Chongqing Changan Automobile
Company Limited
2014 Annual Report
April, 2014
Chapter 1 Important Notice, Contents, and Definitions
The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Executives of
our company 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.
Other directors attended the board meeting for reviewing the annual report except for the following
director:
Name of the Director The position for the Reasons for the absence Name of the consignee
absent director
Peng Shaobing Independent Peng On Health Reasons N/A
The preplan profit distribution of the Company deliberated and approved by the Board is: taking the
total shares as of Dec. 31, 2014 as the radix, sending cash dividends of RMB 2.5Yuan (tax included)
per every 10 shares to its all shareholders, and not converting capital reserve into share capital.
Chairman of the Board Xu Liuping, the Chief Financial Officer Wang Kun and the responsible
person of the accounting institution (Accountant in charge) Hua Zhanbiao hereby declare that the
Financial Statements enclosed in this annual report are true, accurate and complete.
The prospective description regarding future business plan and development strategy in this report
does not constitute virtual commitment. The investors shall pay attention to the risk.
The report shall be presented in both Chinese and English, and should there be any conflicting
understanding of the text, the Chinese version shall prevail.
CONTENTS
Chapter 1 Important Notice, Contents, and Definitions ............................................. 1
Chapter 2 Company Profile ........................................................................................ 5
Chapter 3 Summary of Accounting Data and Financial Indexes ............................... 8
Chapter 4 Report of the Board of Directors ............................................................. 10
Chapter 5 Important Matters .................................................................................... 29
Chapter 6 Changes in the shareholding of the company and shareholders .............. 34
Chapter7 Information about Directors, Supervisors, Senior Management and
Employees ................................................................................................................... 40
Chapter 8 Corporate Governance ............................................................................. 52
Chapter 9 Internal Control ........................................................................................ 56
Chapter 10 Auditor’s Report ....................................................................................... 58
Chapter 11 Documents for Future Reference ............................................................ 203
Definitions
Changan Auto.,
Refers to Chongqing Changan Automobile Company Limited
the Company
South Industries Refers to China South Industries Group Corp. Company’s actual controller
China Changan Automobile Group Corporation, old name: China South
China Changan Refers to
Industries automobile Co., Ltd., a subsidiary company of South Industries
Chongqing Changan Industry (Group) Co., Ltd., old name: Changan Automobile
Co., Ltd., Changan Automobile (Group) Co., Ltd., a subsidiary company of
Changan Industry Refers to
South Industries, the controlling shareholder of the Company before December,
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 subsidiary company of the Company
Baoding Changan
Refers to Baoding Changan Bus Co., Ltd., a subsidiary company of the Company
Bus
International
Refers to Chongqing Changan Automobile International Sale Service Co., Ltd.
Company
CFMA Refers to Changan Ford Mazda Automobile Co.,，a JV of the Company
CFME Refers to Changan Ford Mazda Engine Co., a JV of the Company
Changan Suzuki Refers to Chognqing Changan Suzuki Auto. 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
Harbin Hafei Automobile Industry Group Co., Ltd., a subsidiary company of
Hafei Group Refers to
China Changan
Chongqing Changan Minsheng APLL Logistics Co., Ltd, a subsidiary company
CMAL Refers to
of Changan Industry
Financial Co. of
Refers to Financial Co. of China South Industries Group Corporation
CSGC
United Prosperity (Hong Kong)Investment Co., Limited ,a subsidiary company
UPI Refers to
of China Changan
Hefei Changan Refers to Hefei Changan Automobile Co., Ltd., a subsidiary company of the Company
Matrial Risk Notice
In the fourth chapter of Report of Board of Directors, the company describes the competition
pattern and development trend of the automobile industry, the company’s business plan in 2015, the
possible risks. Please refer to the relevant part. The prospective description regarding future
business plan and development strategy in this report does not constitute virtual commitment. The
investors shall pay attention to the risk.
Chapter 2 Company Profile
I. Basic Information
Stock abbreviation Changan Automobile Changan B Stock Code 000625、200625
Listed on Shenzhen Stock Exchange
Company name in
重庆长安汽车股份有限公司
Chinese
Company abbreviation in
长安汽车
Chinese
Company name in
Chongqing Changan Automobile Company Limited
English
Legal representative Xu LiuPing
Registered address No. 260, East Jianxin Road Jiangbei District, Chongqing
Post code of the registered
address
Office address No. 260, East Jianxin Road, Jiangbei District, Chongqing
Post code of the office
address
Website http://www.changan.com.cn
E-mail address cazqc@changan.com.cn
II. Contact Information
Secretary of the Board of Directors Securities affairs representative
Name Wangkun( On behalf),Lijun
No. 260, East Jianxin Road, Jiangbei
Contact address
District, Chongqing
TEL: 023-67594008，67594009
FAX: 023-67866055
E-mail address cazqc@changan.com.cn
II. Information Disclosure and Filing Site
Newspaper selected by the Company for
China Securities Journal, Securities Daily and Hong Kong Commercial Daily
information disclosure
Website selected by CSRC for publishing
www.cninfo.com.cn
this annual report
The place where this annual report is
Secretary''s Office of Board of Directors
prepared and kept
IV. Changes of Registration Information
Registered number
Registered of the corporation Tax registration Organization
Registration date
address legal person’s No. code
business license
No.309,Nanchengda
Guoshuichongzi Yujing
First registration Oct. 31,1996 dao,Nan’an District, 5000001805570
51021120286320X 28546236-3
Chongqing
No. 260, East Yuguoshuizi
Registration at the
Jianxin Road Yuzhi 50010520286320XY
end of reporting Aug. 24, 2012 20286320-X
Jiangbei District, 500000000005061 udishuizi
period
Chongqing 50010520286320X
1.In Oct. 2005, according to the restructuring program on automobile business, the
Company’s actual controller, China South Industries Group Corporation made
transferring of all state-owned shares 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
All previous changes of dominant
Limited. China South Industries Automobile Company Limited became the majority
stockholders
shareholder of the Company, and Changan Group holds zero share since then.
2. 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.”. After change of its name, its property,
ownership and control relation are without change.
V. Other Relevant Information
The accounting firm employed by the Company:
Name of the accounting firm ERNST&YOUNG Hua Ming LLP
Level 16, Ernst & Young Tower, Oriental Plaza, No. 1 East
Address of the accounting firm
Chang An Avenue, Dong Cheng District, Beijing, China
Name of the certified public accountant for signature Qiao Chun，Ai Wei
The recommendation agency engaged by the Company executing the persistant supervision responsibilities in the
report period
□ Applicable √ Not applicable
The financial consultant engaged by the Company performs the duties of persistant supervision and guidance in
the report period
□ Applicable √ Not applicable
Chapter 3 Summary of Accounting Data and Financial Indexes
I. Major Accounting Data and Financial Indexes
Unit: Yuan
Increase/decreas
2013 e on a
2014 year-on-year
basis
Before adjustment Adjusted Before adjustment Adjusted
(%)Adjusted
Operating revenue (Yuan) 52,913,332,100.83 38,481,862,261.90 39,141,703,050.19 35.18% 29,462,588,753.56 29,462,588,753.56
Net profit belonging to
shareholders of the listed 7,561,081,585.81 3,505,640,520.04 3,368,591,105.89 124.46% 1,446,409,591.28 1,446,409,591.28
company (Yuan)
Net profit belonging to
shareholders of the listed
company after deduction of 7,279,008,679.47 3,323,415,945.67 3,120,551,968.04 133.26% 1,071,948,748.07 1,071,948,748.07
non-recurring profit and loss
(Yuan)
Net cash flow arising from
3,779,921,774.57 1,832,646,224.37 1,537,154,348.43 145.90% 511,885,673.38 511,885,673.38
operating activities (Yuan)
Basic earnings per share
1.62 0.75 0.72 125.00% 0.31 0.31
(Yuan/Share)
Diluted earnings per share
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
(Yuan/Share)
12.43
Return on equity (ROE) (%) 34.20% 20.44% 21.77% Percentage 9.66% 9.66%
points Increased
Increase/decreas
End of 2013 e of End of 2012
the end of
current year
End of 2014
compared with
Before adjustment Adjusted that of Before adjustment Adjusted
the previous
year (%)
Total assets (Yuan) 69,687,352,890.82 53,364,694,275.91 54,612,107,747.02 27.60% 46,117,604,792.27 47,869,326,686.22
Net assets belonging to
shareholders of the listed
company (Owner''s equity 25,637,298,549.80 18,778,354,427.87 18,857,112,774.61 35.96% 15,512,935,348.26 15,628,743,109.15
belonging to shareholders of
the listed company) (Yuan)
II.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 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
III. Items of non-recurring profit and loss and related amounts:
Unit: Yuan
Amount of 2013
Item Amount of 2014 (Restated) Amount of 2012
Profit and loss from disposal of non-current assets (including the
-17,293,198.19 14,249,629.45 -2,659,276.68
write-off of assets depreciation reserves)
Government subsidiaries included in current profit and loss
(except those closely related with the Company, which are
339,001,795.70 234,412,047.68 402,264,192.28
enjoyed by rating or quotas according to uniform standards of the
State)
Current net gains/losses of the subsidiaries from period-begin to
consolidated date occurred from enterprise merger under the -43,390,581.51
common control
Investment income from the fair value changes of held for trading
financial assets or liabilities, and the disposal of held for trading - -332,407.00 -1,193,392.63
financial assets, liabilities or available for sale financial assets
Other non-operating revenue and expenses except the
40,605,150.13 2,181,517.38 5,351,829.85
above-mentioned items
Capital occupied income from non-financial entities 36,729,835.74 44,444,713.09 66,458,214.91
Less: Influenced amount of income tax 66,584,968.46 45,704,294.34 94,185,371.56
Amount of influence of minority shareholders’ equity (after tax) 6,995,127.07 1,212,068.41 1,575,352.96
Total 282,072,906.34 248,039,137.85 374,460,843.21
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for
Companies Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated
in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring
Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
In reporting period, the Company has no particular items defined as recurring profit (gain)/loss according to the lists of extraordinary
profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public ---
Extraordinary Profit/loss.
Chapter 4 Report of the Board of Directors
I. Overview
The effect of company product structure adjustment was obvious in 2014, the research and development capabilities continued to
improve, JV cooperation continued to deepen, and the corporate image improved significantly. In terms of the operation effect, the
company over fulf
