30,911,769 666,893,972 -32,921,192 664,884,549
(III) Investment or
decreasing of capital by
owners -4,329,995 -4,329,995
1. Capital inputted by
owners
2. Amount of shares paid
and accounted as owners’
equity -4,329,995 -4,329,995
3. Others
(IV) Profit allotment 324,169,840 -421,420,792 -5,500,000 -102,750,952
1. Providing of surplus
reserves
2. Common risk provision
3. Allotment to the owners
(or shareholders) 324,169,840 -421,420,792 -5,500,000 -102,750,952
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3. Others
(V) Internal transferring of
owners’ equity
1. Capital reserves
transferred to share capital
2. Surplus reserves
transferred to share capital
3. Making up losses by
surplus reserves
4. Others
IV. Balance at end of this
year 1,945,019,040 1,889,189,593 1,018,281,748 2,720,578,308 114,647,251 7,687,715,940
:
Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke
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ⅱNotes to financial statements
I. Corporate information
Chongqing Changan Automobile Co., Ltd. (hereafter abbreviated as the “Company”or
“Parent Company”) taking Changan Automobile (Group) Liability Co. Ltd. (hereinafter
abbreviated as “Changan Group”) as individual initiator, with its business net asset related
to mini-vehicle & engine production and its share equity of Changan Suzuki Automobile
Co. Ltd. as converted into506,190,000 shares (B share) for investment, was established on
October 31, 1996 by issuing 250,000,000 oversea shares domestically listed for abroard
investors in the form of money-collecting. Its total share capital is RMB 756,190,000
Yuan.The Legal Representative’s Operating License issued by Chongqing Industrial and
Commercial Administrative Bureau is Yu-Jing No. 28546236-3.
Under the approval of China Securities Regulatary Committes, the Company publicly
issued 120,000,000 RMB ordinary shares (share A) on May 19, 1997. The total share
capital increased to RMB 876,190,000 Yuan.
On June 26th 1998, based on the total capital stock of 876,190,000 shares for the end
of 1997, the capital reserve is transferred into share capital, and the bonus share is 4shares
per 10 shares, then the total capital increases toRMB 1,226,666,000 Yuan.
On May 26th 2004, based on the total capital stock of 1,226,666,000 shares for the
end of 2003, 2 shares per 10 sharesare donated, and then the total capital increases to RMB
1,471,999,200 Yuan.
Under the assent of China Securities Regulatary Committes, the Company publicly
issued the 148,850,000 RMB ordinary shares (A share) on May 19, 1997. The total share
capital increases to RMB 1,620,849,200 Yuan.
The Company’s 850,399,200 ordinary shares (state-owned share, 52.47% of its total
share) held by its final control company: China South Industry Group Corporation and its
complete subsidy-Changan Automobile (Group) Liability Co. Ltd. was taken as part of
investment into China South Industry Autmobile Co. Ltd. (hereinafter abbreviated as
“China South Automobile”). On March 30, 2006 registered and acknowledged by
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Shenzhen Branch Company of China Security Register and Settlement Co Ltd. The
mentioned above 850,399,200 shares of state-owned stocks held by Changan Automobile
(Group) Liability Co. Ltd. had been transferred to China South Automobile and China
South Automobile therefore became the parent company of the Company. On May 11,
2006, the company implemented the plan of share equity restructing. As the share equity
restructing implementation ends the Company’s 738,255,200 ordinary shares held by
China South Automobile accounts for 45.55% of the Company’s total equity share.
The Company, its subsidiaries and jointly cooperated entities (hereafter abbreviated
as the “Group”) are principally engaged in the manufacture and sail of automobiles
(including sedan), the engine series and parts& components.
On May 15th, 2007, based on the total capital stock of 1,620,849,200 shares for the
end of 2006, 2 shares per 10 sharesare are donated, and then the total capital increases to
RMB 1, 945,019,040 Yuan. On April 20th 2006, the Company fetched the enterprise legal
person’s license with the registration mark of Yuzhi No 5000001805570.
On April 15th, 2008, based on the total capital stock of 1,945,019,040 shares for the
end of 2006, the capital reserve is transferred into share capital, and the bonus share is 2
shares per 10 shares, and then the total capital increases to RMB 2,334,022,848 Yuan. Up
to the end of reporting period, capital reserve had already been transferred into share
capital.
The Company and its subsidiaries and jointly controlled entities (hereafter
collectively referred to as the “Group”) are principally engaged in the manufacture and sail
of automobiles (including sedan), the engine series and parts& components.
II. Representation regarding the preparation basis and compliance with the Accounting Standards for
Business Enterprises
The financial statements have been prepared, in accordance with the Accounting
Standards for Business Enterprises (including basic standards, specific standards,
implementation guidance and other relevant provisions; the same below) promulgated by
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the MOF in 2006.
According to the Notice of the Ministry of Finance on Publishing the “Accounting
Standard for Business Enterprises No. 1- Inventory” and other 38 Specific Standards (Cai
Kuai [2006] No. 3), the Company applied the Accounting Standards for Business
Enterprises promulgated by the Ministry of Finance in 2006 commencing from 1 January
2007.
The financial statements are presented on a going concern basis.
Ⅲ.Significant accounting policies and estimates
The financial statements of the Company and its subsidiaries (collectively “the
Group”) for the year ended 31 December 2007, are prepared based on the following
significant accounting policies and estimates set out by the Accounting Standards for
Business Enterprises.
1. Accounting year
The accounting year of the Group is from 1 January to 31 December of each calendar
year.
2. Functional currency
The Group’s functional and reporting currency is the Renminbi (“RMB”). Unless
otherwise stated, the unit of the currency is Yuan.
3. Basis of accounting and measurement basis
The Group maintains its accounting records on an accrual basis. Except for certain
financial instruments, assets are recorded at actual cost when they are acquired.
Subsequently, if the assets are impaired, the corresponding provisions should be made
accordingly. The assets invested during the restructuring of the Company, should be
recorded at the appraisal price determined by the National Assets Management
Department.
4. Business combinations
A business combination is a transaction or event that brings together two or more
separate entities into one reporting entity. Business combinations are classified into
business combinations involving entities under common control and business combinations
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involving entities not under common control.
Business combination involving entities under common control
A business combination involving entities under common control is a business
combination in which all of the combining entities are ultimately controlled by the same
party or parties both before and after the combination, and that control is not transitory.
For a business combination involving entitites under common control, the party that, on
the combination date, obtains control of another entity participating in the combination is
the acquiring party, while that other entity participating in the comb