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Summary of Content
Geely Automobile Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code : 0175) QUALITY GEELY Annual Report 2013 香港灣仔港灣道 23 號鷹君中心 23 樓 2301 室 Annual Report 2013 Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong CONTENTS Key Figures Five Year Financial Summary 003 Editorial Chairman’s Statement 005 Management Report Performance & Governance 009 Directors and Senior Management Profiles 021 Corporate Governance Report 027 Directors’ Report 050 Accounts Independent Auditors’ Report 069 Consolidated Income Statement 071 Consolidated Statement of Comprehensive Income 072 Consolidated Statement of Financial Position 073 Consolidated Statement of Changes in Equity 075 Consolidated Statement of Cash Flows 077 Notes to the Consolidated Financial Statements 079 Our Company Directory 171 FIVE YEAR FINANCIAL SUMMARY GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2014 KEY FIGURES Five Year Financial Summary 002 Key figures Turnover Profit attributable to equity holders of the Company Equity attributable to equity holders of the Company (RMB Billion) (RMB Million) (RMB Billion) 3,000 30 20 24 15 18 10 6 5 2,500 2,000 1,500 1,000 500 0 09 10 11 12 13 0 09 10 11 12 13 0 09 10 11 12 13 FIVE YEAR FINANCIAL SUMMARY GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 KEY FIGURES Five Year Financial Summary 003 A summary of the results and the assets and liabilities of the Group for the last five financial years, as extracted from the audited financial statements, is set out below: Turnover Profit before taxation Taxation Profit for the year Attributable to: Equity holders of the Company Non-controlling interests Assets and liabilities Total assets Total liabilities Total equity Represented by: Equity attributable to equity holders of the Company Non-controlling interests 2013 RMB’000 2012 RMB’000 2011 RMB’000 2010 RMB’000 2009 RMB’000 28,707,571 3,304,182 (623,934) 2,680,248 24,627,913 2,529,077 (479,291) 2,049,786 20,964,931 2,183,208 (467,359) 1,715,849 20,099,388 1,900,323 (350,612) 1,549,711 14,069,225 1,550,460 (231,432) 1,319,028 2,663,136 17,112 2,680,248 2,039,969 9,817 2,049,786 1,543,437 172,412 1,715,849 1,368,437 181,274 1,549,711 1,182,740 136,288 1,319,028 33,599,308 (17,369,617) 16,229,691 31,379,826 (18,175,802) 13,204,024 27,596,758 (17,446,643) 10,150,115 23,974,343 (14,896,666) 9,077,677 18,802,189 (11,705,669) 7,096,520 16,068,024 161,667 16,229,691 12,886,657 317,367 13,204,024 9,582,200 567,915 10,150,115 8,021,882 1,055,795 9,077,677 6,375,613 720,907 7,096,520 For the year Turnover (RMB’000) Profit attributable to equity holders of the Company (RMB’000) Per share Basic earnings per share (RMB cents) Diluted earnings per share (RMB cents) Dividend per share (HK cents) Net asset value (NAV) per share (RMB) At year end Equity attributable to equity holders of the Company (RMB’000) Total assets (RMB’000) Borrowings (RMB’000) Number of shares in issue Share price during the year – High (HK$) – Low (HK$) Financial ratios Gearing ratio = (Borrowings / Equity attributable to equity holders of the Company) Return on total assets Return on equity attributable to equity holders of the Company Formula 2013 2012 Change in Percentage Increase/ (Decrease) (1) 28,707,571 2,663,136 24,627,913 2,039,969 17 31 (2) / (5) 31.74 30.42 4.6 1.83 27.05 26.34 3.9 1.56 17 15 18 17 (2) (3) (4) (5) 16,068,024 33,599,308 965,565 8,801,446,540 12,886,657 31,379,826 2,752,582 8,258,948,934 25 7 (65) 7 4.75 2.84 3.88 1.70 22 67 (4) / (2) 6.0% 21.4% (72) (1) / (3) (1) / (2) 7.9% 16.6% 6.5% 15.8% 22 5 editorial CHAIRMAN’S STATEMENT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 EDITORIAL Chairman’s Statement 005 Business Overview China’s passenger vehicle market was stronger than expected in 2013, mainly led by better demand for sedans and Sport Utility Vehicles (“SUVs”). Although the sales of indigenous brand vehicles had recovered since early 2012, its growth continued to lag behind the foreign joint venture brands. The sales volume of indigenous brand vehicles grew 11.4% in 2013, compared with the 15.7% growth of the overall China market. Despite the implementation of a series of major structural changes in the Group’s product development and sales Our profit attributable to equity holders for 2013 was RMB2.66 billion, representing an increase of 31% over 2012, mainly driven by sales volume growth and improved product mix. and marketing functions in mid-2013 and the lack of new products in 2013, the Group managed to benefit from the recovery of the demand for passenger vehicles in China and achieved 13% growth in domestic sales volume in 2013. The performance of the Group’s export sales, however, was below our expectations, due to political instability in some of our major export markets and the weakening of emerging market currencies against both US$ and RMB. Despite this, the Group’s sales performance in most of our export markets had been better than our competitors, enabling us to achieve higher market shares in most of our major export markets in 2013, reflecting the improved competitiveness of our products. The Group’s exports sales volume achieved a respectful 17% growth in 2013, boosting our total sales volume growth to 14% in 2013, compared to our original target of 16% growth and the 15% overall sales volume growth we achieved in 2012. CHAIRMAN’S STATEMENT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 EDITORIAL Chairman’s Statement 006 Financial Review Although the Group’s sales volume growth in 2013 was barely in line with our original target, our financial performance in 2013 beat our expectations with total revenue increased by 17% to RMB28.7 billion for the year ended 31 December 2013, helped by the continued improvement in our product mix and therefore better margins. This was despite faster growth in administrative expenses due to additional expenses incurred by corporate restructuring and higher research and development (“R&D”) investments. The Group’s product mix continued to improve in 2013. Our flagship mid-size sedan model “EC7” remained the Group’s most popular model in terms of sales volume, accounting for 35% of the Group’s total sales volume in 2013. Total net profit of the Group was up 31% from RMB2.05 billion in 2012 to RMB2.68 billion in 2013. After accounting for non-controlling interests, net profit attributable to shareholders of the Company was up 31% from RMB2.04 billion in 2012 to RMB2.66 billion in 2013. Diluted earnings per share was up 15% to RMB30.42 cents. The strong operational cash flow during the year and the conversion of all the outstanding convertible bonds in October 2013 further strengthened our financial position with net cash increasing The Group sold a total of 549,468 units of vehicles in 2013, 164% to RMB4.6 billion at the end of 2013. up 14% from 2012, of which 22% or 118,871 units were sold abroad, up 17% from last year. In the Chinese market, the Group’s sales volume in 2013 was up 13% to 430,597 Dividend units helped by the stronger demand for passenger vehicles The Board recommends the payment of a final dividend of in China. “EC7” and our SUV models like “GX7” and “SX7” HK$4.6 cents per share for 2013 (2012: HK$3.9 cents). remained the major contributors to the Group’s sales volume growth in 2013. CHAIRMAN’S STATEMENT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 EDITORIAL Chairman’s Statement 007 Although consumers in China have become increasingly demanding, thus putting tremendous pressure on automobile manufacturers to raise quality and improve customer satisfaction, there has been an interesting change in their mentality and consumption behavior recently, signaling a shift from excessive and brand-driven consumption to lowkey and rational consumption. The Chinese car buyers are now putting more focus on the contents, performance, specifications, environmental impact, energy efficiencies and safety of the vehicles they plan to purchase, I believe the trend could offer huge opportunities for the Group’s products in the future. Prospects I firmly believe that the Group is well positioned to achieve Despite increasing challenges and fierce competition in both its long-term target of becoming a leading international our domestic and export markets, we have significantly automobile group with good reputation and integrity, winning progressed the restructuring of our product development and respects from its customers. Finally, I would like to pay sales and marketing functions, aiming at further enhancing tribute to all our staff for their hard work and achievements the quality of our products and services and improving the during 2013 and to our shareholders for their support. efficiency of our sales and distribution capabilities. I have no doubt that the successful execution of these changes should bring about a much stronger Geely in the near future. The technological cooperation between the Group and Volvo Car Corporation (“Volvo Car”), which is majority owned by Li Shu Fu the Group’s parent Zhejiang Geely Holding Group Limited Chairman (“Geely Holding”), has achieved significant progress during 19 March 2014 the year, enabling the Group to further optimizing resource utilization, and speeding up the implementation of platform strategy, standardization, and shared modularization in product development, and thereby giving the Group a strong and unique advantage over its competitors. I am confident that the synergy benefits for both companies could become increasingly obvious in the coming years, thus boding well for the Group’s competitive strength in the areas of technology, quality and brands. management report PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 009 Overall Performance The Group delivered a solid performance in 2013, as we maintained our focus on improving product quality and services and lifting customer satisfaction. The Group’s performance in 2013 was, however, influenced by a material slowdown in export sales growth and increased competition in the domestic market. Despite this, the Group’s overall performance during the year was in line with expectations, helped by a stronger than expected passenger vehicle market in China and the continued improvement in the Group’s product mix. As a result, the Group’s sales volume in the China market was up 13%, compared with 16% growth in China’s passenger vehicle market in 2013. Exports sales volume growth was slower than expected at 17%, but compared favourably to the 10% decline registered by the overall passenger vehicle exports from China. Overall, the Group sold a total of 549,468 units of vehicles in 2013, up 14% from 2012. Total revenues grew by 17% to RMB28.7 billion in 2013, reflecting stable product prices and continued improvement in product mix during the period. As a result, the Group’s profit attributable to the equity holders grew faster at 31% to RMB2.66 billion in 2013. During the year, government grants and subsidies fell 8% to RMB800 million. The government grants and subsidies mainly related to cash subsidies in respect of operating and research and development activities from the governments. Full Conversion of Convertible Bonds On 7 October 2013, the Company received conversion notices from GS Capital Partners VI Fund L.P. (“GS Capital”) for the full conversion of the 3% coupon convertible bonds due in 2014 or “CB 2014” issued by the Company in 2009 in the principal amount of RMB901.3 million at a conversion price of HK$1.8408 per share, resulting in the issue of 528.2 million new shares and the repayment of HK$121.1 million cash to GS Capital. PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 010 Zhejiang Kandi Electric Vehicles Co., Ltd. – Electric and the put option will be granted by the Company to BNP Vehicle Joint Venture with Kandi Technologies Paribas Personal Finance. As the call option and the put In April 2013, The Group’s 99%-owned subsidiary Shanghai option are exercisable at the discretion of BNP Paribas Maple Guorun established a 50:50 joint venture – Zhejiang Personal Finance and the exercise prices for the call option Kandi Electric Vehicles Co., Ltd. (“Kandi Electric”) – with and the put option are to be determined based on the fair Kandi Technologies Group, Inc. (“Kandi Technologies”) market value of the joint venture at the time of exercise, the to engage in the investment, research and development, grant of the call option and the put option will be classified production, marketing and sales of electric vehicles in as at least a major transaction for the Company pursuant to China. The Group’s capital contribution to Kandi Electric the Listing Rules. For details of the call option and the put was in the form of injection of assets valued at RMB640.7 option, please refer to the Company’s announcement dated million as announced by the Company on 23 December 16 December 2013 and circular dated 8 January 2014. The 2013. The assets mainly comprised necessary properties Company’s shareholders approved this major transaction at and equipment to enable the commencement of the electric the extraordinary general meeting held on 27 January 2014. vehicle business by the joint venture. Since certain key corporate matters of the joint venture would require unanimous resolution of all the five directors, The joint venture was set up to leverage on the strength, four of which will be nominated by the Group and the resources and expertise of both the Group and Kandi remaining one will be nominated by BNP Paribas Personal Technologies in the smaller size and shorter range Finance, the joint venture will be equity accounted for in the electric vehicles segment in China. Since Kandi Electric is financial statements of the Group and its financial results 50%-owned by Shanghai Maple Guorun and is managed will not be consolidated into the financial statements of the independently from the Group, its financial results will not be Group. consolidated into the financial statements of the Group. Although the joint venture has not yet received the final Vehicle Financing Joint Venture with BNP Paribas Personal Finance clearance from the relevant government authorities in China and therefore has yet to commence operations, the management of the Group believes that the joint venture On 16 December 2013, the Group agreed to set up a joint would enable the Group to provide a full range of quality venture with BNP Paribas Personal Finance to engage automotive financing services to its customers, which in turn, in the vehicle financing business in China. The official could help to strengthen its competitiveness and promote establishment of the joint venture and its commencement of the sales of its vehicles in the China market. operation are subject to the approval of the China Banking Regulatory Commission and other relevant government authorities in China. The registered capital of the joint Financial Resources venture will be RMB900 million and will be contributed as Total capital expenditures for the Group amounted to to 80% (equivalent to RMB720 million) by the Company around RMB930 million in 2013, which was in line with the through the Group’s internal resources, and as to 20% budgeted amount at the beginning of the year. Working (equivalent to RMB180 million) by BNP Paribas Personal capital (inventories + trade and other receivables – trade and Finance, respectively. Under the agreement, the call option other payables) increased by about RMB380 million during PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 011 2013 to RMB494 million at the end of 2013 due to increase in trade receivables from customers, more than offsetting the decrease in inventories. At less than 2% of revenue in 2013, Cash and Bank Balances RMB Billion At 31 December our year end working capital remained very healthy. This, combined with the good operational cash inflow from the Group’s manufacturing operations, resulted in 24% increase in total cash level (bank balance and cash + pledged bank deposits) to RMB5,583 million. The Group’s total borrowings also decreased by 49% to RMB966 million. This, combined with the full conversion of the 2014 convertible bonds (CB 2014), resulted in much stronger financial position 13 5.58 12 4.50 11 3.38 10 4.64 09 5.39 of the Group at the end of 2013, with net cash on hand (total cash level – bank borrowings – convertible bonds) rising to RMB4,618 million at the end of 2013 versus a Total Borrowings (Excluding Convertible Bonds) net cash level of RMB3,732 million six months ago. At the RMB Billion At 31 December end of 2013, the majority of the Group’s bank borrowings were denominated in RMB with a small amount of bank 13 0.97 borrowings denominated in HK$. This was well matched by the currencies of the Group’s cash and bank balances, which were mainly denominated in RMB. Budgeted capital expenditures of the Group amount to about RMB1.1 billion in 2014, including the funding for the research and development of new vehicle platforms and models, new engines and gearboxes, the financing of the expansion and upgrading of production facilities at existing plants. The Group plans to fund its capital expenditures from its operational cash flow, its cash reserve, additional bank borrowings, and fund raising exercises in the international capital market. As at the date of this report, the Company has no definite plan or schedule on raising funds in the international capital market. 12 1.90 11 10 09 3.37 2.66 2.83 PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 012 Vehicle Manufacturing The Group sold a total of 549,468 units of vehicles in 2013, Annual Sales Volume Unit up 14% from last year. Sales volume growth in 2013 was driven by the strong demand for the “EC7”, “GC7” and “SC6” models, the substantial increase in the sales volume of our Sport Utility Vehicle (“SUV”) models, and the continued growth in export sales during the year. In 2013, the Group launched its second SUV model – “SX7” – and achieved encouraging sales volume of 14,720 units in its first year 13 549,468 12 483,483 11 421,611 10 415,843 of sales. With the completion of the expansion of our SUV production facilities in Chengdu in mid-2013 and the planned 09 326,710 launches of their facelift versions in early 2014, the Group’s two SUV models: “GX7” and “SX7” should continue to drive the Group’s overall sales volume growth in 2014. Other contributors to sales volume growth in 2014 should also include the upgraded version of “SC5”, “EC8” and “SC6”. The Group’s domestic sales volume in 2013 was up 13% to 430,597 units, compared with the 16% increase in the sales volume of China’s passenger vehicle market during the same period. The Group’s market share in China’s sedan segment was down from 3.3% in 2012 to 3.1% in 2013, while the Group’s market share in China’s SUV segment was up from 1.5% in 2012 to 1.8% in 2013. Exports sales volume continued to grow but at slower pace of 17% to 118,871 units in 2013 and accounted for 22% of the Group’s total sales volume in the year. The Group’s share of China’s total export of passenger vehicles, however, increased from 15.4% in 2012 to 19.9% in 2013. Amongst the Group’s three brand divisions in China: “GLEalge”, “Emgrand” and “Englon”, “Emgrand” branded vehicles achieved the fastest growth in sales volume in 2013, up 30% from the previous year. “Emgrand” brand also surpassed “GLEagle” to become the most important brand in terms of sales volume and accounted for 37% of the Group’s total sales volume in 2013. Demand for “EC7” continued to be very strong, maintaining its position as the Group’s best-selling model in 2013. A total of 192,226 units of “EC7” were sold in 2013, up 35% from the previous year, mainly driven by the strong 82% growth in its sales volume in the export markets. Sales volume of “EC7” in the China market was up 20% during the same period. 32% of the “EC7” produced were sold in the export markets in 2013. Overall, “EC7” accounted for 35% of the Group’s total sales volume in 2013. The highend 1.8L version accounted for over one third of the total sales volume of “EC7” in 2013. “EC7” was also one of the best-selling models in China (ranked 22nd); Ukraine (ranked 3rd) and Egypt (ranked 3rd) in 2013. A major upgrade of “EC7”, as featured by new external design, new interior and more sophisticated powertrain, is scheduled to be launched in mid-2014. This should enable the model to maintain its strong positions in its major markets. PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 013 While the sales volume of aging models like “Free Cruiser” and “Kingkong” continued their downward trends in 2013, Breakdown of Sales Volume by Models in 2013 Unit recent new sedan models like “GC7” and “SC6” saw large increase in their sales volume in 2013. Despite the Group’s first attempted entry into the fast growing but highly competitive SUV market, “GX7” and “SX7” received encouraging market response, the two SUV models achieved a combined sales volume of 64,298 units in 2013, up 109% from 2012, helping the Group to increase its market share in China’s competitive SUV market from 1.5% in 2012 to 1.8% in 2013. Both “GX7” and “SX7” would be upgraded in 2014. SC3 12,241 SC6 27,607 Geely Panda 35,085 GC7 35,589 Vision 36,529 Free Cruiser 37,857 SC7 45,367 Geely Kingkong 51,247 EC8 10,284 Others 1,138 EC7 192,226 GX7/SX7 64,298 This, together with the completion of the expansion of our SUV manufacturing plant in Chengdu from annual capacity of 60,000 units per shift to 100,000 units per shift in the Average Pre-tax Ex-Factory Prices third quarter last year, should enable our SUV sales volume RMB to grow further in 2014. 13 50,646 As a result of the stronger growth in the demand for the Group’s more expensive models like “EC7” and the SUVs, and thus the continued positive shift in product mix in 2013, the Group’s ex-factory average selling price improved further to RMB50,646 per unit in 2013, up 5.8% from last year, and making 2013 one of the best years in the Group’s history in terms of average selling price increase. In April 2013, the Group’s “SC515” model achieved a 5 star rating in the C-NCAP (China’s New Car Assessment Programme) crash test, reflecting the Group’s leading position in terms of vehicle safety in China’s automobile industry. At a very high score of 55.4 from the test, “SC515” ranked amongst the top of all the models tested by C-NCAP and was rated the safest car in the small passenger vehicle segment of the test. Following the positive results achieved by the Group’s three brands in last year’s J.D. Power Automotive Customer Satisfaction Studies, the Group’s effort in improving customer satisfaction and service standards continued to yield positive results in the same studies conducted in 2013. 12 11 10 09 47,872 46,260 44,789 39,897 PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 014 In “J.D.Power Asia Pacific 2013 China Sales Satisfaction In addition to the remarkable improvement in sales Index (SSI) StudySM”, the Group’s “GLEagle” and “Emgrand” satisfaction, the Group’s ranking in after-sales satisfaction brands achieved significant improvement in their rankings continued to improve in 2013. In “J.D.Power Asia Pacific and both scored above the overall industry average in 2013 China Customer Service Index (CSI) StudySM”, which the annual study of customer satisfaction with sales and analyzed after-sales dealer service satisfaction by vehicle purchase experience. “GLEagle” ranked number 12 and owners, all the Group’s three brands, “Englon”, “GLEagle” “Emgrand” ranked number 15 among the 47 mass market and “Emgrand” continued to score significantly higher than brands included in the 2013 study. Amongst the domestic the industry average. Amongst all the local brands in China, brands in China, “GLEagle” ranked number 2, followed by “Englon” ranked number 1, followed by “GLEagle”, which “Emgrand”, which ranked number 4. “GLEagle” scored 651 ranked number 3, and “Emgrand” ranked number 6. In terms points (on a 1,000-point scale) and “Emgrand” scored 647 of overall ranking, “Englon” achieved number 9 position points in the study, compared with the overall satisfaction among the 71 passenger vehicle brands examined by the score of 647 points in the mass market segment. study, only behind eight major international brands. Existing Production Facilities Name Interests Usable Annual Production Capacity (Units Per Shift) Models Linhai plant 99.0% 50,000 Geely Panda (1.0L, 1.3L, 1.5L) GX2 (1.3L, 1.5L) Luqiao plant 99.0% 100,000 Geely Kingkong (1.5L) SC5 (1.5L) SC6 (1.5L) Ningbo/Cixi plants 99.0% 200,000 Free Cruiser (1.0L, 1.3L, 1.5L) EC7 (1.5L, 1.8L) EC7-RV (1.5L, 1.8L) Lanzhou plant 99.0% 40,000 Free Cruiser (1.0L, 1.3L, 1.5L) SC3 (1.3L) Xiangtan plant 99.0% 100,000 Vision (1.5L, 1.8L) SC7 (1.5L, 1.8L) GC7 (1.5L, 1.8L) Shanghai plant (Phase I) (Leased to Shanghai LTI) 99.0% 30,000 TX4 (2.4L, 2.5L diesel) Jinan plant 99.0% 50,000 EC8 (2.0L, 2.4L) Chengdu plant 99.0% 100,000 GX7 (1.8L, 2.0L, 2.4L) SX7 (1.8L, 2.0L, 2.4L) Total 670,000 PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 015 Cooperation with Volvo Car Technologies, for the development, manufacture and sales The Group’s cooperation with Volvo Car Corporation of electric vehicles in China, the Group is in preliminary (“Volvo Car”) made considerable progress in 2013 and is discussion with a number of leading international companies on track to achieve our purpose of improving the Group’s on the development of core technologies related to new product quality and strengthen its competitiveness. The key energy vehicles with an aim to ensure the availability of a platform and infrastructure to facilitate the cooperation is an full range of different new energy vehicles to supplement independent research and development centre called CEVT the Group’s product line in the future. The Group will also (China-Euro Vehicle Technology) located in Lindholmen leverage on Volvo Car’s leading technology on hybrid electric Science Park in Gothenburg, Sweden. Officially opened vehicles to achieve a gradual transition from hybrid to pure in September 2013, CEVT is currently staffed by 200 electric technology. As at the date of this report, the Group resident engineers. Its first task is to develop a new modular has not yet concluded any cooperation arrangement with architecture and set of components for future C-segment these leading international companies. cars, addressing the needs of both Volvo Car and the Group. The modular strategy will deliver on the premium aspects that Volvo Car requires as well as the Group’s demands in order to compete in the automotive market. The modular architecture and set of components will not only deliver world-class product technologies and attributes, New Products In the coming year, the Group plans to launch the following new models: – “GX7” facelift – “GX2” facelift – “SC5-RV” upgraded version – “SC6” upgraded version New Energy Vehicles Strategy – ”Geely Kingkong” upgraded version While the Group will continue to invest in advanced – “EC7” upgraded version technologies related to new energy vehicles in view of the – “EC7-RV” upgraded version expected increase in demand for these vehicles, the Group’s – “GX9” full size SUV strategy on new energy vehicles also calls for the speeding – “EC9” large size sedan (“KC”) but also considerable cost saving in terms of development, testing and sourcing, leading to the realization of significant economies of scale. up of product offering through partnership and strategic alliance with leading international players with proven core technologies in the area of new energy vehicles. In addition to Kandi Electric, a 50:50 joint venture with Kandi PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 016 export destinations in terms of sales volume in 2013 were Russia, Ukraine, Saudi Arabia, Iran and Egypt, which together accounted for 76% of the Group’s total exports volume in 2013. In additional to direct exports of vehicles from China, the Group also assembles some models sold overseas through joint-venture or contract manufacturing arrangements with local partners in Egypt, Uruguay, Russia, Ethiopia, Ukraine, Belarus and Sri Lanka. At the end of 2013, the Group exported its products to 41 countries through 41 exclusive sales agents and 527 sales and service outlets in these countries. Exports In 2014, the Group will continue to build up the localization of production in some of its major export markets. To Although the Group’s major export markets like Russia and improve the Group’s market penetration in Central and Ukraine saw a slowdown in motor vehicle demand in 2013, Southern American market, the Group completed the the Group continued to grow our sales volume and market construction of an assembly plant in Uruguay in cooperation shares in these markets, reflecting the Group’s strong with local partner Nordex in 2013. With an annual production competitiveness in these highly competitive markets. The capacity of 20,000 units, the new plant started assembling Group exported 118,871 units of vehicles in 2013, another “Geely LC” (“Geely Panda”) and “Emgrand 7” (“EC7”) for record high in its history and up 17% from 2012. Exports sales in the Central and Southern American market in 2013. accounted for 22% of the Group’s total sales volume during With the support from the Uruguay plant, the Group started the year. The Group’s share of China’s total exports of to sell our products in the Brazilian market in early 2014 with passenger vehicles increased from 15% in 2012 to 20% in the appointment of Grupo Gandini as our exclusive agent in 2013. “EC7” remained the most popular export model in Brazil. terms of sales volume in 2013, accounting for more than half of the Group’s total exports in the year. Export volume of To improve the Group’s competitiveness in the Eastern “EC7” increased by 82% to 62,118 units in 2013. The Group European market, the Group set up an assembly joint also started to export its first SUV model “Emgrand X7” venture in Belarus called “BelGee”. The 32.5%-owned joint (“GX7”) in 2013 and shipped a total of 9,350 units during venture (“JV”) was officially set up in July 2013. The other the year. With the initial good response to “Emgrand X7” shareholders of the JV include: Belarusian Autoworks (“BelAZ”) and the planned increase in output of the model, we expect (50%) and Soyuzavtoteknologii (“SOYUZ”) (17.5%). With an further growth by “Emgrand X7” in our major export markets initial production capacity of 10,000 units per annum, the JV in 2014. started trial production of “Geely SL” (“SC7”) in March 2013. The planned eventual annual production capacity of the JV Developing countries in the Eastern Europe, Middle East and would be 120,000 units for the assembly and manufacturing Central and South America remained the most important of additional models like “GX7”, “SC5”, and “Panda CROSS”. export markets. Amongst which, the most important PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 017 Export Sales Volume Breakdown of Exports Sales Volume Unit By Models in 2013 SC7 4,424 13 118,871 12 101,908 11 39,600 10 20,555 09 19,350 Despite the Group’s recent investments to expand localization of production in its major export markets, the majority of the Group’s costs are still denominated in RMB. On the other hand, most of the Group’s export sales are charged at US$, meaning that further appreciation of RMB could undermine the competitiveness of the Group’s products in the export markets. As most of the Group’s products are retailing at the export markets at local currencies, the devaluation of the local currencies against EC8 5,552 Free Crusier 8,500 EC7 62,118 GX7/EX7 9,350 Geely Panda 10,621 Geely Kingkong 18,286 Top Export Destinations in 2013 Russia 32,106 Ukraine 18,810 14,548 Saudi Arabia Iran 12,514 Egypt 12,209 6,036 Belarus US$ and RMB could also affect the Group’s competitiveness Chile 4,229 and therefore its sales volume in these markets. To mitigate Iraq 4,203 the currency risk, the Group has embarked on plans to build additional oversea plants to increase the proportion of its costs in local currencies. Further, to compensate for higher costs at our export markets, the Group has speeded up the renewal of our export models, and has started to streamline our export operations with an aim to achieve higher customer satisfaction, better operating efficiency and economies of scale in our export markets. Others 20 Uruguay 2,909 Sri Lanka 1,479 Algeria 1,187 Cuba 1,082 Libya 1,019 Others 6,540 PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 018 Outlook technology and innovation. In addition, the Group’s financial Challenges remain in 2014 in view of the rapid changes position has improved significantly, thanks to strong in economic and regulatory environment in China. operational cash flow, reduced debt and increased equity Competitive pressure on indigenous brands in the China after the full conversion of its convertible bonds in 2013. market should intensify considerably in the coming years as This should allow the Group to continue investing for the most major international brands have been strengthening future, further enhancing its core strength in powertrain their presence in the China market through more product technologies, customer satisfaction and supply chains, thus offering, more aggressive pricing strategies, adding new putting the Group in a much stronger position to meet any production capacity and improving their marketing and challenges. customer services. The implementation of more stringent regulatory requirements in fuel efficiency, product warranty, 2014 should also see increased investment by the Group product recall and emissions standards in China could put in the area of new energy vehicles and the application of tremendous cost pressure on indigenous brands in China. internet, computer and mobile communication technologies Further, more major cities in China are expected to introduce in our products and services. The Group’s strategy is to local policies to restrict new car licenses to ease traffic leverage on the strength, resources and expertise of leading and combat air pollution, thus restricting the demand for industry players to speed up the Group’s product offering in passenger vehicles. The impact could be even bigger for these areas. indigenous brands, where their major competitive edges in pricing could be seriously undermined by the introduction In 2014, the Group plans to offer more automatic of an auction and lottery system to curb the growth of new transmission options to its customers and will start to offer vehicles. turbo-charged engines in some of its models, thus enhancing the attractiveness of its products. With the substantial The outlooks for our major export markets are mixed. Motor investment in new technologies like automatic transmissions vehicle markets in Ukraine and Egypt have seen a material and turbo-charged engines over the past few years, our slowdown since early 2013 due to political and social powertrain system has become far more fuel efficient and instability. Passenger vehicle demand in Russia has stabilized environmentally friendly. The Group will continue to replace but frequent regulatory changes and weakening currencies its old models with more sophisticated new models with could continue to disrupt vehicle sales in the country. As a more advanced powertrain technologies and designs. result, our exports business could face increasing challenges Further, a major upgraded version of our “EC7” sedans, a in 2014. new full size SUV model and a brand new large size sedan model are scheduled to be launched by the Group within On the positive front, the Group’s overall competitiveness the year. These new powertrain technologies and new has strengthened significantly over the past few years products should continue to support the Group’s overall following the success of its strategic transformation sales volume growth in 2014. Further, the shift of preference to improve brand image, product and service quality, on vehicle procurement by the Chinese Government towards more indigenous brand products should provide additional opportunities for the Group to further expand our sales. PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 019 On the export side, against the slowdown in the demand in some of our major export markets, we have expanded into new markets like Brazil, aiming to further broaden our geographical coverage and to sustain our growth in exports sales. We had also completed the construction of two jointventure assembly plants in Uruguay and Belarus, to improve our competitiveness in both the Central and Southern American and the Eastern European markets. The Group’s Board of Directors set our 2014 sales volume target at 580,000 units, up 6% from 2013, despite a high base for comparison in previous year. options during the year. On 7 October 2013, the Company CAPITAL STRUCTURE AND TREASURY POLICIES The Group funds its short-term working capital requirement mainly through its own operational cash flow, shortterm bank loans from commercial banks in China and the payment credit from its suppliers. For its longer-term capital expenditures including product and technology development received conversion notices from the investors for the full conversion of the outstanding 3% coupon convertible bonds due in 2014 or “CB 2014” issued by the Company in 2009 in the principal amount of around RMB901.3 million at a conversion price of HK$1.8408 per share, resulting in the issue of around 528.2 million new shares together with the cash settlement of about HK$121.1 million to the investors. costs, investment in the construction, expansion and upgrading of production facilities, the Group’s strategy is to fund these longer-term capital commitments by a combination of its operational cash flow, bank borrowings and fund raising exercises in the capital market. As at 31 December 2013, the Group’s shareholders’ funds amounted to approximately RMB16.1 billion (as at 31 December 2012: approximately RMB12.9 billion). The Company issued 14.33 million ordinary shares upon exercise of share EXPOSURE TO FOREIGN EXCHANGE RISK The Group considers that fluctuations in exchange rate do not impose a significant risk to the Group since the Group’s operations are principally in the Mainland China and the Group’s assets and liabilities are mainly denominated in Renminbi, the functional currency of the Group. PERFORMANCE & GOVERNANCE GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Performance & Governance 020 LIQUIDITY AND FINANCIAL RESOURCES As at 31 December 2013, the Group’s current ratio (current assets/current liabilities) was about 1.29 (as at 31 December 2012: 1.19) and the gearing ratio of the Group was about 6.0% (as at 31 December 2012: 21.4%) which was calculated on the Group’s total borrowings to total shareholders’ equity. As at 31 December 2013, the increase in receivables was (a) mainly due to more contribution from the Group’s export sales and the strong sales momentum for the Group’s models particularly in the fourth quarter of the current year (i.e. the traditional peak seasons for automobile industry) and the Group received huge amount of notes receivable from its customers during that period; and (b) thanks to the relatively low interest environment and strong net cash level, the Group did not opt to discount these notes receivable without recourse but wait to hold them until maturity during Total borrowings (excluding trade and other payables) as at 31 December 2013 amounted to approximately RMB1.0 billion (as at 31 December 2012: approximately RMB2.8 billion) were mainly the Group’s borrowings. For the borrowings, they were mostly secured, interestbearing and repaid on maturity. The decrease in gearing ratio during the year was mainly due to a combination of (a) the extinguishment of the Company’s convertible bonds as a result of its full conversion in October 2013; (b) the decrease in the Group’s borrowings thanks to the improved cash reserve for repayment of borrowings upon maturity; and (c) the increase in equity as a result of another recordhigh profit attained by the Group in the year of 2013. Should other opportunities arise requiring additional funding, the Board believes the Group is in a good position to obtain such financing. most of the times in 2013. In addition, in order to secure an adequate supply of automobile parts & components (in particular, steel, out-sourced engines and other high-end electronic parts & components) from the Group’s supply chain during the peak season in the fourth quarter of 2013, the Group had to prepay these inventories to its suppliers towards the end of 2013. Separately, the strong sales momentum for the Group’s products also drove its dealers to pay in advance in order to secure adequate inventories at their sales premises at the year end. As at 31 December 2013, the receipts in advance from customers represented almost 9% (as at 31 December 2012: 17%) of the total current liabilities. Accordingly, the net effect of the above resulted in an increase in current ratio at the end of year 2013 over the previous year. EMPLOYEES’ REMUNERATION POLICY As at 31 December 2013, the total number of employees of the Group was about 18,138 (as at 31 December 2012: 18,512). Employees’ remuneration packages are based on individual experience and work profile. The packages are reviewed annually by the management who takes into account the overall performance of the working staff and market conditions. The Group also participates in the Mandatory Provident Fund Scheme in Hong Kong and statemanaged retirement benefit scheme in the PRC. In addition, employees are eligible for share options under the share option scheme adopted by the Company. DIRECTORS AND SENIOR MANAGEMENT PROFILES GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors And Senior Management Profiles 021 Executive Directors Mr. Li Shu Fu, aged 50, joined the Company and its subsidiaries (collectively the “Group”) on 9 June 2005 as the Chairman of the board of directors of the Company (the “Board”) (the “Chairman”) and Executive Director, and is responsible for the overall strategic planning, Board leadership, corporate governance and formulation of the corporate policies of the Group. Mr. Li holds a Master’s Degree in Engineering from Yan Shan University. Presently, Mr. Li is the controlling shareholder, founder, chairman of the board of Zhejiang Geely Holding Group Company Limited (“Geely Holding”) (a company incorporated in the PRC, and is ultimately owned by Mr. Li and his associate, a controlling shareholder of the Company). Geely Holding and its subsidiaries are principally engaged in the manufacturing and sales of automobiles in the PRC. Mr. Li has over 27 years of experience in the investment and management of the automobile manufacturing business in the PRC. Mr. Li is a member of the Chinese People’s Political Consultative Conference. Mr. Li was accredited as one of the “50 Most Influential Persons in China’s Automotive Industry in the 50 Years” by a pertinent organization in China. Mr. Yang Jian, aged 52, joined the Group on 9 June 2005 as an Executive Director, and is responsible for assisting the Chairman in Board leadership and corporate governance of the Group. Mr. Yang was appointed the Vice Chairman of the Board on 1 July 2008 whereas he was appointed the vice chairman of the board of directors of Geely Holding on 29 December 2011. Mr. Yang was also the chairman of the five 99%-owned key operating subsidiaries of the Group, namely, Zhejiang Jirun Automobile Company Limited (“Zhejiang Jirun”), Shanghai Maple Guorun Automobile Company Limited, Zhejiang Kingkong Automobile Company Limited, Zhejiang Ruhoo Automobile Company Limited and Hunan Geely Automobile Components Company Limited. Mr. Yang, who graduated from Zhejiang Radio and Television University with focus on production management, holds Senior Economist and Senior Engineer designations. Since joining Geely Holding in 1996, Mr. Yang was involved in a number of different job functions within the group including product R&D, engineering and construction, manufacturing, quality improvement, marketing, after-sales service and the operation and management of the Group in the PRC and overseas. Mr. Gui Sheng Yue, aged 50, joined the Group on 9 June 2005 as an Executive Director and is responsible for the overall administration, risk management and compliance of the Group. Mr. Gui was appointed the Chief Executive Officer of the Company with effect from 23 February 2006. He is also the chairman of DSI Holdings Pty Limited, a wholly-owned subsidiary of the Company. He has been appointed an independent non-executive director of Radford Capital Investment Ltd. (HK Stock Code: 901) since 1 November 2013. Mr. Gui has over 27 years of experience in administration and project management. Mr. Gui had also worked with China Resources (Holdings) Company Limited. Mr. Gui holds a Bachelor of Science Degree in Mechanical Engineering from Xi’an Jiaotong University and a Master’s Degree in Business Administration from University of San Francisco. DIRECTORS AND SENIOR MANAGEMENT PROFILES GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors And Senior Management Profiles 022 Mr. An Cong Hui, aged 44, joined the Group on 30 extensive experience in equity research, investment banking December 2011 as an Executive Director, and is responsible and financial analysis, focusing on China asset market, for the overall administration of the Group. Mr. An has automobile industry and investment banking business. Mr. been a vice president of Geely Holding since 2003, and Ang is an independent non-executive director of Genvon has been appointed the president of Geely Holding with Group Limited (HK Stock Code: 2389) and a non-executive effect from 29 December 2011. Mr. An is currently the director of Honbridge Holdings Limited (HK Stock Code: chairman of the principal operating subsidiary, namely 8137). Zhejiang Jirun, and a director of certain subsidiaries of the Group. Mr. An was previously in charge of the overall Mr. Li Dong Hui, Daniel, aged 44, joined the Group on operation under the “Emgrand” product brand following the 23 May 2011 as an Executive Director. Mr. Li has been a implementation of multi-brand strategy by the Group and board member, vice president and CFO of Geely Holding production of gearboxes, engines and drivetrain systems since April 2011 and appointed a member of the board of of the Group. Mr. An has extensive professional knowledge directors of Volvo Car Corporation since April 2012. Mr. Li is and senior managerial experience in the automotive industry, responsible for the overall strategic planning on the Group’s particularly in the field of automotive engineering. He joined finance, internal control, investments, financing activities, and Geely Holding since 1996 after graduation from the Hubei the monitoring of the Group’s information technology (IT) University of Economic and Management with a Diploma in system. Mr. Li is also a director of DSI Holdings Pty Limited, Contemporary Accounting. From 1996 to now, Mr. An has a wholly-owned subsidiary of the Company. Mr. Li has held various key positions in Geely Holding including chief extensive professional and senior managerial experiences engineering officer and general manager. with both the PRC and sino-foreign multinational companies, particularly in the fields of financial management, financing Mr. Ang Siu Lun, Lawrence, aged 53, joined the Group structure, strategic planning and business development. on 23 February 2004 as an Executive Director and is mainly Prior to joining Geely Holding, he held key finance and responsible for the international business development, accounting management positions as vice president, CFO, capital market and investors’ relationship of the Group. Mr. general manager and business development director in Ang holds a Bachelor of Science Degree in Physics and the PRC companies including Guangxi Liugong Machinery Computer Science and a Master of Business Administration Company Ltd. (2010-2011), and China Academy of Post Degree from the Chinese University of Hong Kong. Prior to and Telecommunication (1991-1994), and sino-foreign joining the Group, Mr. Ang worked in a number of major multinational companies including headquarter of Cummins international investment banks for seventeen years with Inc., and its China Division (2006-2009), BMW Brilliance DIRECTORS AND SENIOR MANAGEMENT PROFILES GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors And Senior Management Profiles 023 Automotive Ltd (2001-2005), ASIMCO Braking System Ms. Wei Mei, aged 45, joined the Group on 17 January (Guangzhou) Co., Ltd. and ASIMCO Braking System (Zhuhai) 2011 as an Executive Director. Ms. Wei is a vice president Co., Ltd. (1997-2001). Mr. Li graduated from the Kelley of Geely Holding and is responsible for the human resources School of Business, Indiana University in the USA with a management and training of Geely Holding since June Master’s Degree in Business Administration (MBA) in 2010 2009. Ms. Wei holds a Doctoral Degree in Management and graduated from the Beijing Institute of Machinery in the from the Northwest A&F University, a Master’s Degree in PRC with a Master’s Degree in Management Engineering Management and a Bachelor’s Degree in Science from the with a major in Financial Management in 1997. Also, Mr. Li Ocean University of China. From 2003 to 2007, Ms. Wei was graduated from the Renmin University of China in the PRC the group human resources director of Beiqi Foton Motor with a Bachelor’s Degree in Philosophy in 1991. Mr. Li is Co., Ltd. (“Foton Motor”) and focused on Foton Motor’s also a non-executive director of Manganese Bronze Holdings human resources management, control and training. Prior plc (the Company’s 19.97-owned associate that had been to that, Ms. Wei worked in the group of Qingdao Haier put into liquidation and whose shares had been delisted Co., Ltd. (“Qingdao Haier”) from 1991 to 2002 and served from the London Stock Exchange (“LSE”) (former stock code a number of positions in the department of integration and on the LSE: MNGS)) and the chairman of The London Taxi dishwashers business unit of Qingdao Haier Refrigerator Company (a private company). Co., Ltd., participating in the development, diversification and globalization of Qingdao Haier. Ms. Wei was in charge Mr. Liu Jin Liang, aged 49, joined the Group on 9 June of organizational management, operation appraisal, quality 2005 as an Executive Director. Mr. Liu has been responsible system management and human resources and was also for the Group’s sales and marketing of new energy vehicles directing the operation management of Haier dishwashers with effect from 16 May 2013. Mr. Liu is also a vice and other small appliances. president of Geely Holding. Mr. Liu graduated from the Capital University of Economics and Business, focusing on industrial enterprise management. Since his joining to Geely Non-executive Director Holding in 1995, Mr. Liu has about 19 years of experience Mr. Carl Peter Edmund Moriz Forster, aged 59, joined in domestic sales and marketing of motor vehicles, brand the Group on 9 January 2013 as a Non-executive Director. building, development of logistics management, development Mr. Forster is the chief advisor to a member of Geely of customer service and enterprise operation management in Holding and he has been appointed a member of the board China. of directors of Volvo Car Corporation since February 2013. DIRECTORS AND SENIOR MANAGEMENT PROFILES GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors And Senior Management Profiles 024 Mr. Forster has over 28 years of professional experience in Limited and China Resources National Corporation. Mr. the global automotive industry, particularly in the fields of Song is also a non-executive director of The Bank of East automotive products and development as well as strategic Asia (China) Limited. Mr. Song was the chairman of China planning and general management. Mr. Forster held various Resources Enterprise, Limited (HK Stock Code: 291), China senior management/CEO positions and directorship in many Resources Power Holdings Company Limited (HK Stock international consultancy and automobile corporates including Code: 836), China Resources Land Limited (HK Stock Code: McKinsey & Company, Inc., BMW (he was the chief project 1109) and China Resources Logic Limited (now renamed manager of one of its best-selling models of “BMW 5-Series”, as China Resources Gas Group Limited) (HK Stock Code: and later the head of global manufacturing), General Motors 1193), and also an independent non-executive director of Europe, Rolls-Royce Holdings plc (LSE Stock Code: RR.) China Merchants Bank Co., Ltd. (HK Stock Code: 3968). and Tata Motors Limited, Mumbai (the group steered Jaguar Land Rover into profit). Mr. Foster obtained a Diploma in Mr. Lee Cheuk Yin, Dannis, aged 43, joined the Group Economics from the Rheinische Friedrich-Wilhelm University as an Independent Non-executive Director on 28 June in Bonn in 1976 and a Diploma in Aeronautical Engineering 2002. He obtained the Bachelor of Business Administration from the Technical University in Munich in 1982. Mr. Forster from Texas A & M University, the USA. He is an associate is currently a non-executive director of IMI plc, Birmingham member of the Hong Kong Institute of Certified Public (LSE Stock Code: IMI), a member of the Verwaltungsrat of ‘The Accountants and a member of the American Institute of Mobility House’, the chairman of the supervisory board and Certified Public Accountants. He possesses over 21 years a substantial shareholder of ZMDi AG and the chairman of of experience in accounting and auditing field. Mr. Lee is the supervisory board, member of the investment committee an independent non-executive director of both Tiangong and partner of Lead Equities AG. International Company Limited (HK Stock Code: 826) and U-Home Group Holdings Limited (formerly known as Jiwa Independent Non-executive Directors Bio-Pharm Holdings Limited) (HK Stock Code: 2327). He was an executive director of both Guojin Resources Holdings Mr. Song Lin, aged 51, joined the Group as Independent Limited (HK Stock Code: 630) and AMVIG Holdings Limited Non-executive Director on 27 September 2004. Mr. Song (HK Stock Code: 2300), and a non-executive director of holds a Bachelor’s Degree in Solid Mechanics from the Kam Hing International Holdings Limited (HK Stock Code: University of Tong Ji in Shanghai, China. He is concurrently 2307). the chairman of China Resources (Holdings) Company DIRECTORS AND SENIOR MANAGEMENT PROFILES GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors And Senior Management Profiles 025 Mr. Yeung Sau Hung, Alex, aged 64, joined the Group (currently known as Beijing Information Science & Technology as an Independent Non-executive Director on 6 June 2005. University) with a Bachelor’s Degree in Machinery in 1970. Mr. Yeung is presently the chief executive officer of Leading From 1970 to 1990, Mr. Fu served the Harbin Transmission Wealth Management Advisors Limited (a regulated fund Factory of FAW Group in various key engineering positions, management company) after his retirement from the role of including assistant director, executive vice director and chief chief executive officer of DBS Vickers Hong Kong. Mr. Yeung engineer. From 1990 to 1999, Mr. Fu worked at the Harbin is a MBA graduate from the University of Southern California Automotive Industry Corporation as vice president and was and brings with him more than 31 years of experience in later promoted to the position of president. the financial services industry. Prior to joining DBS Vickers Securities, Mr. Yeung was the deputy chairman of the Mr. Wang Yang, aged 39, joined the Group as a Non- management committee of a listed consumer electronics executive Director on 15 September 2010 and he has been company for four years. Before that, he was the country re-designated to an Independent Non-executive Director of head of Greater China Equities and the managing director of the Company with effect from 17 May 2012. Mr. Wang is Deutsche Securities Hong Kong. presently a partner of Primavera Capital Group. Mr. Wang holds a Bachelor of Engineering dual-degree in Management Mr. Fu Yu Wu, aged 69, joined the Group as an Engineering and Computer Science and a Master of Science Independent Non-executive Director on 30 December 2011. Degree in Management Science and Engineering from the Mr. Fu has been the executive vice president and secretary- Shanghai Jiaotong University. Mr. Wang used to work in general of Society of Automotive Engineers of China since Goldman Sachs (“Goldman Sachs”) Principal Investment 1999 and was promoted to executive president in December Area as a managing director. From 2006 to 2010, working 2012. Mr. Fu is also an independent non-executive director in Goldman Sachs, he focused on private equity investments of Guangzhou Automobile Group Co., Ltd. (HK Stock in China. During the period, he led the Goldman Sachs’ Code: 2238) and an independent director of Zhejiang Asia- US$245 million convertible bond investment transaction Pacific Mechanical & Electronic Co., Ltd., (Shenzhen Stock in the Company. Prior to that, Mr. Wang worked in China Code: 002284). He was an independent director of Henan International Capital Corporation (“CICC”) investment Province Xixia Automobile Water Pump Co Ltd. (Shenzhen banking division as a vice president from 2002 to 2006, Stock Code: 002536). Mr. Fu has extensive professional focusing on China-based companies’ initial public offerings and management experience in the automotive industry, and restructurings. Mr. Wang served major state-owned particularly in the field of automotive engineering. He joined enterprises in various sectors during this period. Prior to FAW Group immediately after his graduation from the CICC’s investment banking division, Mr. Wang worked in Department of Machinery of the Beijing Institute of Machinery CICC’s Private Equity Group from 2000 to 2001. DIRECTORS AND SENIOR MANAGEMENT PROFILES GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors And Senior Management Profiles 026 Senior Management Mr. Cheung Chung Yan, David, aged 38, joined the Group as the Financial Controller and Company Secretary on 17 May 2005. He is also a director of DSI Holdings Pty Limited, a wholly-owned subsidiary of the Company. Mr. Cheung holds a Bachelor’s Degree in Business Administration in Accounting from the Hong Kong University of Science and Technology. He is a fellow member of the Association of Chartered Certified Accountants. Mr. Cheung has over 16 years of experience in auditing, accounting and financial management. Mr. Dai Yang, Daniel, aged 59, joined the Group as the Vice President (International Business) on 5 May 2005 and is mainly responsible for the investor relation and international business in Hong Kong. Mr. Dai holds a Master’s Degree of Linguistics from Beijing Foreign Language Institute and a Bachelor’s Degree of Arts from Beijing Normal College. Mr. Dai started his career with China Resources (Holdings) Co. Ltd. in Hong Kong in 1986 and his last position was an assistant general manager of China Resources Investment Co. Ltd. Then, Mr. Dai joined Da Fang Investment Co. Ltd. in Hong Kong as a general manager. Prior to joining the Company, Mr. Dai has mainly focused his career on projects investment. Mr. Zhang Yi, Ian, aged 51, joined the Group on 1 March 2010 and was appointed the Vice President of the Company on 5 November 2010, is in charge of risks assessment and monitoring, internal audit, and internal control infrastructure development of the Group. Prior to joining the Group, Mr. Zhang worked in senior management positions in various multinational companies including Praxair Inc., Robert Bosch GmbH and AlliedSignal Inc., with extensive experience in strategic planning, business development, operations and compliance management. Mr. Zhang holds a Bachelor of Engineering Degree (1984) with a major in Internal Combustion Engine and a Master’s Degree in Business Administration (1990) accredited in the Sino-Canadian Joint MBA Program from Xi’an Jiaotong University. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 027 Geely Automobile Holdings Limited (the “Company”) and its (A) subsidiaries (collectively the “Group”) continue to strive for a high standard of corporate governance with an emphasis on upholding a strong and balanced board of directors of the Company (the “Board”) and maintaining a transparent and creditable communication channel with the shareholders of the Company (the “Shareholders”). complied with the code provisions (“CPs”) of the Corporate Governance Code and Corporate Governance Report (“CG Code”), as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), except for CPs A.2.7, A.6.7 and E.1.2. This report further illustrates in detail as to how the CG Code was applied, inclusive of the considered reasons for any deviation, in the year under review. Position(s) Mr. Li Shu Fu Chairman of the Board The directors of the Company (the “Directors”) all possess advanced expertise and extensive experience in the automobile industry, commercial management and capital market operation. The Board, with its diverse composition, can provide the management with viewpoints and advices in all material aspects for For the year ended 31 December 2013, the Company has Name of Directors DIRECTORS (the “Chairman”) & ED effective decision making. For Directors’ biographical information, please refer to pages 21 to 25 of this annual report. The table below illustrates the major duties and responsibilities of the Directors together with their positions held in the Board and its committees, and the dates of their initial appointment and last reelection at the general meetings of the Company. Date of Initial Date of Last Appointment Re-election Major Duties/Experience/Skills 9 June 2005 16 May 2013 Directs overall corporate strategic direction, Board leadership and 1 corporate governance of the Group Mr. Yang Jian Vice Chairman & ED1 9 June 2005 16 May 2013 Assists the Chairman in Board leadership and corporate governance of the Group Mr. Gui Sheng Yue Chief Executive Officer, ED & member of NC 1 9 June 2005 16 May 2013 Oversees administrative management (Hong Kong and overseas), risk 6 management, compliance and internal control of the Group Mr. An Cong Hui ED1 30 December 2011 18 May 2012 Oversees operational and risk management (China) of the Group CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 028 Date of Initial Date of Last Name of Directors Position(s) Appointment Re-election Major Duties/Experience/Skills Mr. Ang Siu Lun, ED1 23 February 2004 18 May 2012 Oversees international business Lawrence development, capital market and investor relations activities of the Group Mr. Li Dong Hui, ED1 23 May 2011 18 May 2012 Daniel Oversees accounting, internal control (China), investments, financing activities and information technology (IT) system of the Group Mr. Liu Jin Liang ED1 9 June 2005 18 May 2012 Oversees the sales and marketing of new energy vehicles of the Group Ms. Wei Mei ED1 & member of RC5 17 January 2011 16 May 2013 Oversees human resources management of the Group Dr. Zhao Fuquan ED1 (resigned on 17 May 2013) 17 November 2006 16 May 2013 Oversees research and development activities of the Group Mr. Carl Peter Edmund Moriz Forster NED2 9 January 2013 16 May 2013 Provides independent consultancy advice on strategic planning to the Board Mr. Yin Da Qing, Richard NED2 (resigned on 9 January 2013) 9 June 2005 18 May 2012 Provides independent advice on financial controls to the Board Mr. Song Lin INED3 & member of AC4 27 September 2004 18 May 2011 Provides independent advice on corporate management, business development and strategic deployment to the Board Mr. Lee Cheuk Yin, Dannis INED3, chairman of AC4, member of RC5 & member of NC6 28 June 2002 Provides independent advice on financial and auditing activities to the Board 18 May 2011 CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 029 Date of Initial Date of Last Name of Directors Position(s) Appointment Re-election Major Duties/Experience/Skills Mr. Yeung Sau Hung, Alex INED3, chairman of RC5, member of AC4 & member of NC6 6 June 2005 18 May 2012 Provides independent advice on corporate finance and investment to the Board Mr. Fu Yu Wu INED3, chairman of NC6, member of AC4 & member of RC5 30 December 2011 18 May 2012 Provides independent advice on automobile industry and strategic deployment to the Board Mr. Wang Yang INED3, member of AC4, member of RC5 & member of NC6 15 September 2010 18 May 2011 Notes: Provides independent advice on corporate finance, investments and merger & acquisitions to the Board Responsibilities of Directors The Directors understand their responsibilities to 1 ED: Executive Director. 2 NED: Non-executive Director. 3 INED: Independent non-executive Director. 4 AC: Audit Committee. 5 RC: Remuneration Committee. 6 NC: Nomination Committee. apply their relevant levels of skill, care and diligence as a director under statute and common law, the Listing Rules, legal and other applicable regulatory requirements when discharging duties. The Board also understands where potential conflicts of interests arise, the non-executive Directors shall take the lead in discussing the relevant transactions being contemplated when there is a Director or any of his associates having a material interest in the transactions and shall abstain from voting. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 030 In order to ensure every newly appointed Director Continuing Professional Development to keep abreast of his responsibilities and conduct The Company arranges continuous professional (especially in the case of non-executive Directors as development (“CPD”) sessions for the Directors at to bringing independent judgments to the Board), and its expense every year so as to develop and refresh to obtain a general understanding of the Company’s their knowledge and skills, and to ensure that their business activities and development, the Company contribution to the Board remains informed and would arrange a comprehensive, formal and tailored relevant. induction for him upon appointment. Such induction training had been arranged for Mr. Carl Peter Edmund During the year, the Company arranged a CPD Moriz Forster, whom was appointed the non- session in relation to (i) consultation on review of executive Director on 9 January 2013. connected transaction rules under the Listing Rules, (ii) consultation on aligning the definitions of connected The Directors disclose to and update the Company person and associate under the Listing Rules, the number and nature of offices they hold in public (iii) The Competition Ordinance, and (iv) The New companies or organisations and other significant Companies Ordinance conducted by an independent commitments, together with the time involved every professional trainer in Hong Kong. As the Directors year; any change of such during the year would are geographically dispersed, the Company also be properly disclosed in due course. All Directors provided tele-conferencing facility to accommodate confirmed that they had given sufficient time and the Directors’ participation in the CPD session. For attention to the Group’s affairs during the year. The the remaining Directors who were engaged with independent non-executive Directors and the non- other business commitment outside Hong Kong, executive Director also declared their independence the Company also provided them with a set of to make constructive and informed comments as PowerPoint slides and a DVD disk for self-learning. to the development of the Company’s strategy and policies. The Board reviewed the relevant disclosure, Apart from the CPD sessions being provided by confirmation and declaration together with their actual the Company, the Board has also put in place time contribution, and agreed that all Directors had the procedures for Directors to seek independent taken active interests in the Group’s affairs during the professional training so as to assist them in year. discharging their duties upon reasonable request. As such, the Directors shall submit their applications with details of the curriculum and course fees to the Chief Executive Officer of the Company (“CEO”) in advance. Once the training is considered acceptable, the course fees shall then be fully reimbursed when valid receipts are provided. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 031 The records of Directors’ participation in CPD or Secretary”). The table below illustrates how each training sessions each year are maintained by the Director participated in the CPD or training session Company Secretary of the Company (the “Company during the year: CPD/Training Session Via teleName of Directors In person conference Self-learning Induction Executive Directors Mr. Li Shu Fu (Chairman) 3 Mr. Yang Jian (Vice Chairman) 3 Mr. Gui Sheng Yue (CEO) 3 Mr. An Cong Hui 3 Mr. Ang Siu Lun, Lawrence 3 Mr. Li Dong Hui, Daniel 3 Mr. Liu Jin Liang 3 Ms. Wei Mei 3 Dr. Zhao Fuquan N/A 1 N/A N/A N/A 3 3 N/A N/A Non-executive Directors Mr. Carl Peter Edmund Moriz Forster Mr. Yin Da Qing, Richard 3 2 N/A N/A Independent Non-executive Directors Mr. Song Lin 3 Mr. Lee Cheuk Yin, Dannis 3 Mr. Yeung Sau Hung, Alex 3 Mr. Fu Yu Wu Mr. Wang Yang 3 3 CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 032 Notes: Securities Transactions of the Directors and the Senior Management 1 Dr. Zhao Fuquan resigned as executive Director on 17 May 2013. 2 Mr. Carl Peter Edmund Moriz Forster was appointed non-executive Director on 9 January 2013. 3 Mr. Yin Da Qing, Richard resigned as non-executive Director on 9 January 2013. During the year, the Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Listing Rules as its own guidelines for dealings in the Company’s securities by its relevant employees (including but not limited to the Directors, Supply of and Access to Information any employee of the Company, any employee of a subsidiary of the Company and its subsidiaries who, The Company provides the Directors with adequate because of their office or employment, are likely to information in such form and of such quality in possess inside information in relation to the Company a timely manner that will enable them to make or its securities). informed decisions and to discharge their duties and responsibilities properly. The Company ensures The Directors, having made specific enquiry, that individual Directors shall have separate and confirmed their compliance with the required independent access to its senior management if and standards set out in the Model Code during the year whenever necessary, and any queries raised by the and there had been no cases of non-compliance Directors should receive a prompt and full response if reported. As at 31 December 2013, the details of possible. Directors’ holding of the Company’s securities are set out on pages 52 to 53 of this annual report. The In regard to notice, intended agenda, papers and senior management of the Company whose profiles materials related to Board meetings, the management are set out on page 26 of this annual report also team is required to provide complete, reliable and declared that they did not hold any shares of the timely information to the Directors with a proper Company as at 31 December 2013. briefing in respect of the matters and issues being contemplated by the Directors in the Board meetings. In addition, the Company issues notices to all The Company also keeps the Board members Directors, senior management, management team well informed of the execution status and latest and relevant employees of the Group reminding them developments of the respective matters and issues to comply with the Model Code 60 days prior to the resolved by the Directors in the Board meetings in a publication of the annual results, 30 days prior to the timely manner. In addition to regular Board meetings, publication of the interim results, and any time when the Company also provides reports in relation to they are in possession of or privy to any unpublished the Group’s consolidated management accounts, inside information of the Group before it is properly sales volume and investor relations activities on a disclosed. monthly basis, and news releases and share price performance on a regular basis to the Directors. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 033 The Company also implements an internal policy on Communication Policy; (ii) reviewed the coverage of handling inside information which is reconcilable with knowledge and skills of the CPD and training sessions the relevant applicable requirements of the Listing arranged for the Directors and senior management Rules. The policy sets out measures and procedures by the Company; (iii) evaluated the effectiveness for the Directors and other relevant officers of the of internal safeguard procedure for overseeing Company to assume duty when dealing with inside timely disclosure of material inside information and information and preservation of its confidentiality perseverance of its confidentiality; (iv) monitored the before proper disclosure. It also sets out guidelines compliance of Model Code by the Directors and for the Board to disclose any inside information in a relevant employees of the Group; and (v) reviewed timely fashion. the Company’s compliance with the CG Code and disclosure in this report. Insurance for Directors and Senior Management During the year, the Company has arranged liability Management Functions Delegated by the Board insurance for the Directors and senior management The Board has delegated the responsibilities of the to provide appropriate coverage based upon execution of strategies and decision making for day- performance of duties by such persons; the Board to-day operation and administration functions of the was satisfied with the insured amount and considered Company to the management team headed by the it adequate. The insured amount is subject to regular CEO. review by the Board. The Board has set out written guidelines for the (B) THE BOARD management team as to when final authority should rest with the Board and its prior approval should be The Company is being headed by the Board obtained before making decisions or entering into any effectively through its strong leadership in the commitments; issues of such include but not limited strategic orientations and balanced control over the to any proposed notifiable transactions, connected overall management of the business operations. transactions, significant domestic and/or overseas investments, major business decisions related to Corporate Governance Duties The Board performed (including but not limited to) the following corporate governance duties during the year: (i) reviewed the existing policies of the Company on corporate governance including Whistleblowing Policy, Remuneration Policy and Shareholders’ operation and business strategy, change of key management of the Group, and disclosure of inside information. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 034 Composition of the Board Appointments and Re-election The Listing Rules require the Company to appoint All Directors, including non-executive Directors, independent non-executive Directors representing are appointed for a specific term of not more than at least one-third of the Board and one of whom three years and are subject to retirement by rotation must have appropriate professional qualifications or at least once every three years at the Company’s accounting or related financial management expertise. general meetings as required by the Listing Rules. As at 31 December 2013, the Board comprised eight executive Directors, one non-executive Director and Pursuant to Article 116 of the Company’s Articles of five independent non-executive Directors, namely Mr. Association (the “Articles of Association”), Song Lin, Mr. Lee Cheuk Yin, Dannis (an associate Mr. Ang Siu Lun, Lawrence, Mr. Liu Jin Liang, Mr. member of the Hong Kong Institute of Certified Public Lee Cheuk Yin, Dannis, Mr. Yeung San Hung, Alex, Accountants and a member of the American Institute and Mr. Wang Yang shall retire by rotation and being of Certified Public Accountants), Mr. Yeung Sau eligible, shall offer themselves for re-election at the Hung, Alex, Mr. Fu Yu Wu and Mr. Wang Yang. On forthcoming annual general meeting of the Company 9 January 2013, Mr. Yin Da Qing, Richard resigned to be held on 29 May 2014 (“AGM 2014”). whilst Mr. Carl Peter Edmund Moriz Forster appointed the non-executive Director. Dr. Zhao Fuquan resigned As Mr. Lee Cheuk Yin, Dannis has served the as an executive Director on 17 May 2013. A table Company more than 9 years since 28 June 2002, illustrating the compositions of the Board and its his further appointment should be subject to a committees is set out on pages 27 to 29 of this separate resolution to be approved by Shareholders. report. By taking into account his independent status in the Board in the past years, and that he is not involved An updated list of Directors and their roles and in the day-to-day management of the Company, the functions dated 29 May 2013 is maintained on the Board believes he is still independent and should Company’s website (http://www.geelyauto.com.hk) be re-elected as the Company’s independent non- under the “Investor Centre” of the section headed executive Director; such reason shall be set out “Environmental, Social and Corporate Governance” in the circular of the AGM 2014 for Shareholders’ and on the website of The Stock Exchange consideration. of Hong Kong Limited (the “Stock Exchange”) (http://www.hkexnews.hk) for Shareholders’ inspection. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 035 Meetings of the Board director. For any Board resolution approving contract, As required by business needs, the Company held a arrangement or any other proposal in which a Director total of 6 regular Board meetings, 24 ad hoc Board or any of his associates has a material interest meetings, 3 meetings of the Audit Committee (“AC”), (“Interested Director”), the Interested Director should 5 meetings of the Remuneration Committee (“RC”), 3 abstain from voting at such Board meetings and he/ meetings of the Nomination Committee (“NC”) and 1 she should not be counted in the quorum present at annual general meeting (“AGM”) for the financial year the meetings. ended 31 December 2013. The following table illustrates the attendance of Most of the meetings of the Board and its committees each Director at the meetings of the Board and its were duly attended by Directors through electronic committees, and general meetings of the Company. means pursuant to the Articles of Association as The denominators indicate the number of respective most of the Directors’ business engagement was meetings held during the year that each Director is in the PRC. During the year, the Directors attended entitled to attend to reflect the effective attendance the meetings of the Board and its committees by rate applicable to any Director(s) whom appointed themselves and they did not appoint any alternate and/or resigned part way during the year. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 036 Attendance Rate for Meetings Regular Ad hoc Board Board AC RC NC Meetings Meetings Meetings Meetings Meetings AGM Mr. Li Shu Fu (Chairman) 5/6 22/24 – – – 0/1 Mr. Yang Jian (Vice Chairman) 5/6 22/24 – – – 1/1 Mr. Gui Sheng Yue (CEO) 6/6 24/24 – – 3/3 1/1 Mr. An Cong Hui 3/6 23/24 – – – 0/1 Mr. Ang Siu Lun, Lawrence 6/6 23/24 – – – 1/1 Mr. Li Dong Hui, Daniel 5/6 23/24 – – – 1/1 Mr. Liu Jin Liang 5/6 24/24 – – – 1/1 6/6 23/24 – 5/5 – 0/1 2/3 17/18 – – – 0/1 Mr. Carl Peter Edmund Moriz Forster 2 6/6 21/22 – – – 0/1 Mr. Yin Da Qing, Richard N/A 2/2 – – – N/A Mr. Song Lin 5/6 23/24 1/3 – – 0/1 Mr. Lee Cheuk Yin, Dannis 6/6 23/24 3/3 5/5 3/3 1/1 Mr. Yeung Sau Hung, Alex 6/6 23/24 3/3 5/5 3/3 0/1 Mr. Fu Yu Wu 6/6 23/24 3/3 5/5 3/3 1/1 Mr. Wang Yang 5/6 23/24 2/3 5/5 3/3 1/1 Name of Directors Executive Directors Ms. Wei Mei Dr. Zhao Fuquan 1 Non-executive Directors 3 Independent Non-executive Directors Notes: 1 Dr. Zhao Fuquan resigned as executive Director on 17 May 2013. 2 Mr. Carl Peter Edmund Moriz Forster was appointed non-executive Director on 9 January 2013. 3 Mr. Yin Da Qing, Richard resigned as non-executive Director on 9 January 2013. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 037 Relation of the Board Members Chairman and Chief Executive Officer None of the members of the Board has any The roles of Chairman and CEO are assumed by Mr. relationship (including financial, business, family or Li Shu Fu and Mr. Gui Sheng Yue, respectively, to other material/relevant relationship(s)) with each other ensure a balance of power and authority. and in particular, with the Chairman and the CEO. The Chairman provides leadership for the effective Existing Non-executive Director and Independent Non-executive Directors Each of the existing non-executive Director and independent non-executive Directors entered into a term of service of three years with the Company under the formal letters of appointment, whose term of service is the same as that of the other executive Directors under the formal service contracts, and is subject to retirement by rotation at least once every three years and offer himself for re-election at the annual general meeting of the Company. Both the letters of appointment and service contracts set out the key terms and conditions of the Directors’ appointment in the designated term of service. Having received annual confirmation from the five independent non-executive Directors for the year ended 31 December 2013 confirming that they had not been involved in any business which might fall under the factors for assessing their independence set out in Rule 3.13 of the Listing Rules, the Company considers all of the independent non-executive Directors are still independent and they have the character, integrity, independence and experience to fulfill their roles effectively. running of the Board by delegating the Company Secretary to facilitate proper convening of Board meetings and dissemination of adequate information, in order to ensure that the Directors would be properly briefed on issues being discussed at Board meetings and that they are encouraged to discuss all key and appropriate issues of the Group in a timely manner. The Chairman has delegated the responsibility of drawing up agenda for each Board meeting to the Company Secretary before circulating it to the Directors for comments, if appropriate, agenda items proposed by other Directors will be included in the agenda for the Board’s further discussion in the meeting so as to assure that the Board meetings are effectively carried out and a culture of openness and constructive relations between executive and nonexecutive Directors are promoted. CP A.2.7 provides that the Chairman should at least annually hold meetings with the non-executive Directors (including independent non-executive Directors) without the executive Directors present. Although the Chairman did not hold a meeting with the non-executive Director and the independent non-executive Directors without the presence of executive Directors during the year, he delegated the Company Secretary to gather any concerns and/or questions that the non-executive Director and the independent non-executive Directors might have and report to him for setting up follow-up meetings, whenever necessary, in due course. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 038 The CEO is primarily responsible for the daily senior management; and to make recommendations operations of the Group with the assistance from to the Board on the remuneration of non-executive other executive Directors and the management team. Directors. The remuneration packages of executive The division of responsibilities between the Board and Directors and senior management should include the management levels were clearly established in benefits in kind, pension rights and compensation writing. The Chairman has also endorsed the Company Secretary to draft relevant policies and guidelines as to upholding good corporate governance practices and procedures of the Group, such as the Shareholders’ Communication Policy for maintaining effective communication with Shareholders and directing their views to the Board as a whole. For details of Shareholders’ rights, please refer to pages 46 to 48 of this report. payments (including any compensation payable for loss or termination of their office or appointment at a reasonable and appropriate level); levels of which should be sufficient to attract, retain and/or compensate Directors and senior management to run the Company successfully without paying more than necessary. The updated terms of reference of the Remuneration Committee dated 17 May 2012 are published on the Company’s website (http://www.geelyauto.com.hk) under the “Investor Centre” of the section headed “Environmental, Social and Corporate Governance” and the Stock Exchange’s website (http://www.hkexnews.hk) for Shareholders’ (C) BOARD COMMITTEES inspection. The Company currently has three Board Committees, namely Remuneration Committee, Nomination Proceedings of the Remuneration Committee Committee and Audit Committee, and the written The Remuneration Committee being chaired by terms of reference of these Board Committees are an independent non-executive Director currently published on the Company’s website comprises members of four independent non- (http://www.geelyauto.com.hk) under the “Investor executive Directors (including the chairman of the Centre” of the section headed “Environmental, committee himself) and one executive Director. Social and Corporate Governance” and the Stock Exchange’s website (http://www.hkexnews.hk) for During the year, the Remuneration Committee held Shareholders’ inspection. 5 meetings. The attendance record, on a named basis, at those meetings is set out in the table on Remuneration Committee The role and function of the Remuneration Committee is to determine the policy for the remuneration package of executive Directors and senior management with access to independent professional advice at the Company’s expense if necessary; to assess performance of executive Directors and senior management; to approve the terms of service contracts of executive Directors and page 36 of this report. The Remuneration Committee considered the following proposals and/or made recommendation to the Board during the year: • Reviewed the compensation payable to the resigning directors and the remuneration package of a newly appointed director; CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 039 • Reviewed the basic monthly salary, benefits The Directors conducted the self-evaluation on their and year-end bonus of individual executive individual performance and contribution to both the Directors and senior management with Board and the Group in year 2013. It was intended reference to their past contribution, experience to establish a formal and transparent assessment and duties as well as the Company’s framework for the Remuneration Committee to Remuneration Policy and prevailing market conditions; • Approved grant of share options to senior management of the Company; and • Reviewed the Company’s Remuneration Policy. make reference to when reviewing the remuneration package of the Directors in the future. Under the Company’s Remuneration Policy, the remuneration packages of the Directors and senior management are made up of the following two tiers: 1) on short-term basis – basic monthly salaries and Disclosure of Remuneration Payable to Directors and Senior Management discretionary year-end bonus; and 2) on long-term incentive basis – share option scheme and retirement benefits. The diversified remuneration package can The Remuneration Committee adopts the model reflect the market value of the relevant duties of described in CP B.1.2(c)(i), which is to determine, the Directors and senior management; encourage with delegated responsibility, the remuneration relevant Directors and senior management to achieve packages of the Directors, in particular, the executive the corporate goal; attract and retain the experienced Directors, and the senior management. In determining human resources of the Group; and provide the remuneration packages of the Directors, the competitive retirement protection. Remuneration Committee ensures no Director or any of his/her associate is involved in deciding his/her For the year ended 31 December 2013, the own remuneration. remuneration payable to members of senior management was within the following bands: By Band Number of Person(s) RMB1,500,001 – RMB2,000,000 2 RMB3,000,001 – RMB3,500,000 1 3 CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 040 For the year ended 31 December 2013, the aggregate of the emoluments in respect of the above members of senior management was as follows: RMB’000 By Category Basic salaries and allowances 3,429 Retirement benefits and scheme contributions 36 Share-based payment expenses 2,703 6,168 For details of Directors’ remuneration, please refer to pages 110 to 111 of this annual report. Nomination Committee The role and function of the Nomination Committee is to The Nomination Committee reviews the composition determine the policy for the nomination of Directors with of the Board on a regular basis so as to ensure the right to seek independent professional advice at the that the Board has a good balance of expertise, Company’s expense if necessary. The updated terms of skills, knowledge and experience which can reference of the Nomination Committee dated 4 March complement the corporate strategy of the Company. 2013 are published on the Company’s website When selecting and recommending candidates for (http://www.geelyauto.com.hk) under the “Investor directorship, the committee takes into account the Centre” of the section headed “Environmental, Social qualification, ability, working experience, leadership, and Corporate Governance” and the Stock Exchange’s professional ethics and independence (as the case website (http://www.hkexnews.hk) for Shareholders’ may be) of the candidates before nominating the inspection. candidates with high caliber to the Board for selection and appointment. Proceedings of the Nomination Committee The Nomination Committee being chaired by an independent non-executive Director currently comprises members of four independent nonexecutive Directors (including the chairman of the committee himself) and one executive Director. During the year, the Nomination Committee held 3 meetings. Apart from nominating a candidate as a director, the committee reviewed the existing structure, size and composition of the Board in accordance with the Board Diversity Policy but did not make any recommendation; and reviewed the independence of the existing five independent nonexecutive Directors. The attendance record, on a named basis, at those meetings is set out in the table on page 36 of this report. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 041 Board Diversity Proceedings of the Audit Committee The Company also early-adopted a new CP on board The Audit Committee being chaired by an diversity. With a view to achieving a sustainable and independent non-executive Director currently balanced development, the Company sees increasing comprises five members (including the chairman of diversity at the Board level as an essential element. the committee himself), solely the independent non- A Board Diversity Policy, which is published on the executive Directors. Company’s website (http://www.geelyauto.com.hk) under the “Investor Centre” of the section headed During the year, the Audit Committee held 3 “Environmental, Social and Corporate Governance” meetings. The attendance record, on a named basis, was recommended by the Nomination Committee and at those meetings is set out in the table on page 36 adopted by the Board in March 2013. of this report. The Audit Committee considered the following businesses and/or made recommendation Audit Committee The role and function of the Audit Committee is to investigate any activity within its terms of reference to the Board, when necessary, during the year: • for the year ended 31 December 2012 fairly and independently and take appropriate follow- including the major accounting issues raised up action if necessary, to seek any information it by the external auditors; requires from any employee(s), whereas all employees are directed to cooperate with any request made by the committee, and to review and ensure that • about possible improprieties in financial reporting, • the annual audit fee for the year ended 31 Committee also acts as the key representative body December 2013; for overseeing the Company’s relations with the of the Audit Committee dated 17 May 2012 are • and confirmed the adequacy of insurance geelyauto.com.hk) under the “Investor Centre” of coverage; the section headed “Environmental, Social and website (http://www.hkexnews.hk) for Shareholders’ Approved the insurance of the Directors’ and officers’ liabilities of the Company published on the Company’s website (http://www. Corporate Governance” and the Stock Exchange’s Assessed the independence and objectivity of the Company’s external auditors and approved internal control or other matters. The Audit external auditor. The updated terms of reference Reviewed the Group’s interim results for the six months ended 30 June 2013; proper arrangements are in place for the Company’s employees to use, in confidence, to raise concerns Reviewed the Group’s audited annual results • Reviewed the internal audit findings conducted by the Internal Audit Department of the inspection. Company and assessed the effectiveness of the internal control system of the Group; and • Reviewed the Whistleblowing Policy. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 042 Relationship with the external auditors • Risk evaluation of the Group; • Relevant procedure and process for accounting Apart from meeting with the Company’s external auditors twice a year for approving the interim results controls; and the annual results, the Audit Committee also meets with the external auditors in the absence of the management team of the Company, including • Self-control assessment of the subsidiaries; • Relevant operating system control; • Construction supervision and the procedure executive Directors, whenever necessary to discuss any issues related to the audit (e.g. nature and scope of the audit, reporting obligations, audit fee, nature and scope of non-audit service provided, and those and process for capital expenditure control; arising from the audit (e.g. judgment used in the financial reporting, compliance with financial reporting and auditing standards), etc.) so as to review and • Audit on international business risk; • Evaluation of risk following the implementation monitor the independence and objectivity of the Company’s external auditors, and the effectiveness of the audit process in accordance with applicable of the recently-amended “The Provisions on standards. the Liability for the Repair, Replacement and Return of Household Automotive Products” in relation to product recall, repair, replacement Internal Control and return (the New 3Rs and Recall Law); The Board is fully responsible for the Group’s internal control systems, and delegates the responsibility of • Continuous professional development and monitoring the effectiveness of the internal control training for Directors and senior management; systems of the Group to the Audit Committee. The and Internal Audit Department of the Company is further delegated by the Audit Committee to carry out routine • Other business projects (including risk work for effectiveness evaluation of the internal assessment projects on the feasibility of control systems of the Group; findings of which will merger, disposal, etc.). be reported regularly to the Audit Committee and administratively to the CEO. The evaluation covered important internal control aspects. There was no material monitoring error or During the year, the Internal Audit Department of the Company evaluated the effectiveness of the Group’s internal control systems in respect of financial, operational and compliance controls & risk management functions in the following areas: weaknesses identified during the year. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 043 The Board conducted an annual review of the effectiveness of the Group’s internal control systems through the Audit Committee, which was reported by the Internal Audit Department of the Company in quarterly meetings. The Board considered the internal control systems of the Group, including the adequacy of resources, human resources, training programmes and related budget of the Group’s accounting and financial reporting function, effective and adequate. The Internal Audit Department of the Company reported quarterly, or on ad hoc basis, to the Audit Committee on internal control matters, and reported administratively to the CEO and the management team. The Audit Committee expressed concerns over the internal control matters, and it delegated the Internal Audit Department of the Company to communicate the internal audit results with and make recommendation to the management team. The Internal Audit Department of the Company maintained an effective communication with the external auditors. They had meetings regarding the Group’s internal control systems before the interim review and annual audit. During the year, pursuant to “The Provisions on the Liability for the Repair, Replacement and Return of Household Automotive Products” published by the State’s General Administration of Quality Supervision, Inspection and Quarantine, the Internal Audit Department of the Company worked together with the management team to conduct an evaluation of related risk and subsequently implemented preventive actions. (D) ACCOUNTABILITY AND AUDIT The Directors were provided with major financial information and the related information of the Company that would enable them to make an informed assessment. Such information would be provided on a monthly basis which includes but not limited to the background or explanatory information relating to disclosure, budgets, forecasts and other relevant internal financial statements, such as consolidated financial statements of the Company. The Directors acknowledge their responsibility for preparing the accounts of each financial period, which should give a true and fair view of the operating results and financial conditions of the Company, and for monitoring the integrity of the Company’s financial statements and corporate communications. In preparing the financial statements for the year ended 31 December 2013, the Directors have selected appropriate accounting policies and applied them consistently; made judgments and estimates that are prudent and reasonable; and prepared accounts on a going concern basis. During the year, the Directors were not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 044 The Directors acknowledged that their responsibility • is to present a balanced, clear and understandable Focus on quality, technology, customer services and satisfaction; assessment being extended to annual and interim reports, other inside information announcements • Organic expansion to be supplemented and other financial disclosures as required under by mergers and acquisitions and strategic the Listing Rules, and reports to regulators as well alliances; and as information required to be disclosed pursuant to statutory requirements. Aside from the above, • Preservation of its competitive strength in cost the Company has been announcing the latest effectiveness, flexibility and intellectual property monthly sales volume figures on a voluntary basis resources. since January 2010 in order to further enhance the transparency of the Company. External Auditors and their Remuneration Grant Thornton Hong Kong Limited, the independent Long-term Strategy auditors of the Company, has declared its reporting The Company’s long-term objective is to deliver responsibilities regarding the consolidated financial sustainable growth in shareholders’ return as a statements of the Company for the year ended 31 leading international automobile group with good December 2013 in the independent auditors’ report reputation and integrity, winning respects from set out on pages 69 to 70 of this annual report. its customers and industry peers. The strategies employed to achieve these goals include: In 2013, there was no disagreement between the Board and the Audit Committee on the re- • Achieving economies of scale through rapid appointment of Grant Thornton Hong Kong Limited expansion of sales volume and production as well as their fees and terms of engagement after capacity; the assessment of their independence and objectivity conducted by the Audit Committee. Grant Thornton • Increase in sales volume through broadening Hong Kong Limited shall hold office until re-election product range and expansion geographically in by the Shareholders at the forthcoming annual both domestic and international markets; general meeting of the Company. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 045 For the year ended 31 December 2013, the remuneration for the provision of audit and non-audit services by the auditors to the Group was as follows: 2013 2012 RMB’000 RMB’000 4,772 4,541 Interim review 435 405 Major transaction on formation of a joint venture* 416 – 851 405 5,623 4,946 Audit Service Annual audit Non-audit Service Total * (E) Please refer to the Company’s announcement dated 16 December 2013 for details. Company Secretary The Company Secretary is an employee of the the Board to seek independent professional advice in Company and is involved in the Company’s affairs. appropriate circumstances at the Company’s expense He took more than 15 hours’ professional training for to assist the Directors in performing their duties to the the year ended 31 December 2013. Company. Reporting to the Chairman and/or the CEO, the The Company Secretary, as delegated by the Company Secretary plays an important role in Chairman, is responsible for preparing the meeting ensuring proper Board procedures are tailored to the agenda, serving notice to the Board at least 14 days Company’s business needs and compliance with all before the regular meetings or at a reasonable time applicable laws, rules and regulations. The Directors for other ad hoc meetings, and providing relevant could obtain advice and services from the Company Board papers to the Directors at least 3 days before Secretary for any updates and developments in the meetings, so as to ensure that the Directors corporate governance, applicable laws and regulations receive adequate, accurate, clear, complete and when necessary. Upon reasonable request by the reliable information in a timely manner for effective Directors, the Company Secretary is delegated by and informed decision making. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 046 The Company Secretary also ensures that the 1. On the written requisition of any two or more Board meetings are convened and constituted in shareholders of the Company holding as at accordance with all applicable laws, regulations and the date of deposit of the requisition not less the procedural requirements set out in the Articles than 10 per cent of the paid-up capital of the of Association at all times. In addition, the Company Company which carries the right of voting at a Secretary will take minutes of the meetings and general meeting of the Company; circulate them to the Directors for comments at a reasonable time after the meetings. Minutes of the 2. meeting, be signed by the requisitionists, and meetings should record in sufficient detail the matters be deposited at the principal place of business considered and decisions reached, including any of the Company in Hong Kong as set out concerns raised by Directors in dissenting views on page 172 of this annual report under the expressed. After incorporating Directors’ comments, ‘Directory’ section; the executed version of the minutes will be maintained by the Company Secretary and be open for Directors’ inspection during normal office hours. The requisition must specify the objects of the 3. If the Board does not within 21 days from the date of deposit of the requisition proceed to convene the meeting to be held within a further (F) 21 days, the requisitionist(s) representing more Shareholders’ Rights than one-half of their total voting rights in The Company had posted the Shareholders’ aggregate may convene the general meeting Communication Policy, which sets out its policy themselves, provided that any meeting so of maintaining communications with Shareholders, convened shall not be held after the expiration Shareholders’ rights and the procedures that of three months from the date of deposit of Shareholders can follow to propose a person for the requisition; election as a Director, on 16 March 2012 on its website (http://www.geelyauto.com.hk) under the 4. The requisitionist(s) must convene the general “Investor Centre” of the section headed “Environmental, meeting in the same manner, as nearly as Social and Corporate Governance” for Shareholders’ possible, as that in which meetings may be inspection. convened by the Board and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be How can Shareholders convene an reimbursed to them by the Company; and extraordinary general meeting and put forward proposals at the general meetings? All general meetings other than the annual general 5. If the Board fails to give shareholders of the Company sufficient notice (i.e. not less than meeting are called extraordinary general meetings. 21 days for the annual general meeting and/ An extraordinary general meeting may be convened or for passing of special resolution(s) at the at the request of (or requisitioned by) Shareholders extraordinary general meeting, or not less than under the following conditions: 14 days for passing of ordinary resolution(s) at the extraordinary general meeting), the meeting is deemed not to have been duly convened. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 047 If Shareholders would like to put forward proposals A.6.7 stipulates that the independent non-executive at the general meetings, they have to sign a written Directors and the non-executive Director shall proposal specifying the details of the proposal and attend the general meetings of the Company. If the their contact details (e.g. name, telephone number, Chairman could not attend the general meeting of the email address, etc.) and addressing it to the Board Company in person, he would assign an executive (care of the Company Secretary) then deposit it at the Director, who does not have a material interest in the Company’s principal place of business in Hong Kong businesses contemplating in the meeting and should as set out on page 172 of this annual report, not less report to him on any enquiries Shareholders might than 32 days before the upcoming general meeting at have, to attend the general meeting on his behalf. the time. The Board shall take into consideration the Further, the Company would facilitate a conference details of the proposal and reply to the Shareholders call for Shareholders and the Directors who are concerned by writing of when and how the proposal unable to attend in person (including the Chairman) is considered, or if applicable, why the proposal not to discuss any specific enquiries with respect to the accepted in due course. businesses contemplating in the general meeting. In addition, the external auditors shall attend the annual Enquiries to be properly directed to the Board The Company’s Investor Relations Department being led by an executive Director, namely Mr. Ang Siu Lun, Lawrence (“Mr. Ang”), is responsible for responding to general enquiries on the Company’s business operations from Shareholders. Mr. Ang is delegated by the Board to handle enquiries from the Shareholders and report to the Board on enquiries gathered for further discussions from time to time, so as to ensure that those enquiries are properly directed. When dealing with enquiries, the Investor Relations Department of the Company is in strict compliance with the internal policy of the Company on inside information at all times. general meeting of the Company to answer questions about the conduct of the audit, the preparation and content of the auditors’ report, accounting policies and auditor independence. The Company held its annual general meeting on 16 May 2013. Due to business commitment in the PRC, Mr. Li Shu Fu, the Chairman, was unable to attend the general meeting in person. Mr. Ang Siu Lun, Lawrence, an executive Director, Mr. Lee Cheuk Yin, Dannis, an independent non-executive Director and the chairman of the Audit Committee, and Grant Thornton Hong Kong Limited, the Company’s external auditors, attended and answered questions raised by the Shareholders at the general meeting physically. Mr. Fu Yu Wu, an independent non-executive Director and the chairman of the Nomination Committee, Mr. Wang Yang, an independent non-executive Director, Communication with Shareholders and other executive Directors attended the meeting CP E.1.2 provides that the Chairman and the via conference call. The attendance of the Directors chairman of respective Board committees shall attend at the annual general meeting of the Company is set the annual general meeting of the Company and CP out on page 36 of this report. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 048 (G) Voting by Poll For any resolutions proposed by the Company at the general meetings, bundling resolutions should be avoided. The Listing Rules stipulate that any vote Investor Relations Details of substantial Shareholders by aggregate shareholding of shareholders at all general meetings would be all Details of Shareholders having a substantial interest in taken by poll except where the chairman, in good the Company’s securities as defined in the Securities faith, decides to allow a resolution which relates and Futures Ordinance as at 31 December 2013 are purely to a procedural or administrative matter to be set out on page 57 of this annual report. voted on by a show of hands. Details of the last annual general meeting of The chairman of the general meetings shall ensure the Company that an explanation is provided with the detailed procedures for conducting a poll and answer any questions from the Shareholders on voting by poll to ensure that they are familiar with the procedures. Time: 16 May 2013 (Thursday) at 10:00 a.m. Venue: Room 2301, 23/F., Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong Major items discussed: (i) Received and considered report of the directors, audited financial statements and auditors’ report; (ii) Declared a final dividend; (iii) Re-elected Mr. Li Shu Fu, Mr. Yang Jian, Mr. Gui Sheng Yue, Dr. Zhao Fuquan, Ms. Wei Mei and Mr. Carl Peter Edmund Moriz Forster as the Directors; (iv) Authorised the Board to fix the remuneration of the Directors; (v) Re-appointed Grant Thornton Hong Kong Limited as the auditors of the Company; and (vi) Voting results: Granted a general mandate to the Directors to issue and allot new shares. all resolutions were duly passed by the Shareholders as ordinary resolutions by way of poll. CORPORATE GOVERNANCE REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Corporate Governance Report 049 Indication of important dates for the Shareholders in 2014/2015 Event Closure of the Company’s register of Date : 27 – 29 May 2014 (Tuesday – Thursday) Forthcoming annual general meeting : 29 May 2014 (Thursday) at 4:30 p.m. Ex-final dividend : 9 June 2014 (Monday) Book Close for entitlement of final dividend : 11 – 13 June 2014 (Wednesday – Friday) Record date for final dividend entitlement : 13 June 2014 (Friday) Final dividend distribution : July 2014 2014 interim results announcement : Late August 2014 (to be confirmed) Financial year end : 31 December 2014 (Wednesday) 2014 annual results announcement : Late March 2015 (to be confirmed) members (“Book Close”) for entitlement of voting rights at the forthcoming annual general meeting DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 050 The directors present their annual report together with the The register of members of the Company will be closed from audited consolidated financial statements of the Company 11 June 2014 to 13 June 2014, both dates inclusive, during for the year ended 31 December 2013. which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all completed PRINCIPAL ACTIVITIES transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in The Company is an investment holding company. The Hong Kong, Union Registrars Limited, at 18/F., Fook Lee principal activities of the Company’s subsidiaries are set out Commercial Centre Town Place, 33 Lockhart Road, Wan in note 39 to the consolidated financial statements. Chai, Hong Kong, for registration not later than 4:00 p.m. on 10 June 2014. RESULTS The results of the Group for the year ended 31 December FINANCIAL SUMMARY 2013 are set out in the consolidated income statement A summary of the results and assets and liabilities of the and consolidated statement of comprehensive income on Group for the past five financial years is set out on page 3 of page 71 and page 72, respectively of the annual report. the annual report. The directors recommend the payment of a final dividend of HK$0.046 per share to the shareholders on the register of members of the Company on 13 June 2014, amounting to approximately RMB319,845,000. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS Details of movements during the year in the property, plant CLOSING OF REGISTER OF MEMBERS The register of members of the Company will be closed from and equipment and intangible assets of the Group are set out in note 14 and note 15, respectively, to the consolidated financial statements. 27 May 2014 to 29 May 2014, both dates inclusive, during which period no transfer of shares will be registered. In order to establish entitlements of attending and voting at the SHARE CAPITAL forthcoming annual general meeting of the Company to be held Details of the share capital of the Company are set out in on 29 May 2014, all completed transfer forms accompanied note 28 to the consolidated financial statements. by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Union Registrars Limited, at 18/F., Fook Lee Commercial Centre Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, for registration not later than 4:00 p.m. on 26 May 2014. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 051 RESERVES Details of the movements in the reserves of Group and the Company during the year are set out in the consolidated statement of changes in equity on page 76 and the movement of reserves of the Company on page 163 of the annual report, respectively. In accordance with Article 116 of the Company’s Articles of Association, Mr. Ang Siu Lun, Lawrence, Mr. Liu Jin Liang, Mr. Lee Cheuk Yin, Dannis, Mr. Yeung San Hung, Alex and Mr. Wang Yang shall retire by rotation and being eligible, shall offer themselves for re-election at the forthcoming annual general meeting of the Company. No director proposed for re-election at the forthcoming annual general meeting has a service contract which is not determinable by DIRECTORS The directors of the Company during the year and up to the date of this report were: Executive directors: Mr. Li Shu Fu (Chairman) Mr. Yang Jian (Vice Chairman) Mr. Gui Sheng Yue (Chief Executive Officer) the Group within one year without payment of compensation (other than statutory compensation). The independent non-executive directors all have a fixed term of 3-year service and will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s Articles of Association. Mr. An Cong Hui Mr. Ang Siu Lun, Lawrence Mr. Li Dong Hui, Daniel Mr. Liu Jin Liang Dr. Zhao Fuquan (Resigned on 17 May 2013) Ms. Wei Mei Non-executive directors: Mr. Yin Da Qing, Richard (Resigned on 9 January 2013) Mr. Carl Peter Edmund Moriz Forster (Appointed on 9 January 2013) Independent non-executive directors: Mr. Song Lin Mr. Lee Cheuk Yin, Dannis Mr. Yeung Sau Hung, Alex Mr. Fu Yu Wu Mr. Wang Yang DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SECURITIES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS As at 31 December 2013, the interests and short positions of the directors in the securities of the Company and its associated corporations, within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”), which were required to be notified to the Company and the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) pursuant to Part XV of the SFO, including interest and short positions which they were deemed or taken to have under such provisions of the SFO, or which are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) to be notified to the Company and the Stock Exchange were as follows: DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 052 (I) Interests and short positions in the securities of the Company Number of securities Name of director Capacity Shareholding in the Company percentage Long position Short position (%) 3,751,159,000 – 42.62 Shares Mr. Li Shu Fu (Note 1) Interest in controlled corporation Mr. Yang Jian Personal 8,000,000 – 0.09 Mr. Gui Sheng Yue Personal 11,800,000 – 0.13 Mr. An Cong Hui Personal 6,000,000 – 0.07 Mr. Ang Siu Lun, Lawrence Personal 4,270,000 – 0.05 Personal 12,000,000 – 0.14 – 0.13 – 0.10 – 0.12 Share options Mr. Yang Jian (Note 2) Mr. Gui Sheng Yue Personal 11,500,000 (Note 2) Mr. An Cong Hui Personal 9,000,000 (Note 2) Mr. Ang Siu Lun, Lawrence Personal 11,000,000 (Note 2) DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 053 Number of securities Name of director Mr. Li Dong Hui, Daniel Capacity Personal Shareholding in the Company percentage Long position Short position (%) 7,000,000 – 0.08 – 0.10 – 0.09 – 0.01 – 0.01 – 0.01 (Note 2) Mr. Liu Jin Liang Personal 9,000,000 (Note 2) Ms. Wei Mei Personal 8,000,000 (Note 2) Mr. Song Lin Personal 1,000,000 (Note 2) Mr. Yeung Sau Hung, Alex Personal 1,000,000 (Note 2) Mr. Lee Cheuk Yin, Dannis Personal 1,000,000 (Note 2) Notes: (1) Proper Glory Holding Inc. (“Proper Glory”) and its (2) This share option interest is also referred to in concert parties in aggregate hold 3,751,159,000 the section headed “Share Options” below. The shares, representing approximately 42.62% of percentage of holding is calculated on the basis the issued share capital of the Company as at 31 (i) that the options are fully exercised; and (ii) the December 2013. Proper Glory is a private company number of issued share capital of the Company incorporated in the British Virgin Islands and is when the options are exercised is the same as that beneficially wholly owned by Mr. Li Shu Fu and his as 31 December 2013. associate. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 054 (II) Interests and short positions in the securities of the associated corporations of the Company Name of its associated Name of Director corporations Mr. Li Shu Fu Proper Glory Holding Inc. Mr. Li Shu Fu Geely Group Limited Mr. Li Shu Fu Zhejiang Geely Holding Number of shares in Shareholding its associated corporations percentage Long Position Short Position (%) (Note 1) – (Note 1) 50,000 – 100 (Note 2) – (Note 2) (Note 3) – (Note 3) (Note 4) – (Note 4) (Note 5) – (Note 5) (Note 6) – (Note 6) (Note 7) – (Note 7) (Note 8) – (Note 8) (Note 9) – (Note 9) Group Company Limited Mr. Li Shu Fu Zhejiang Geely Automobile Company Limited Mr. Li Shu Fu Shanghai Maple Automobile Company Limited Mr. Li Shu Fu Zhejiang Haoqing Automobile Manufacturing Company Limited Mr. Li Shu Fu Zhejiang Jirun Automobile Company Limited Mr. Li Shu Fu Shanghai Maple Guorun Automobile Company Limited Mr. Li Shu Fu Zhejiang Kingkong Automobile Company Limited Mr. Li Shu Fu Zhejiang Ruhoo Automobile Company Limited DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 055 Name of its associated Name of Director Mr. Li Shu Fu corporations Number of shares in Shareholding its associated corporations percentage Long Position Short Position (%) (Note 10) – (Note 10) (Note 11) – (Note 11) (Note 12) – (Note 12) (Note 13) – (Note 13) Hunan Geely Automobile Components Company Limited Mr. Li Shu Fu Chengdu Gaoyuan Automobile Industries Company Limited Mr. Li Shu Fu Jinan Geely Automobile Company Limited Mr. Li Shu Fu Lanzhou Geely Automobile Industries Company Limited Notes: (1) Proper Glory Holding Inc. is a private company (4) Shanghai Maple Automobile Company Limited incorporated in the British Virgin Islands and is (“Shanghai Maple Automobile”) is a private company owned as to 68% by Zhejiang Geely Holding Group incorporated in the PRC and is beneficially wholly Company Limited (“Geely Holding”) and as to 32% owned by Mr. Li Shu Fu and his associate. by Geely Group Limited. Geely Group Limited is a private company incorporated in the British Virgin (5) Zhejiang Haoqing Automobile Manufacturing Islands and is wholly owned by Mr. Li Shu Fu. Geely Company Limited (“Zhejiang Haoqing”) is a private Holding is a private company incorporated in the company incorporated in the PRC and is beneficially PRC and is beneficially wholly owned by Mr. Li Shu wholly owned by Mr. Li Shu Fu and his associate. Fu and his associate. (6) (2) Zhejiang Jirun Automobile Company Limited Geely Holding is a private company incorporated in (“Zhejiang Jirun”) is incorporated in the PRC and the PRC and is beneficially wholly owned by Mr. Li is 1%-owned by Zhejiang Geely. Zhejiang Geely is Shu Fu and his associate. a private company incorporated in the PRC and is beneficially wholly owned by Mr. Li Shu Fu and his (3) Zhejiang Geely Automobile Company Limited (“Zhejiang Geely”) is a private company incorporated in the PRC and is beneficially wholly owned by Mr. Li Shu Fu and his associate. associate. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 056 (7) Shanghai Maple Guorun Automobile Company (12) Limited (“Shanghai Maple”) is incorporated in private company incorporated in the PRC and is the PRC and is 1%-owned by Shanghai Maple owned as to 90% by Zhejiang Jirun and as to 10% Automobile. Shanghai Maple Automobile is a private by Shanghai Maple. Zhejiang Jirun and Shanghai company incorporated in the PRC and is beneficially Maple is 1% directly owned by Zhejiang Geely and wholly owned by Mr. Li Shu Fu and his associate. (8) Shanghai Maple Automobile, respectively. Both Zhejiang Geely and Shanghai Maple Automobile are Zhejiang Kingkong Automobile Company Limited private companies incorporated in the PRC and are is incorporated in the PRC and is 1%-owned by beneficially wholly owned by Mr. Li Shu Fu and his Zhejiang Haoqing. Zhejiang Haoqing is a private associate. company incorporated in the PRC and is beneficially wholly owned by Mr. Li Shu Fu and his associate. (9) (13) PRC and is owned as to 90% by Zhejiang Jirun and as to 10% by Shanghai Maple. Zhejiang Jirun and Zhejiang Haoqing. Zhejiang Haoqing is a private Shanghai Maple is 1% directly owned by Zhejiang company incorporated in the PRC and is beneficially Geely and Shanghai Maple Automobile, respectively. wholly owned by Mr. Li Shu Fu and his associate. Both Zhejiang Geely and Shanghai Maple Automobile Hunan Geely Automobile Components Company are private companies incorporated in the PRC and Limited is incorporated in the PRC and is 1%-owned are beneficially wholly owned by Mr. Li Shu Fu and by Zhejiang Haoqing. Zhejiang Haoqing is a private his associate. company incorporated in the PRC and is beneficially wholly owned by Mr. Li Shu Fu and his associate. (11) Lanzhou Geely Automobile Industries Company Limited is a private company incorporated in the Zhejiang Ruhoo Automobile Company Limited is incorporated in the PRC and is 1%-owned by (10) Jinan Geely Automobile Company Limited is a Save as disclosed above, as at 31 December 2013, none of the directors or their associates had any personal, family, Chengdu Gaoyuan Automobile Industries Company corporate or other interests in the equity securities of the Limited is a private company incorporated in the Company or any of its associated corporations as defined in PRC and is owned as to 90% by Zhejiang Jirun and the SFO. as to 10% by Shanghai Maple. Zhejiang Jirun and Shanghai Maple is 1% directly owned by Zhejiang Geely and Shanghai Maple Automobile, respectively. Both Zhejiang Geely and Shanghai Maple Automobile are private companies incorporated in the PRC and are beneficially wholly owned by Mr. Li Shu Fu and his associate. INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF OTHER PERSONS As at 31 December 2013, the following persons (other than the directors or the chief executive of the Company) had interests or short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO: DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 057 Substantial Shareholders (as defined in the SFO) Shareholding Name Proper Glory Capacity Number of shares held Lending Pool Percentage Long position Short position (%) Beneficial owner 2,462,400,000 – – 27.98 Interest in controlled 3,751,072,000 – – 42.62 Beneficial owner 776,408,000 – – 8.82 Beneficial owner 87,000 – – 0.001 2,462,400,000 – – 27.98 612,843,334 – – 6.96 – 2,525,000 – 0.03 531,725,551 – – 6.04 – 68,444,471 – 0.78 – – 208,788,825 2.37 (Note 1) Geely Holding (Note 1) Zhejiang Geely corporation (Note 2) Geely Group Limited (Note 1) Interest in controlled corporation BlackRock, Inc. Interest in controlled corporation JPMorgan Chase & Co. Interest in controlled corporation DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 058 Notes: 1. Proper Glory is a private company incorporated in the British the chief executive of the Company) who had an interest Virgin Islands and is owned as to 68% by Zhejiang Geely or a short position in the shares and underlying shares of Holding Group Company Limited (“Geely Holding”) and as the Company as at 31 December 2013 as recorded in the to 32% by Geely Group Limited. Geely Group Limited is a register required to be kept by the Company pursuant to private company incorporated in the British Virgin Islands Section 336 of the SFO. and is wholly owned by Mr. Li Shu Fu. Geely Holding is a private company incorporated in the PRC and is beneficially owned by Mr. Li Shu Fu and his associate. 2. SHARE OPTIONS Zhejiang Geely is a private company incorporated in the PRC and is beneficially owned by Mr. Li Shu Fu and his Particulars of the Company’ share option scheme are set out in note 33 to the consolidated financial statements. associate. The following table discloses movements in the Company’s share options during the year. Save as disclosed above, the Company had not been notified of any other person (other than the directors or Exercise Period Exercise price Outstanding at Granted during Exercised Forfeited during per share 1.1.2013 the year during the year the year Transfer upon Outstanding at resignation 31.12.2013 HK$ Director Mr. Yang Jian 18.1.2010 – 17.1.2020 4.07 12,000,000 – – – – 12,000,000 Mr. Gui Sheng Yue 18.1.2010 – 17.1.2020 4.07 11,500,000 – – – – 11,500,000 Mr. An Cong Hui 18.1.2010 – 17.1.2020 4.07 9,000,000 – – – – 9,000,000 Mr. Ang Siu Lun, Lawrence 18.1.2010 – 17.1.2020 4.07 11,000,000 – – – – 11,000,000 Mr. Li Dong Hui, Daniel 23.3.2012 – 22.3.2022 4.07 7,000,000 – – – – 7,000,000 Mr. Liu Jin Liang 18.1.2010 – 17.1.2020 4.07 9,000,000 – – – – 9,000,000 Dr. Zhao Fuquan 18.1.2010 – 17.1.2020 4.07 11,000,000 – – (11,000,000) – – Ms. Wei Mei 18.1.2010 – 17.1.2020 4.07 3,000,000 – – – – 3,000,000 23.3.2012 – 22.3.2022 4.07 5,000,000 – – – – 5,000,000 DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 059 Exercise Period Exercise price Outstanding at Granted during Exercised Forfeited during per share 1.1.2013 the year during the year the year Transfer upon Outstanding at resignation 31.12.2013 HK$ Mr. Yin Da Qing, Richard 18.1.2010 – 17.1.2020 4.07 11,000,000 – – – (11,000,000) – Mr. Song Lin 18.1.2010 – 17.1.2020 4.07 1,000,000 – – – – 1,000,000 Mr. Lee Cheuk Yin, Dannis 18.1.2010 – 17.1.2020 4.07 1,000,000 – – – – 1,000,000 Mr. Yeung Sau Hung, Alex 18.1.2010 – 17.1.2020 4.07 1,000,000 – – – – 1,000,000 Continuous contract 8.5.2008 – 7.5.2013 0.92 14,330,000 – (14,330,000) – – – 18.1.2010 – 17.1.2020 4.07 359,400,000 – – (39,800,000) 11,000,000 330,600,000 employees 21.4.2010 – 20.4.2020 4.07 14,400,000 – – – – 14,400,000 23.3.2012 – 22.3.2022 4.07 12,000,000 – – – – 12,000,000 25.6.2012 – 24.6.2022 4.07 9,000,000 – – – – 9,000,000 17.1.2013 – 16.1.2023 4.11 – 4,100,000 – – – 4,100,000 501,630,000 4,100,000 (14,330,000) (50,800,000) – 440,600,000 ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE Other than the share options disclosed above, at no time Details of transactions between the Group and other during the year was the Company, its holding company companies under the control of Mr. Li Shu Fu during the or any of its subsidiaries, a party to any arrangements to year are set out in note 35 to the consolidated financial enable the directors of the Company to acquire benefits by statements. means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Save as disclosed above, no contracts of significance to which the Company, its holding company or any of its subsidiaries, was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 060 CONNECTED TRANSACTIONS & CONTINUING CONNECTED TRANSACTIONS 2. Acquisition of Assets for Vehicles Production from Geely Holding During the year, the Group entered into certain related party Pursuant to the sales and purchase agreement transactions which also constitute connected transactions dated 10 December 2013, the Company agreed under Chapter 14A of the Listing Rules. All the connected with Zhejiang Geely Holding Group Company Limited transactions and continuing connected transactions with (“Geely Holding”) for the acquisition of certain assets disclosure requirements under the Listing Rules during the for vehicles production at a total consideration of year were listed below and some of these transactions RMB80,390,061. were also set out in note 35 to the consolidated financial statements. The directors of the Company confirm they have complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. CONTINUING CONNECTED TRANSACTIONS 1. Supply and Purchase Agreement for Automobile Parts and Components, SKD Components CONNECTED TRANSACTIONS 1. and CKDs (without the imported engine, transmission and automobile parts) between Disposal of 51% Interest in the Registered Shanghai LTI and Shanghai Maple Automobile Capital of Shanghai LTI Pursuant to the Supply and Purchase Agreement Pursuant to the equity transfer agreement dated for Automobile Parts and Components, Semi Knock 5 February 2013, Luck Empire Investment Limited Down Kit (“SKD”) Components and Complete (“Luck Empire”), an indirectly wholly owned subsidiary Knock Down Kits (“CKDs”) (without the imported of the Company, entered into a transaction with engine, transmission and automobile parts) dated Shanghai Maple Automobile Company Limited 27 November 2009, the Shanghai LTI Automobile (“Shanghai Maple”) to dispose of its entire 51% Components Company Limited (“Shanghai LTI”) interest in the registered capital of Shanghai agrees to supply to the Shanghai Maple Automobile LTI Automobile Components Company Limited Company Limited (“Shanghai Maple Automobile”) (“Shanghai LTI”), an indirectly owned subsidiary of the and Shanghai Maple Automobile agrees to purchase Company, to Shanghai Maple at a consideration of from the Shanghai LTI the automobile parts and RMB173,350,000. components, SKD components and CKDs (without the imported engine, transmission and automobile parts) to be used in the LTI TX Series Products and saloon cars in accordance with product specification set out in the Supply and Purchase Agreement for Automobile Parts, Components and Sub-Assembly. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 061 The aforesaid continuing connected transactions have been reviewed by the independent non-executive directors of the Company. The independent nonexecutive directors confirmed that the aforesaid connected transactions were entered into (a) in the 2. Services Agreement between the Company and Geely Holding • Sales of CKDs and Sedan Tool Kits from the Group to the Geely Holding Group ordinary and usual course of business of the Group; Pursuant to the Services Agreement dated (b) either on normal commercial terms or on terms no 27 November 2009, Geely Automobile less favourable to the Group than terms available to Holdings Limited (the “Company”) and its or from independent third parties; (c) in accordance subsidiaries (collectively, the “Group”) agrees with the relevant agreements governing them on terms to supply to the Zhejiang Geely Holding Group that are fair and reasonable and in the interests of the Company Limited (“Geely Holding”) and its shareholders of the Company as a whole; and (d) had subsidiaries (collectively, the “Geely Holding been determined to be RMB15.018 million which, did Group”), Complete Knock Down Kits (“CKDs”) not exceed the annual cap of RMB223 million for the and sedan tool kits in accordance with the year ended 31 December 2013 as approved by the product specifications set out in the Services Stock Exchange and the Independent Shareholders. Agreement. Based on the work performed, the auditors of the The aforesaid continuing connected Company have confirmed that the aforesaid transactions have been reviewed by the continuing connected transactions (a) have been independent non-executive directors of the approved by the board of directors of the Company; Company. The independent non-executive (b) have been entered into in accordance with directors confirmed that the aforesaid the terms of the relevant agreements governing connected transactions were entered into (a) the transactions; and (c) had been determined to in the ordinary and usual course of business be RMB15.018 million which, did not exceed the of the Group; (b) either on normal commercial annual cap of RMB223 million for the year ended 31 terms or on terms no less favourable to December 2013 as approved by the Stock Exchange the Group than terms available to or from and the Independent Shareholders. independent third parties; (c) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (d) had been determined to be RMB24,612.532 million for sales of CKDs and sedan tool kits which did not exceed the annual cap of RMB41,194.875 million for sales of CKDs and sedan tool kits for the year ended 31 December 2013 as approved by the Stock Exchange and the Independent Shareholders. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 062 Based on the work performed, the auditors of the Group; (b) either on normal commercial of the Company have confirmed that the terms or on terms no less favourable to aforesaid continuing connected transactions (a) the Group than terms available to or from have been approved by the board of directors independent third parties; (c) in accordance of the Company; (b) have been entered into with the relevant agreements governing them in accordance with the terms of the relevant on terms that are fair and reasonable and in agreements governing the transactions; and (c) the interests of the shareholders of the Company had been determined to be RMB24,612.532 as a whole; and (d) had been determined to million for sales of CKDs and sedan tool be RMB30,147.665 million for purchases of kits which did not exceed the annual cap of CBUs, automobile parts and components RMB41,194.875 million for sales of CKDs and provision of process manufacturing and sedan tool kits for the year ended 31 services which did not exceed the annual cap December 2013 as approved by the Stock of RMB51,990.255 million for purchases of Exchange and the Independent Shareholders. CBUs, automobile parts and components and provision of process manufacturing services • Sales of CBUs, automobile parts and components; and provision of process manufacturing services from Geely Holding Group to the Group Pursuant to the Services Agreement dated 27 November 2009, Geely Holding Group agreed to sell to the Group the complete buildup units (“CBUs”), automobile parts and components; and provide process manufacturing process to the Group in accordance with the product and service specifications set out in the Services Agreement. The aforesaid continuing connected transactions have been reviewed by the independent non-executive directors of the Company. The independent non-executive directors confirmed that the aforesaid connected transactions were entered into (a) in the ordinary and usual course of business for the year ended 31 December 2013 as approved by the Stock Exchange and the Independent Shareholders. Based on the work performed, the auditors of the Company have confirmed that the aforesaid continuing connected transactions (a) have been approved by the board of directors of the Company; (b) have been entered into in accordance with the terms of the relevant agreements governing the transactions; and (c) had been determined to be RMB30,147.665 million for purchases of CBUs, automobile parts and components and provision of process manufacturing services which did not exceed the annual cap of RMB51,990.255 million for purchases of CBUs, automobile parts and components and provision of process manufacturing services for the year ended 31 December 2013 as approved by the Stock Exchange and the Independent Shareholders. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 063 3. Loan Guarantee Agreement between the transactions; and (c) had been determined to be Company and Geely Holding RMB340 million which, did not exceed the annual cap Pursuant to the Loan Guarantee Agreement dated 16 of RMB1,000 million for the year ended 31 December November 2012, Geely Automobile Holdings Limited 2013 as approved by the Stock Exchange and the (the “Company”) and its subsidiaries (collectively, the Independent Shareholders. “Group”) agrees to provide guarantees (including the pledge of certain lands, buildings and facilities of the 4. Lease Agreement and Supplemental Lease subsidiaries) on loans obtained or to be obtained by Agreement between the Company, Geely the Zhejiang Geely Holding Group Company Limited Holding and Zhejiang Automotive Vocational (“Geely Holding”) and its subsidiaries (collectively, and Technical College the “Geely Holding Group”) on behalf of the Group’s subsidiaries in relation to the manufacture and research and development of sedans of the Group. The aforesaid continuing connected transactions have been reviewed by the independent non-executive directors of the Company. The independent nonexecutive directors confirmed that the aforesaid connected transactions were entered into (a) in the ordinary and usual course of business of the Group; (b) either on normal commercial terms or on terms no less favourable to the Group than terms available to or from independent third parties; (c) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (d) had been determined to be RMB340 million which, did not exceed the annual cap of RMB1,000 million for the year ended 31 December 2013 as approved by the Stock Exchange and the Independent Shareholders. Based on the work performed, the auditors of the Company have confirmed that the aforesaid continuing connected transactions (a) have been approved by the board of directors of the Company; (b) have been entered into in accordance with the terms of the relevant agreements governing the Pursuant to the Lease Agreement dated 16 November 2012 and the Supplemental Lease Agreement dated 5 February 2013, Geely Automobile Holdings Limited (the “Company”) and its subsidiaries (collectively, the “Group”) agrees to lease properties located in the PRC, to the Zhejiang Geely Holding Group Company Limited (“Geely Holding”) and its subsidiaries (collectively, the “Geely Holding Group”) and Zhejiang Automotive Vocational and Technical College. The aforesaid continuing connected transactions have been reviewed by the independent non-executive directors of the Company. The independent nonexecutive directors confirmed that the aforesaid connected transactions were entered into (a) in the ordinary and usual course of business of the Group; (b) either on normal commercial terms or on terms no less favourable to the Group than terms available to or from independent third parties; (c) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (d) had been determined to be RMB7.319 million which, did not exceed the annual cap of RMB13.328 million for the year ended 31 December 2013 as approved by the Stock Exchange and the Independent Shareholders. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 064 Based on the work performed, the auditors of million for sales of processed automobile parts the Company have confirmed that the aforesaid and components for the year ended 31 December continuing connected transactions (a) have been 2013 as approved by the Stock Exchange and the approved by the board of directors of the Company; Independent Shareholders. (b) have been entered into in accordance with the terms of the relevant agreements governing the Based on the work performed, the auditors of transactions; and (c) had been determined to be the Company have confirmed that the aforesaid RMB7.319 million which, did not exceed the annual continuing connected transactions (a) have been cap of RMB13.328 million for the year ended 31 approved by the board of directors of the Company; December 2013 as approved by the Stock Exchange (b) have been entered into in accordance with the and the Independent Shareholders. terms of the relevant agreements governing the transactions; and (c) had been determined to be 5. RMB26.635 million for sales of processed automobile Services Agreement between the Company and parts and components which did not exceed the Geely Holding annual cap of RMB218.849 million for sales of Pursuant to the Services Agreement dated 11 April processed automobile parts and components for the 2012, Geely Holding and its subsidiaries (collectively, year ended 31 December 2013 as approved by the the “Geely Holding Group”) agreed to sell to Geely Stock Exchange and the Independent Shareholders. Automobile Holdings Limited (the “Company”) and its subsidiaries (collectively, the “Group”) the processed automobile parts and components. 6. CBU Agreement between the Company and Geely Holding The aforesaid continuing connected transactions have Pursuant to the CBU Agreement dated 11 April 2012, been reviewed by the independent non-executive Geely Automobile Holdings Limited (the “Company”) directors of the Company. The independent non- and its subsidiaries (collectively, the “Group”) agreed executive directors confirmed that the aforesaid to sell to Geely Holding and its subsidiaries (collectively, connected transactions were entered into (a) in the the “Geely Holding Group”) the complete buildup ordinary and usual course of business of the Group; units (“CBUs”), in accordance with the product and (b) either on normal commercial terms or on terms no service specifications set out in the CBU Agreement. less favourable to the Group than terms available to or from independent third parties; (c) in accordance The aforesaid continuing connected transactions have with the relevant agreements governing them on been reviewed by the independent non-executive terms that are fair and reasonable and in the interests directors of the Company. The independent non- of the shareholders of the Company as a whole; and executive directors confirmed that the aforesaid (d) had been determined to be RMB26.635 million for connected transactions were entered into (a) in the sales of processed automobile parts and components ordinary and usual course of business of the Group; which did not exceed the annual cap of RMB218.849 (b) either on normal commercial terms or on terms no DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 065 less favourable to the Group than terms available to The aforesaid continuing connected transactions have or from independent third parties; (c) in accordance been reviewed by the independent non-executive with the relevant agreements governing them on directors of the Company. The independent non- terms that are fair and reasonable and in the interests executive directors confirmed that the aforesaid of the shareholders of the Company as a whole; and connected transactions were entered into (a) in the (d) had been determined to be RMB85.829 million for ordinary and usual course of business of the Group; sales of CBUs which did not exceed the annual cap (b) either on normal commercial terms or on terms no of RMB224.4 million for sales of CBUs for the year less favourable to the Group than terms available to ended 31 December 2013 as approved by the Stock or from independent third parties; (c) in accordance Exchange and the Independent Shareholders. with the relevant agreements governing them on terms that are fair and reasonable and in the interests Based on the work performed, the auditors of the of the shareholders of the Company as a whole; and Company have confirmed that the aforesaid continuing (d) had been determined to be nil for the purchase connected transactions (a) have been approved by of imported TX4 after-sales car parts which did not the board of directors of the Company; (b) have been exceed the annual cap of RMB6.4 million for the entered into in accordance with the terms of the purchase of imported TX4 after-sales car parts for the relevant agreements governing the transactions; and year ended 31 December 2013 as approved by the (c) had been determined to be RMB85.829 million for Stock Exchange and the Independent Shareholders. sales of CBUs which did not exceed the annual cap of RMB224.4 million for sales of CBUs for the year Based on the work performed, the auditors of ended 31 December 2013 as approved by the Stock the Company have confirmed that the aforesaid Exchange and the Independent Shareholders. continuing connected transactions (a) have been approved by the board of directors of the Company; 7. Imported Parts Purchase Agreement between the Shanghai Maple Auto Sales and Shanghai Maple Pursuant to the Imported Parts Purchase Agreement dated 27 November 2009, Shanghai Maple Automobile Sales Company Limited (the “Shanghai Maple Auto Sales”) agreed to purchase from Shanghai Maple Automobile Company Limited (the “Shanghai Maple”) the imported TX4 after-sales car parts, in accordance with the product and service specifications set out in the Imported Parts Purchase Agreement. (b) have been entered into in accordance with the terms of the relevant agreements governing the transactions; and (c) had been determined to be nil for the purchase of imported TX4 after-sales car parts which did not exceed the annual cap of RMB6.4 million for the purchase of imported TX4 after-sales car parts for the year ended 31 December 2013 as approved by the Stock Exchange and the Independent Shareholders. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 066 MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS MAJOR CUSTOMERS AND SUPPLIERS During the year, the Company adopted the Model Code for largest suppliers and the largest supplier are 31% and 20%, Securities Transactions by Directors of Listed Issuers (the respectively, of the Group’s total purchases for the year. “Model Code”) as set out in Appendix 10 of the Listing Rules Zhejiang Geely Automobile Parts and Components Company as its own Code for Securities Transactions by the Officers (the Limited and Zhejiang Wisdom Electronics Equipment “Code”). All directors of the Company have confirmed their Company Limited, both of them are related companies compliance during the year with the required standards set controlled by the substantial shareholder of the Company, in out in the Model Code and the Code. aggregate constituted the Group’s first largest supplier for The percentage of purchases attributable to the Group’s five the year. PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES The percentage of sales attributable to the Group’s five Neither the Company nor any of its subsidiaries purchased, 2.8% respectively, of the Group’s total sales for the year. largest customers and the largest customer are 10.7% and sold or redeemed any of the Company’s listed securities during the year ended 31 December 2013. Save as disclosed above, at no time during the year did the directors, their associates, or shareholders of the Company, EMOLUMENT POLICY The emolument policy of the employees of the Group is set up by the human resources department of the Group on the which to the knowledge of the directors own more than 5% of the Company’s share capital, have an interest in any of the Group’s five largest customers or suppliers. basis of their merits, qualifications and competence. The emolument policy of the directors of the Company is decided by the remuneration committee of the board of directors of the Company, having regard to the Company’s CORPORATE GOVERNANCE REPORT Details of the Corporate Governance Report are set out on pages 27 to 49 of the annual report. operating results, individual duties and performance and comparable market statistics. AUDIT COMMITTEE The Company has adopted a share option scheme as an The Company has an audit committee which was established incentive to directors and eligible employees, details of the in accordance with the requirements of the Listing Rules for scheme are set out in note 33 to the consolidated financial the purpose of reviewing and providing supervision over the statements. Group’s financial reporting processes and internal controls. The audit committee comprises Messrs. Lee Cheuk Yin, PRE-EMPTIVE RIGHTS There are no provisions for pre-emptive rights under the Company’s Articles of Association, or the laws of Cayman Islands, which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders. Dannis, Song Lin, Yeung Sau Hung, Alex, Fu Yu Wu and Wang Yang who are the independent non-executive directors of the Company. DIRECTORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 MANAGEMENT REPORT Directors’ Report 067 SUFFICIENCY OF PUBLIC FLOAT Rule 8.08 of the Listing Rules requires at least 25% of the issued share capital of the Company to be held in public hands. Based on the information available and within the knowledge of the directors as at the latest practicable date prior to the issue of the annual report, the Company has maintained the prescribed public float as required under the Listing Rules. In August 2010, Geely Holding completed the acquisition of Volvo Car Corporation, which manufactures of Volvo cars, a range of family sedans, wagons and sport utility cars, and has 2,500 dealerships in 100 markets (the “Volvo Acquisition”). Although the Group is not a party to the Volvo Acquisition nor in any discussions with Geely Holding to cooperate with Geely Holding in relation to the Volvo Acquisition, but Geely Holding has provided an irrevocable undertaking to the Company on 27 March 2011 to the effect that upon being notified of any decision by the COMPETING BUSINESSES The Group is principally engaged in the research, production, marketing and sales of sedans and related automobile components in the PRC. Zhejiang Geely Holding Group Company Limited (“Geely Holding”), which is ultimately owned by Mr. Li Shu Fu (“Mr. Li”), the Company’s Chairman, and his associates, has signed agreements or been in negotiations with local governments in the PRC and other entities to set up Company pursuant to a resolution approved by a majority of the independent non-executive Directors, Geely Holding will, and will procure its associates (other than the Group) to sell to the Group all or any part of the businesses and related assets of the Volvo Acquisition, and such transfer will be subject to the terms and conditions being fair and reasonable, and being in compliance with applicable requirements of the Listing Rules, other applicable laws and regulations and other necessary approvals and consents on terms to be mutually agreed. production plants for the manufacturing and distribution of Geely sedans. The potential production and distribution of Geely sedans by Geely Holding will constitute competing businesses (the “Competing Businesses”) to those currently engaged by the Group. Mr. Li has undertaken to the Company (the “Undertaking”) that upon being notified of any decision by the Company pursuant to a resolution approved by a majority of the independent non-executive Directors, AUDITORS A resolution will be submitted to the annual general meeting to re-appoint Messrs. Grant Thornton Hong Kong Limited as the auditors of the Company. On behalf of the Board he will, and will procure his associates (other than the Group) to sell to the Group all of the Competing Businesses and related assets, subject to compliance with applicable requirements of the Listing Rules and other applicable laws and regulations upon terms to be mutually agreed as fair and reasonable. Li Shu Fu Chairman 19 March 2014 ACCOUNTS INDEPENDENT AUDITORS’ REPORT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Independent Auditors’ Report 069 To the members of Geely Automobile Holdings Limited (incorporated in the Cayman Islands with limited liability) We have audited the consolidated financial statements of Geely Automobile Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 71 to 170, which comprise the consolidated statement of financial position as at 31 December 2013, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors’ responsibility for the consolidated financial statements The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. INDEPENDENT AUDITORS’ REPORT (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Independent Auditors’ Report 070 Auditors’ responsibility (Continued) An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Group as at 31 December 2013 and of the Group’s profit and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance. Grant Thornton Hong Kong Limited Certified Public Accountants Level 12 28 Hennessy Road Wanchai Hong Kong 19 March 2014 Chiu Wing Ning Practising Certificate No.: P04920 CONSOLIDATED INCOME STATEMENT GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Income Statement For the year ended 31 December 2013 071 2013 2012 RMB’000 RMB’000 28,707,571 24,627,913 (22,941,904) (20,069,092) 5,765,667 4,558,821 1,062,444 1,047,685 Distribution and selling expenses (1,705,070) (1,483,014) Administrative expenses, excluding share-based payments (1,682,285) (1,319,308) Note Turnover/Revenue 6 Cost of sales Gross profit Other income 8 Share-based payments 33 (87,063) (78,789) Finance costs, net 9 (39,974) (194,605) Share of results of associates 18 (175) (1,713) Share of result of a joint venture 19 (9,362) – 3,304,182 2,529,077 Profit before taxation Taxation 10 (623,934) (479,291) Profit for the year 9 2,680,248 2,049,786 2,663,136 2,039,969 17,112 9,817 2,680,248 2,049,786 Attributable to: Equity holders of the Company Non-controlling interests Earnings per share Basic 12 RMB31.74 cents RMB27.05 cents Diluted 12 RMB30.42 cents RMB26.34 cents The notes on pages 79 to 170 are integral parts of these financial statements. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Comprehensive Income For the year ended 31 December 2013 072 2013 2012 RMB’000 RMB’000 2,680,248 2,049,786 Exchange differences on translation of foreign operations recognised (88,893) (1,028) (Loss)/Gain arising on revaluation of available-for-sale financial assets (10) 132 2,591,345 2,048,890 2,574,233 2,039,073 17,112 9,817 2,591,345 2,048,890 Profit for the year Other comprehensive income for the year: Items that may be reclassified subsequently to profit or loss: Total comprehensive income for the year Attributable to: Equity holders of the Company Non-controlling interests The notes on pages 79 to 170 are integral parts of these financial statements. CONSOLIDATED STATEMENT OF FINANCIAL POSITION GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Financial Position As at 31 December 2013 073 2013 2012 Note RMB’000 RMB’000 Non-current assets Property, plant and equipment 14 6,208,554 7,007,742 Intangible assets 15 3,220,043 2,814,497 Prepaid land lease payments 16 1,166,070 1,461,026 Goodwill 17 6,222 6,222 Interests in associates 18 261,385 195,165 Interests in a joint venture 19 411,784 – Available-for-sale financial assets 23 14,492 3,661 Deferred tax assets 27 59,411 36,561 11,347,961 11,524,874 Current assets Prepaid land lease payments 16 30,098 38,144 Inventories 20 1,783,692 1,822,287 Trade and other receivables 21 14,785,486 13,475,632 Financial assets at fair value through profit or loss 22 13,114 12,676 55,739 3,816 105,471 313,535 5,477,747 4,188,862 22,251,347 19,854,952 25 16,074,808 15,183,394 196,728 130,789 26 965,565 1,378,933 17,237,101 16,693,116 5,014,246 3,161,836 16,362,207 14,686,710 Tax recoverable Pledged bank deposits Bank balances and cash Current liabilities Trade and other payables Tax payable Borrowings Net current assets Total assets less current liabilities CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Financial Position As at 31 December 2013 074 Note 2013 2012 RMB’000 RMB’000 CAPITAL AND RESERVES Share capital 28 161,346 152,557 Reserves 29 15,906,678 12,734,100 16,068,024 12,886,657 161,667 317,367 16,229,691 13,204,024 Equity attributable to equity holders of the Company Non-controlling interests Total equity Non-current liabilities Convertible bonds 24 – 848,649 Borrowings 26 – 525,000 Deferred tax liabilities 27 132,516 109,037 132,516 1,482,686 16,362,207 14,686,710 Li Shu Fu Gui Sheng Yue Director Director The notes on pages 79 to 170 are integral parts of these financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Changes in Equity For the year ended 31 December 2013 075 Attributable to equity holders of the Company Convertible Share bonds and Non- Share Share Capital Statutory Translation option warrant capital premium reserve reserve reserve reserve reserve reserve profits Sub-total interests Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 139,573 3,475,208 88,059 17,401 112,205 417,886 232,864 (174) 5,099,178 9,582,200 567,915 10,150,115 – – – – – – – – 2,039,969 2,039,969 9,817 2,049,786 – – – – (1,028) – – – – (1,028) – (1,028)    available-for-sale financial assets – – – – – – – 132 – 132 – 132 Total comprehensive income for the year – – – – (1,028) – – 132 2,039,969 2,039,073 9,817 2,048,890 Balance at 1 January 2012 Profit for the year Fair value Accumulated controlling Other comprehensive income: Exchange differences on translation    of foreign operations recognised Gain arising on revaluation of Transactions with owners: Transfer of reserve – – – 42,781 – – – – (42,781) – – – 514 28,936 – – – (5,257) – – – 24,193 – 24,193 – – – – – – – – – – 245 245 – – – – – – – – 15,391 15,391 (259,777) (244,386) – – – – – 78,789 – – – 78,789 – 78,789 7,618 795,046 – – – – (79,666) – – 722,998 – 722,998 4,852 648,617 – – – – (59,927) – – 593,542 – 593,542 – – – – – – – – (169,529) (169,529) (833) (170,362) Total transactions with owners 12,984 1,472,599 – 42,781 – 73,532 (139,593) – (196,919) 1,265,384 (260,365) 1,005,019 Balance at 31 December 2012 152,557 4,947,807 88,059 60,182 111,177 491,418 93,271 (42) Shares issued under share option scheme Capital contribution from a non-controlling shareholder Acquisition of additional equity interests in subsidiaries (note 39) Recognition of share-based payments Shares issued upon conversion of convertible bonds Shares issued upon exercise of warrants Dividends paid 6,942,228 12,886,657 317,367 13,204,024 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Changes in Equity For the year ended 31 December 2013 076 Attributable to equity holders of the Company Convertible Non- Share bonds and Share Share Capital Statutory Translation capital premium reserve reserve RMB’000 RMB’000 RMB’000 152,557 4,947,807 – Fair value Accumulated controlling option warrant reserve reserve reserve reserve profits Sub-total interests Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 88,059 60,182 111,177 491,418 93,271 (42) – – – – – – – 2,663,136 2,663,136 17,112 2,680,248 – – – – (88,893) – – – – (88,893) – (88,893) – – – – – – – (10) – (10) – (10) – – – – (88,893) – – (10) 2,663,136 2,574,233 17,112 2,591,345 – – – 45,931 – – – – (45,931) – – – 232 12,698 – – – (2,251) – – – 10,679 – 10,679 Disposal of subsidiaries (note 30) – – – – – – – – – – (170,580) (170,580) Recognition of share-based payments – – – – – 87,063 – – – 87,063 – 87,063 Transfer upon forfeiture of share options – – – – – (51,877) – – 51,877 – – – 8,557 855,459 – – – – (93,271) – – 770,745 – 770,745 – – – – – – – – (261,353) (261,353) (2,232) (263,585) 8,789 868,157 – 45,931 – 32,935 (93,271) – (255,407) 607,134 (172,812) 434,322 161,346 5,815,964 88,059 106,113 22,284 524,353 – (52) Balance at 1 January 2013 Profit for the year 6,942,228 12,886,657 317,367 13,204,024 Other comprehensive income: Exchange differences on translation    of foreign operations recognised Loss arising on revaluation of    available-for-sale financial assets Total comprehensive income for the year Transactions with owners: Transfer of reserve Shares issued under share option scheme Shares issued upon conversion of convertible bonds Dividends paid Total transactions with owners Balance at 31 December 2013 The notes on pages 79 to 170 are integral parts of these financial statements. 9,349,957 16,068,024 161,667 16,229,691 CONSOLIDATED STATEMENT OF CASH FLOWS GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Cash Flows For the year ended 31 December 2013 077 Note 2013 2012 RMB’000 RMB’000 3,304,182 2,529,077 1,077,995 860,096 (59,263) (42,156) 99,237 236,761 175 1,713 Cash flows from operating activities Profit before taxation Adjustments for: Depreciation and amortisation Interest income Finance costs Share of results of associates Impairment loss on interests in an associate Share of result of a joint venture 663 – 9,362 – 8,781 (1,883) Loss/(Gain) on disposal and written off of intangible assets 180,110 (264) Gain on disposal of prepaid land lease payments (78,854) – (8,992) (14,861) Loss/(Gain) on disposal of property, plant and equipment Net foreign exchange gain Gain on disposal of subsidiaries Gain on disposal of available-for-sale financial assets 30 (7,659) – – (1,176) (438) (451) Unrealised gain on financial instruments at fair value    through profit of loss that are classified as held for trading 87,063 78,789 Bad debts written off 3,626 – Impairment loss on inventories 4,040 – 4,620,028 3,645,645 (48,628) (464,781) (1,725,716) (1,346,684) 1,325,453 3,314,131 4,171,137 5,148,311 (609,568) (710,712) 3,561,569 4,437,599 Share-based payment expenses Operating profit before working capital changes Inventories Trade and other receivables Trade and other payables Cash from operations Income taxes paid Net cash from operating activities CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Consolidated Statement of Cash Flows For the year ended 31 December 2013 078 2013 2012 RMB’000 RMB’000 (930,264) 654,158 (191,033) 584,040 (900,655) 26,190 208,064 173,001 – – (37,333) (500,000) (10,800) – 59,263 (1,076,262) 101,640 (29,237) 9,478 (816,624) 13,857 39,997 – (244,386) 245 (112,262) – (180,814) 181,175 42,156 (865,369) (2,071,037) (263,585) (170,362) 10,679 – (98,051) 847,809 (1,777,868) (84,895) 24,193 593,542 – 2,463,410 (3,923,892) (193,061) (1,365,911) (1,206,170) Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes 1,330,289 4,188,862 (41,404) 1,160,392 3,030,391 (1,921) Cash and cash equivalents at end of year, represented by Bank balances and cash 5,477,747 4,188,862 Note Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Addition of prepaid land lease payments Proceeds from disposal of prepaid land lease payments Addition of intangible assets Proceeds from disposal of intangible assets Change in pledged bank deposits Net cash inflow on disposal of subsidiaries Acquisition of additional interests in subsidiaries Capital contribution from a non-controlling shareholder Investments in associates Investment in a joint venture Purchase of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Interest received 30 Net cash used in investing activities Cash flows from financing activities Dividends paid Proceeds from issuance of shares upon exercise of share options Proceeds from issuance of shares upon exercise of warrants Compensation paid to CB 2014 Investors Proceeds from borrowings Repayment of borrowings Interest paid 24 Net cash used in financing activities The notes on pages 79 to 170 are integral parts of these financial statements. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2013 1. GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 079 GENERAL INFORMATION AND BASIS OF PREPARATION The Company is a public listed limited liability company incorporated in the Cayman Islands as an exempted limited liability company and its shares are listed on The Stock Exchange of Hong Kong Limited (the “SEHK”). The addresses of the registered office and principal place of business of the Company are disclosed in “Directory” to the annual report. At 31 December 2013, the directors consider the ultimate holding company of the Company to be Zhejiang Geely Holding Group Company Limited (浙江吉利控股集團有限公司), which is incorporated in the People’s Republic of China (“PRC”) and Mr. Li Shu Fu is the ultimate controlling party of the Company. The Company is an investment holding company. The principal activities of the Company’s subsidiaries are set out in note 39 to the consolidated financial statements. The consolidated financial statements for the year ended 31 December 2013 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates and a joint venture. The measurement basis used in the preparation of the consolidated financial statements is the historical cost basis except that the financial instruments classified as available-for-sale or as fair value through profit or loss are stated at their fair value as explained in the accounting policy set out in note 4(g). The consolidated financial statements are presented in Renminbi (“RMB”), which is also the functional currency of the Company. The consolidated financial statements for the year ended 31 December 2013 were approved for issue by the board of directors on 19 March 2014. 2. STATEMENT OF COMPLIANCE These consolidated financial statements on pages 71 to 170 have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”), which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”), and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”), and the disclosure requirements of the Hong Kong Companies Ordinance. These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the SEHK (the “Listing Rules”). A summary of the significant accounting policies adopted by the Group is set out in note 4 below. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 080 2. STATEMENT OF COMPLIANCE (Continued) In the current year, the Group has applied for the first time the following new and revised standards, amendments and interpretations (the “new HKFRSs”) issued by the HKICPA, which are relevant to and effective for the Group’s financial statements for the annual period beginning on 1 January 2013: HKAS 1 (Amendments) HKAS 28 (Amendments) HKFRS 7 (Amendments) HKFRS 10 HKFRS 11 HKFRS 12 HKFRS 13 Various Presentation of Items of Other Comprehensive Income Investments in Associates and Joint Ventures (2011) Disclosures – Offsetting Financial Assets and Financial Liabilities Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Fair Value Measurement Annual Improvements to HKFRSs 2009-2011 Cycle Other than as noted below, the adoption of the new HKFRSs had no material impact on how the results and financial position for the current and prior periods have been prepared and presented. HKAS 1 (Amendments) – Presentation of Items of Other Comprehensive Income HKAS 1 (Amendments) requires an entity to group items presented in other comprehensive income into those that, in accordance with other HKFRSs: (a) will not be reclassified subsequently to profit or loss; and (b) will be reclassified subsequently to profit or loss when specific conditions are met. The Group’s presentation of other comprehensive income in the consolidated financial statements has been modified accordingly. HKFRS 10 – Consolidated Financial Statements HKFRS 10 replaces the consolidation guidance in HKAS 27 Consolidated and Separate Financial Statements and HK(SIC) – Int 12 Consolidation – Special Purpose Entities by introducing a single consolidation model for all entities based on control, irrespective of the nature of the investee (i.e. whether an entity is controlled through voting rights of investors or through other contractual arrangements as is common in special purpose entities). Under HKFRS 10, control is based on whether an investor has 1) power over the investee; 2) exposure, or rights, to variable returns from its involvement with the investee; and 3) the ability to use its power over the investee to affect the amount of the returns. As a result of the adoption of HKFRS 10, the Group has changed its accounting policy with respect to determining whether it has control over an investee. The adoption does not change any of the control conclusions reached by the Group in respect of its involvement with other entities as at 1 January 2013. HKFRS 11 – Joint Arrangements HKFRS 11 introduces new accounting requirements for joint arrangements, replacing HKAS 31 Interests in Joint Ventures. The option to apply the proportional consolidation method when accounting for jointly controlled entities is removed. Additionally, HKFRS 11 eliminates jointly controlled assets to now only differentiate between joint operations and joint ventures. A joint operation is a joint arrangement whereby the parties that have joint control have rights to the assets and obligations for the liabilities. A joint venture is a joint arrangement whereby the parties that have joint control have rights to the net assets and obligations for the liabilities. In the current year, the Group has invested in a joint venture and accounted for it using the equity method. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 081 2. STATEMENT OF COMPLIANCE (Continued) HKFRS 12 – Disclosure of Interests in Other Entities HKFRS 12 brings together into a single standard all the disclosure requirements relevant to an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structure entities. The disclosures required by HKFRS 12 are generally more extensive than those previously required by the respective standards. To the extent that the requirements are applicable to the Group, the Group has provided those disclosures in notes 18, 19 and 39. HKFRS 13 – Fair Value Measurement HKFRS 13 applies when another HKFRS requires or permits fair value measurements or disclosures about fair value measurements (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements), except for certain exemptions. HKFRS 13 requires the disclosures of fair values through a ‘fair value hierarchy’. The hierarchy categorises the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority to (unadjusted) quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure fair value are categorised into different levels of the fair value hierarchy, the fair value measurement is categorised in its entirety in the level of the lowest level input that is significant to the entire measurement. To the extent that the requirements are applicable to the Group, the Group has provided those disclosures in note 37. The adoption of HKFRS 13 does not have any material impact on the fair value measurements of the Group’s assets and liabilities. 3. EFFECTS OF APPLICATION OF HKFRSs NOT YET EFFECTIVE The Group has not early applied the following new and revised standards, amendments or interpretations relevant to the Group’s operations that have been issued but are not yet effective. HKAS 32 (Amendments) Offsetting Financial Assets and Financial Liabilities1 HKAS 36 (Amendments) Recoverable Amount Disclosures for Non-Financial Assets1 HKAS 39 (Amendments) Novation of Derivatives and Continuation of Hedge Accounting1 HKFRS 9 and HKFRS 7 (Amendments) Mandatory Effective Date of HKFRS 9 and Transition Disclosures3 HKFRS 9 Financial Instruments3 HKFRS 9, HKFRS 7 and Hedge Accounting and Amendments to HKFRS 9, HKAS 39 (Amendments)   HKFRS 7 and HKAS 393 Various 1 2 3 Annual Improvements to HKFRSs 2010-2012 Cycle2 Effective for annual periods beginning on or after 1 January 2014 Effective for annual periods beginning on or after 1 July 2014, with limited exceptions No mandatory effective date yet determined but is available for adoption NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 082 3. EFFECTS OF APPLICATION OF HKFRSs NOT YET EFFECTIVE (Continued) HKFRS 9 – Financial Instruments Under HKFRS 9, all recognised financial assets that are within the scope of the HKAS 39 Financial Instruments: Recognition and Measurement are subsequently measured at either amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods. In addition, under HKFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss. With regard to the measurement of financial liabilities designated as at fair value through profit or loss, HKFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value of financial liabilities attributable to changes in the financial liabilities’ credit risk are not subsequently reclassified to profit or loss. Previously, under HKAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit or loss was presented in profit or loss. In December 2013, the HKICPA added to HKFRS 9 the requirements related to hedge accounting and made some related changes to HKAS 39 and HKFRS 7 which include the corresponding disclosures about risk management activity for applying hedge accounting. The amendments to HKFRS 9 relax the requirements for assessing hedge effectiveness which result in more risk management strategies being eligible for hedge accounting. The amendments also allow greater flexibility on the hedged items and relax the rules on using purchased options and non-derivative financial instruments as hedging instruments. In addition, the amendments to HKFRS 9 allow an entity to apply only the improved accounting for own credit riskrelated fair value gains and losses arising on the fair value option (“FVO”) liabilities as introduced in 2010 without applying the other HKFRS 9 requirements at the same time. HKAS 39 is aimed to be replaced by HKFRS 9 in its entirety. Before this entire replacement, the guidance in HKAS 39 on impairment of financial assets continues to apply. The previous mandatory effective date of HKFRS 9 was removed by the HKICPA in December 2013 and a mandatory effective date will be determined after the entire replacement of HKAS 39 is completed. The directors of the Company anticipate that the application of other new and revised standards, amendments and interpretations in issue but not yet effective will have no material impact on the results and the financial position of the Group. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 083 4. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair values, as explained in the accounting policies set out below. (a) Basis of consolidation Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. A subsidiary is an entity, directly or indirectly, controlled by the Company. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e. existing rights that give the Company the current ability to direct the relevant activities of the investee). Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated income statement and consolidated statement of comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring their accounting policies in line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company, and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. For each business combination, the Group can elect to measure any non-controlling interests either at fair value or at their proportionate share of the subsidiary’s net identifiable assets. The Group elects to measure any non-controlling interest in the subsidiary at the noncontrolling interest’s proportionate share of the subsidiary’s identifiable net assets for all business combinations. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 084 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (a) Basis of consolidation (Continued) Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from the equity attributable to the equity holders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated income statement and consolidated statement of comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and equity holders of the Company. Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised. When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former subsidiary at the date when control is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset (note 22) or, when appropriate, the cost on initial recognition of an investment in an associate (note 18) or a joint venture (note 19). (b) Goodwill Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the Group’s interest in the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date. If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment. In respect of associates, the carrying amount of goodwill is included in the carrying amount of the interest in the associate. On disposal of a cash-generating unit or an associate, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 085 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (c) Interests in associates and joint ventures An associate is an entity over which the Group has significant influence, but not control or joint control, over its management, including participation in the financial and operating policy decisions. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over these policies. A joint venture is an arrangement whereby the Group or Company and other parties contractually agree to share control of the arrangement, and have rights to the net assets of the arrangement. The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. An additional share of losses is provided for and a liability is recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of that associate or joint venture. Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate or a joint venture recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired. Where a group entity transacts with an associate or a joint venture of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate and joint venture. Where necessary, adjustments are made to the financial statements of associates and joint venture to bring their accounting policies in line with those used by the Group. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 086 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (d) Intangible assets (other than goodwill) Intangible assets acquired separately are recognised initially at cost. After initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is provided on a straight-line basis over their estimated useful lives. Amortisation begins when the asset is available for use (i.e. when it is in the location and condition necessary for it to be capable of operation.) The following useful lives are applied: Capitalised development costs 5 to 10 years Research and development costs Costs associated with research activities are expensed in profit or loss as they occur. Costs that are directly attributable to the development phase are recognised as intangible assets provided they meet the following recognition requirements: (i) demonstration of technical feasibility of the prospective product for internal use or sale; (ii) there is an intention to complete the intangible asset and use or sell it; (iii) the Group’s ability to use or sell the intangible asset is demonstrated; (iv) the intangible asset will generate probable economic benefits through internal use or sale; (v) sufficient technical, financial and other resources are available for completion; and (vi) the expenditure attributable to the intangible asset can be reliably measured. Direct costs include employee costs incurred on development along with an appropriate portion of relevant overheads. The costs of internally generated product developments are recognised as intangible assets. They are subject to the same subsequent measurement method as externally acquired intangible assets. All other development costs are expensed as incurred. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 087 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (e) Inventories Inventories are stated at the lower of cost and net realisable value. Cost, which comprises all costs of purchase and, where applicable, cost of conversion and other costs that have been incurred in bringing the inventories to their present location and condition, is calculated using the weighted average method. Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (f) Foreign currencies In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in its functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the foreign exchange rates ruling at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognised in profit or loss in the period in which they arise, except for exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation, in which case such exchange differences are recognised in other comprehensive income. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in other comprehensive income, in which cases, the exchange differences are also recognised directly in other comprehensive income. For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Company (i.e. Renminbi) at the rate of exchange prevailing at the reporting date, and their income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the period, in which case, the exchange rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity (the translation reserve). Such exchange differences are reclassified from equity to profit or loss as a reclassification adjustment in the period in which the foreign operation is disposed of. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 088 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Financial instruments Financial assets and financial liabilities are recognised on the consolidated statement of financial position when a group entity becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables) are initially recognised at fair value, and are subsequently measured at amortised cost using the effective interest method less any identified impairment losses. An impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Objective evidence of impairment of individual financial assets includes observable data that comes to the attention of the Group about one or more of the following loss events: – Significant financial difficulty of the debtor; – A breach of contract, such as a default or delinquency in interest or principal payments; – It becoming probable that the debtor will enter bankruptcy or other financial reorganisation; and – Significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor. Loss events in respect of a group of financial assets include observable data indicating that there is a measurable decrease in the estimated future cash flows from the group of financial assets. Such observable data includes but is not limited to adverse changes in the payment status of debtors in the group and, national or local economic conditions that correlate with defaults on the assets in the group. Impairment losses are reversed in subsequent periods when an increase in the asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to a restriction that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 089 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Financial instruments (Continued) Available-for-sale financial assets Non-derivative financial assets that do not qualify for inclusion in any of the other categories of financial assets are classified as available-for-sale financial assets. All financial assets within this category are subsequently measured at fair value. Any gain or loss arising from a change in the fair value excluding any dividend and interest income is recognised in other comprehensive income and accumulated separately in the available-for-sale financial assets revaluation reserve in equity, except for impairment losses (see the policy below) and foreign exchange gains and losses on monetary assets, until the financial asset is derecognised, at which time the cumulative gain or loss is reclassified from equity to profit or loss. Interest calculated using the effective interest method is recognised in profit or loss. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at each reporting date subsequent to initial recognition. When a decline in the fair value of an available-for-sale financial asset has been recognised in other comprehensive income and accumulated in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised in other comprehensive income is removed from equity and recognised in profit or loss as an impairment loss. That amount is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that asset previously recognised in profit or loss. Reversals of impairment losses in respect of investment in equity instruments classified as available-for-sale and stated at fair value are not recognised in profit or loss. The subsequent increase in fair value is recognised in other comprehensive income. Impairment losses in respect of debt securities are reversed if the subsequent increase in fair value can be objectively related to an event occurring after the impairment loss was recognised. Reversal of impairment losses in such circumstances are recognised in profit or loss. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 090 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Financial instruments (Continued) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are divided into two subcategories, including financial assets held for trading and those designated as financial assets at fair value through profit or loss on initial recognition. A financial asset is classified as held for trading if: • it has been acquired principally for the purpose of selling in the near future; or • it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or • it is a derivative that is not designated and effective as a hedging instrument. A financial asset other than a financial asset held for trading may be designated as a financial asset at fair value through profit or loss upon initial recognition if: • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or • the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or • it forms part of a contract containing one or more embedded derivatives, and HKAS 39 permits the entire combined contract (asset or liability) to be designated as a financial asset at fair value through profit or loss. At each reporting date subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value, with changes in fair value recognised directly in profit or loss in the period in which they arise. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial assets. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 091 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Financial instruments (Continued) Financial liabilities and equity instruments Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. Other financial liabilities Other financial liabilities (including borrowings and trade and other payables) are initially recognised at their fair values, and are subsequently measured at amortised cost, using the effective interest method. Convertible bonds Issue costs are apportioned between the liability component and the conversion option derivative of the convertible bonds based on their relative fair value at the date of issue. The portion relating to the conversion option derivative is charged directly to profit or loss and the remaining portion is deducted from the liability component. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity component. A convertible bond which included such an equity component is classified as a compound instrument. On initial recognition, the fair value of the liability component is determined using the prevailing market interest rate of similar non-convertible debt. The difference between the gross proceeds of the issue of the convertible bonds and the fair value assigned to the liability component, representing the conversion option for the holder to convert the bonds into equity, is included in equity (convertible bonds reserve). The liability component is subsequently measured at amortised cost, using the effective interest method. The interest charged on the liability component is calculated by applying the original effective interest rate. The difference between this amount and the interest paid (if any) is added to the carrying amount of the liability component. In the case that the conversion options are not settled by the exchange of a fixed amount for fixed number of equity instrument, the embedded derivatives are subsequently measured at their fair values at each reporting date with changes in fair value recognised in profit or loss. If the convertible bond is converted, the convertible bonds reserve, together with the carrying amount of the liability component at the time of conversion, is transferred to share capital and share premium as consideration for the shares issued. If the convertible bonds are redeemed, the convertible bonds reserve is released directly to accumulated profits. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 092 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Financial instruments (Continued) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Financial guarantees issued A financial guarantee contract is a contract that requires the issuer (or guarantor) to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Where the Group issues a financial guarantee, the fair value of the guarantee is initially recognised as deferred income within trade and other payables. Where consideration is received or receivable for the issuance of the guarantee, the consideration is recognised on a straight-line basis over the life of the guarantee. Where no such consideration is received or receivable, an immediate expense is recognised in profit or loss on initial recognition of any deferred income. The amount of the guarantee initially recognised as deferred income is amortised in profit or loss over the term of the guarantee as income from financial guarantees issued. In addition, provisions are recognised if and when it becomes probable that the holder of the guarantee will call upon the Group under the guarantee and the amount of that claim on the Group is expected to exceed the current carrying amount i.e. the amount initially recognised less accumulated amortisation, where appropriate. Derecognition Financial assets are derecognised when the rights to receive cash flows from the assets expire or, the financial assets are transferred and the Group has transferred substantially all the risks and rewards of ownership of the financial assets. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and the cumulative gain or loss that had been recognised directly in equity, if any, is recognised in profit or loss. For financial liabilities, they are derecognised from the Group’s statement of financial position when the obligation specified in the relevant contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability derecognised and the consideration paid or payable is recognised in profit or loss. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 093 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (h) Property, plant and equipment Property, plant and equipment, other than freehold land and construction in progress, are stated at cost less subsequent accumulated depreciation and accumulated impairment loss. Depreciation is provided to write off the cost of items of property, plant and equipment (other than freehold land and construction in progress) over their estimated useful lives and after taking into account their estimated residual values, using the straight-line method. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit or loss in the year in which the item is derecognised. Property, plant and equipment, other than freehold land and construction in progress, are depreciated on a straight-line basis at the following useful lives: Leasehold buildings 30 years Buildings on freehold land 10 to 30 years Plant and machinery 7 to 10 years Leasehold improvements Over the shorter of the lease terms and 3 years Furniture and fixtures, office equipment and motor vehicles 5 to 10 years Construction in progress is stated at cost less accumulated impairment losses. Cost includes all construction expenditure and other direct costs, including interest costs, attributable to such projects. Costs on completed construction works are transferred to the appropriate asset category. No depreciation is provided in respect of construction in progress until it is completed and available for use. Freehold land is stated at cost less accumulated impairment losses. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 094 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (i) Impairment Goodwill and other intangible assets that are not yet available for use are tested for impairment at least annually, irrespective of whether there is any indication that they are impaired. All other assets are tested for impairment whenever there are indications that the asset’s carrying amount may not be recoverable. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. The resulting impairment loss is recognised as an expense immediately. The recoverable amount of an asset is the greater of its fair value less costs of disposal and valuein-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit). An impairment loss on goodwill is not reversed in subsequent periods. In respect of other assets, where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately. (j) Cash equivalents For the purpose of the consolidated statement of cash flows, cash equivalents represent short-term highly liquid investments which are readily convertible into known amounts of cash which are subject to an insignificant risk of changes in value. (k) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable for goods sold in the normal course of business, net of discounts and related sales taxes. Income from sales of automobiles and automobile parts and components is recognised when the products are delivered and title has been passed. Claim income on defective materials purchased is recognised when the claim has been made to and confirmed by relevant suppliers. Rental income receivable from operating leases is recognised in profit or loss in equal instalments over the periods covered by the lease term. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 095 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (k) Revenue recognition (Continued) Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably). Interest income from financial assets is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount. (l) Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in a joint venture, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to other comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 096 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (m) Equity-settled share-based transactions For share options granted to employees, the fair value of services received determined by reference to the fair value of share options granted at the grant date is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity (share option reserve). At each reporting date, the Group revises its estimates of the number of options that are expected to ultimately vest. The effect of the change in estimate, if any, is recognised in profit or loss with a corresponding adjustment to share option reserve. At the time when the share options are exercised, the amount previously recognised in share option reserve will be transferred to share capital and share premium. When the share options are still not exercised at the expiry date, the amount previously recognised in share option reserve will be transferred to accumulated profits. If the share options granted are cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), the cancellation or settlement is accounted for as an acceleration of vesting, and the amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately in profit or loss. (n) Retirement benefit costs Payments to the Group’s Mandatory Provident Fund Scheme (“MPF Scheme”) in Hong Kong, the statemanaged retirement benefit scheme in the PRC and defined contribution superannuation funds in other overseas countries are charged as expenses as they fall due. (o) Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are recognised as a reduction of rental expense over the lease term on a straight-line basis. (p) Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to income are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 097 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (p) Government grants (Continued) The government grants relating to the purchase of prepaid land leases, intangible assets and property, plant and equipment for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively recognised in profit or loss over the useful life of the assets by way of reduced depreciation and amortisation expenses. (q) Related parties A party is considered to be related to the Group if: (a) (b) the party, is a person or a close member of that person’s family and that person, (i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or of a parent of the Group; or the party is an entity where any of the following conditions applies: (i) the entity and the Group are members of the same group; (ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); (iii) the entity and the Group are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; (vi) the entity is controlled or jointly controlled by a person identified in (a); and (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 098 4. SIGNIFICANT ACCOUNTING POLICIES (Continued) (q) Related parties (Continued) Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity and include: (i) that person’s children and spouse or domestic partner; (ii) children of that person’s spouse or domestic partner; and (iii) dependents of that person or that person’s spouse or domestic partner. 5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group’s accounting policies, which are described in note 4, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Impairment of goodwill Determining whether goodwill (note 17) is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Fair value measurements of financial instruments As described in note 37 to the consolidated financial statements, the valuation techniques applied and related inputs used by the external valuers for financial instruments not quoted in an active market have been agreed with the directors. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 099 5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Continued) Key sources of estimation uncertainty (Continued) Fair value measurements of financial instruments (Continued) In valuing the share-based payments realised in the Group’s financial statements, the Company has used the Binomial Option Pricing model, which makes various assumptions on factors outside the Group’s control, such as share price volatility and risk-free interest rates. Details of the options and assumptions used in deriving the share-based payments are disclosed in note 33. The directors use their judgement to determine whether valuation techniques applied are appropriate to the circumstances of the Group. Allowance for bad and doubtful debts The provisioning policy for bad and doubtful debts of the Group is based on the evaluation by management of the collectability of the trade and other receivables (note 21). A considerable amount of judgement is required in assessing the ultimate realisation of these receivables, including assessing the current creditworthiness and the past collection history of each customer. If the financial conditions of these customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional allowance will be required. Allowance for inventories The Company’s management reviews the condition of inventories, as stated in note 20 to the consolidated financial statements, at each reporting date, and makes allowance for inventories that are identified as obsolete, slow-moving or no longer recoverable or suitable for use in production. The Group carries out the inventory review on a productby-product basis and makes allowances by reference to the latest market prices and current market conditions. Impairment of long lived assets If circumstances indicate that the net book value of a long lived asset may not be recoverable, the asset may be considered “impaired” and an impairment loss may be recognised in accordance with HKAS 36 “Impairment of Assets”. The carrying amounts of long lived assets are reviewed periodically in order to assess whether the recoverable amounts have declined below the carrying amounts. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may not be recoverable. When such a decline has occurred, the carrying amount is reduced to the recoverable amount. The recoverable amount is the greater of the net selling price and the value-in-use. It is difficult to precisely estimate selling prices because quoted market prices for the Group’s assets are not readily available. In determining the value-in-use, expected cash flows generated by the asset are discounted to their present value, which requires significant estimation relating to the level of sales volume, selling prices and the amount of operating costs. The Group uses all readily available information in determining an amount that is a reasonable approximation of recoverable amount, including estimates based on reasonable and supportable assumptions and projections of sales volume, selling prices and the amount of operating costs. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 100 5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Continued) Key sources of estimation uncertainty (Continued) Depreciation and amortisation Property, plant and equipment and intangible assets with finite useful lives are depreciated or amortised on a straightline basis over the estimated useful lives of the assets, after taking into account the estimated residual value, if any. The Group reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation and amortisation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets and taking into account anticipated technological changes. The depreciation and amortisation expense for future periods is adjusted if there are significant changes from previous estimates. Impairment of investments The Group assesses annually and at each interim reporting date if investments in associates and a joint venture have suffered any impairment in accordance with HKAS 36. Details of the approach are stated in the respective accounting policies. The assessment of value-in-use requires an estimation of future cash flows, including expected dividends, from the investments and the selection of appropriate discount rates. Future changes in financial performance and position of these entities would affect the estimation of impairment loss and cause adjustments to their carrying amounts. 6. TURNOVER/REVENUE Turnover/revenue represents the consideration received and receivable from sales, net of discounts, returns and related sales taxes, of automobiles and automobile parts and components. The Group’s customer base is diversified and no customer with whom the transactions has exceeded 10% of the Group’s revenue. 7. SEGMENT INFORMATION The Group previously managed its business by business lines and two reportable segments were identified. Automobiles and related parts and components: Manufacture and sale of automobiles, automobile parts and related automobile components (excluding gearboxes). Gearboxes: Manufacture and sale of gearboxes. During the second quarter of 2013, the Group completed an evaluation of its activities in Gearboxes. As a result, and consistent with the Group’s strategic view of its integrated business, the previously reported Gearboxes segment activities are aligned and reported within the Group’s core business of automobiles and related parts and components. The Group believes the change in its internal reporting system allows the most senior executive management to assess the Group’s performance more effectively. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 101 7. SEGMENT INFORMATION (Continued) As the resources allocation and performance assessment of the Group are now carried out by the most senior executive management based on the overall operation of the production and sale of automobiles, automobile parts and related automobile components, the Group has only one business segment for internal reporting purpose. As a result, no business segment information has been presented for the years ended 31 December 2013 and 2012. The Group uses consolidated profit before taxation as a measure of segment profit or loss. The Group’s consolidated turnover represents revenue from external customers as the Group has only one segment. Geographical information The following tables set out information about the geographical location of (i) the Group’s revenue from external customers and (ii) the Group’s property, plant and equipment, intangible assets, interests in associates and a joint venture, goodwill and prepaid land lease payments (“specified non-current assets”). The geographical location of customers is based on the location at which the services are provided or the goods are delivered. The geographical location of the specified non-current assets is based on the physical location of the asset, in the case of property, plant and equipment and prepaid land lease payments, the location of the operation to which they are allocated, in the case of intangible assets and goodwill, and the location of operations, in the case of interests in associates and a joint venture. 2013 2012 RMB’000 RMB’000 21,962,293 19,304,515 Revenue from external customers PRC Europe 3,072,291 1,779,001 Middle East 1,834,877 2,051,605 Korea 604,903 684,684 Africa 514,177 215,318 Central and South America 386,888 305,887 5,436 25,053 326,706 261,850 28,707,571 24,627,913 Australia Other countries NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 102 7. SEGMENT INFORMATION (Continued) Geographical information (Continued) 2013 2012 RMB’000 RMB’000 76 64 11,016,623 11,140,523 172,031 328,985 85,328 15,080 11,274,058 11,484,652 Specified non-current assets Hong Kong, place of domicile PRC Australia Other countries NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 103 8. OTHER INCOME 2013 2012 RMB’000 RMB’000 438 451 Rental income (note a) 44,465 41,089 Gain on disposal of scrap materials 45,800 56,226 7,659 – – 1,883 Unrealised gain on financial instruments at fair value through profit or loss that are classified as held for trading Gain on disposal of subsidiaries (note 30) Gain on disposal of property, plant and equipment 78,854 – – 264 800,048 870,119 Gain on disposal of available-for-sale financial assets – 1,176 Gain on sale of moulds – 12,089 Net foreign exchange gain – 1,826 85,180 62,562 1,062,444 1,047,685 Gain on disposal of prepaid land lease payments Gain on disposal of intangible assets Government grants and subsidies (note b) Sundry income Notes: a) Rental income net of outgoings for the year ended 31 December 2013 is RMB24,246,000 (2012: RMB31,578,000). b) Government grants and subsidies mainly relates to cash subsidies in respect of operating and research and development activities from government which are either unconditional grants or grants with conditions having been satisfied. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 104 9. PROFIT FOR THE YEAR Profit for the year has been arrived at after charging/(crediting): 2013 2012 RMB’000 RMB’000 Finance income and costs Finance costs Effective interest expense on convertible bonds 14,206 93,019 Interest on bank borrowings wholly repayable within five years 84,129 141,843 439 189 Interest expenses paid to a non-controlling shareholder of a subsidiary of the Group Interest expenses paid to a related party under common control of the substantial shareholder of the Company’s ultimate holding company Other interest expenses 463 – – 1,710 99,237 236,761 (59,263) (42,156) 39,974 194,605 Finance income Bank and other interest income Net finance costs 2013 2012 RMB’000 RMB’000 1,428,651 1,246,924 162,453 161,229 87,063 78,789 1,678,167 1,486,942 Staff costs (including directors’ emoluments) Salaries, wages and other benefits Retirement benefit scheme contributions Recognition of share-based payments NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 105 9. PROFIT FOR THE YEAR (Continued) 2013 2012 RMB’000 RMB’000 22,941,904 20,069,092 5,623 4,946 789,259 611,910 38,374 37,746 250,362 210,440 8,781 (1,883) Other items Cost of inventories recognised as expense (note) Auditors’ remuneration Depreciation Amortisation of prepaid land lease payments Amortisation of intangible assets Loss/(Gain) on disposal of property, plant and equipment 180,110 (264) Net foreign exchange loss/(gain) 94,754 (1,826) Net claims paid on defective materials purchased 49,579 20,374 Operating leases charges on premises 28,494 17,218 276,857 206,343 (438) (451) 663 – Bad debts written off 3,626 – Impairment loss on inventories 4,040 – Loss/(Gain) on disposal and written off of intangible assets Research and development costs Unrealised gain on financial instruments at fair value through profit or loss that are classified as held for trading Impairment loss on interests in an associate Note: Cost of inventories recognised as expense included staff costs, depreciation and amortisation expense and operating lease charges, which amount is also included in the respective total amounts disclosed separately for each of these types of expenses. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 106 10. TAXATION 2013 2012 RMB’000 RMB’000 620,912 476,135 10,007 26,482 (6,299) (3,591) 624,620 499,026 (686) (19,735) 623,934 479,291 Current tax: PRC enterprise income tax Other overseas tax Overprovision in prior years Deferred taxation (note 27) Hong Kong profits tax has not been provided for the year as the companies within the Group had no estimated assessable profits in Hong Kong. The income tax provision of the Group in respect of its operations in the People’s Republic of China (the “PRC”) has been calculated at the applicable tax rate on the estimated assessable profits for the period based on the existing legislation, interpretations and practises in respect thereof. The applicable tax rate is the PRC enterprise income tax rate of 25%. Pursuant to the relevant laws and regulations in the PRC, certain of the Group’s PRC subsidiaries were entitled to an exemption from PRC enterprise income tax for the two years starting from its first profit-making year, followed by a 50% reduction for the next three years. Pursuant to the relevant laws and regulations in the PRC, certain of the Group’s PRC subsidiaries obtained the High and New Technology Enterprises qualification and accordingly, enjoyed preferential income tax rate of 15%. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 107 10. TAXATION (Continued) The tax charge for the year can be reconciled from the profit before taxation per consolidated income statement as follows: 2013 2012 RMB’000 RMB’000 3,304,182 2,529,077 Tax at the PRC enterprise income tax rate of 25% (2012: 25%) 826,046 632,269 Tax effect of expenses not deductible in determining taxable profit 110,766 105,307 Tax effect of non-taxable income (21,324) (18,069) Tax effect of unrecognised tax losses 18,726 19,132 Utilisation of previously unrecognised tax losses (6,578) (11,098) Tax effect of different tax rates of entities operating in other jurisdictions 14,533 8,989 Deferred tax charge on distributable profits withholding tax (note 27) 17,649 18,464 (329,585) (272,112) (6,299) (3,591) 623,934 479,291 Profit before taxation Effect of tax exemption granted to the PRC subsidiaries Overprovision in prior years Tax expense for the year The Group is also liable to withholding tax on dividends to be distributed from the Group’s foreign-invested enterprises in the PRC in respect of its profits generated from 1 January 2008. Deferred tax liability of RMB17,649,000 (2012: RMB18,464,000) was recognised for the distributable profits not yet paid out as dividends that are generated by the PRC subsidiaries of the Company during the year. 11. DIVIDENDS A final dividend for the year ended 31 December 2012 of HK$0.039 per share amounting to approximately RMB261,353,000 were paid to the shareholders of the Company during the year. A final dividend for the year ended 31 December 2013 of HK$0.046 per share amounting to approximately RMB319,845,000 has been proposed by the Board of Directors after the reporting date. The proposed dividend will be accounted for as an appropriation of accumulated profits in the year ending 31 December 2014 if it is approved by the shareholders in the forthcoming annual general meeting of the Company. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 108 12. EARNINGS PER SHARE (a) Basic earnings per share The calculation of the basic earnings per share is based on the profit attributable to equity holders of the Company of RMB2,663,136,000 (2012: RMB2,039,969,000) and weighted average number of ordinary shares of 8,391,650,767 shares (2012: 7,541,269,744 shares), calculated as follows: (i) Weighted average number of ordinary shares Issued ordinary shares at 1 January Effect of shares issued upon exercise of share options Effect of shares issued upon exercise of warrants 2013 2012 8,258,948,934 7,457,460,450 11,150,932 16,505,820 – 26,188,144 121,550,901 41,115,330 8,391,650,767 7,541,269,744 Effect of shares issued upon conversion of convertible bonds Weighted average number of ordinary shares at 31 December (b) Diluted earnings per share The calculation of diluted earnings per share for the year ended 31 December 2013 is based on the profit attributable to equity holders of the Company of RMB2,677,342,000 (2012: RMB2,132,988,000) and the weighted average number of ordinary shares of 8,801,446,540 shares (2012: 8,099,202,678 shares), calculated as follows: (i) Profit attributable to equity holders of the Company (diluted) 2013 2012 RMB’000 RMB’000 2,663,136 2,039,969 14,206 93,019 2,677,342 2,132,988 Earnings for the purpose of basic earnings per share (Profit attributable to equity holders of the Company) After tax effect of effective interest on the liability component of convertible bonds Earnings for the purpose of diluted earnings per share NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 109 12. EARNINGS PER SHARE (Continued) (b) Diluted earnings per share (Continued) (ii) Weighted average number of ordinary shares (diluted) 2013 2012 8,391,650,767 7,541,269,744 406,616,705 548,133,381 3,179,068 9,799,553 8,801,446,540 8,099,202,678 Weighted average number of ordinary shares for the purpose of basic earnings per share Effect of deemed conversion of convertible bonds Effect of deemed issue of shares under the Company’s share option scheme Weighted average number of ordinary shares for the purpose of diluted earnings per share NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 110 13. DIRECTORS’ REMUNERATION AND EMPLOYEES’ EMOLUMENTS (a) Directors’ remuneration The emoluments paid or payable to each of the sixteen (2012: fifteen) directors are as follows: 2013 Name of director Mr. An Cong Hui Mr. Ang Siu Lun, Lawrence Mr. Carl Peter Edmund Moriz Forster Mr. Gui Sheng Yue Mr. Fu Yu Wu Mr. Lee Cheuk Yin, Dannis Mr. Li Dong Hui, Daniel Mr. Li Shu Fu Mr. Liu Jin Liang Mr. Song Lin Mr. Wang Yang Ms. Wei Mei Mr. Yang Jian Mr. Yeung Sau Hung, Alex Mr. Yin Da Qing, Richard Dr. Zhao Fuquan Fees RMB’000 Discretionary Salaries Bonus RMB’000 RMB’000 Rental allowance RMB’000 Contribution to retirement benefit scheme RMB’000 Sub-total RMB’000 Sharebased payments RMB’000 (note) Total RMB’000 8 – – 1,948 – 656 – – – 12 8 2,616 1,622 1,982 1,630 4,598 – – 146 146 8 – 8 146 146 8 8 146 – 3 – 2,106 – – – 316 – – – – – – – – – 656 – – – – – – – – – – – – – 548 – – – – – – – – – – – – – 12 – – – 12 – – – – – – – – – 3,322 146 146 8 328 8 146 146 8 8 146 – 3 – 2,072 – 180 2,143 1,622 180 – 2,071 2,162 180 49 – – 5,394 146 326 2,151 328 1,630 326 146 2,079 2,170 326 49 3 773 4,370 1,312 548 36 7,039 14,263 21,302 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 111 13. DIRECTORS’ REMUNERATION AND EMPLOYEES’ EMOLUMENTS (Continued) (a) Directors’ remuneration (Continued) 2012 Contribution Name of director Discretionary Rental to retirement Share- benefit based Fees Salaries bonus allowance scheme Sub-total payments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (note) Mr. An Cong Hui 8 – – – – 8 2,669 2,677 Mr. Ang Siu Lun, Lawrence – 1,422 405 – 11 1,838 3,262 5,100 Mr. Gui Sheng Yue – 1,422 405 528 11 2,366 3,410 5,776 Mr. Fu Yu Wu 97 – – – – 97 – 97 Mr. Lee Cheuk Yin, Dannis 97 – – – – 97 297 394 8 – – – – 8 2,837 2,845 Mr. Li Shu Fu – 316 – – 11 327 – 327 Mr. Liu Jin Liang 8 – – – – 8 2,669 2,677 Mr. Song Lin 97 – – – – 97 297 394 Mr. Wang Yang 97 – – – – 97 – 97 Ms. Wei Mei 8 – – – – 8 2,916 2,924 Mr. Yang Jian 8 – – – – 8 3,559 3,567 Mr. Yeung Sau Hung, Alex 97 – – – – 97 297 394 Mr. Yin Da Qing, Richard 8 – – – – 8 3,262 3,270 Dr. Zhao Fuquan 8 – – – – 8 3,262 3,270 541 3,160 810 528 33 5,072 28,737 33,809 Mr. Li Dong Hui, Daniel Mr. Carl Peter Edmund Moriz Forster waived his director fee during the year ended 31 December 2013. No director waived any emoluments during the year ended 31 December 2012. Note: These represent the estimated value of share options granted to the directors under the Company’s share option scheme. The value of these share options is measured according to the Group’s accounting policies for share-based payment transactions as set out in note 4(m) and, in accordance with that policy, includes adjustments to reverse amounts accrued in previous years where grants of equity instruments are forfeited prior to vesting. The details of these benefits in kind, including the principal terms and number of options granted, are disclosed under the paragraph “Share Options” in the directors’ report and in note 33 to the consolidated financial statements. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 112 13. DIRECTORS’ REMUNERATION AND EMPLOYEES’ EMOLUMENTS (Continued) (b) Employees’ emoluments Of the five individuals with the highest emoluments in the Group, two (2012: three) were directors of the Company whose emoluments are included in the disclosures in note 13(a) above. The aggregate of the emoluments in respect of the other three (2012: two) persons are as follows: Basic salaries and allowances Retirement benefits scheme contributions Share-based payment expense 2013 2012 RMB’000 RMB’000 9,672 6,121 237 302 1,982 3,262 11,891 9,685 The emoluments of the three (2012: two) persons with the highest emoluments are within the following bands: 2013 2012 Number of Number of persons persons HK$3,500,001 – HK$4,000,000 1 – HK$4,000,001 – HK$4,500,000 1 – HK$4,500,001 – HK$5,000,000 – 1 HK$6,500,001 – HK$7,000,000 1 – HK$7,000,001 – HK$7,500,000 – 1 3 2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 113 14. PROPERTY, PLANT AND EQUIPMENT Furniture and fixtures, office equipment and motor vehicles RMB’000 Total RMB’000 30,759 – – 395 – 369,940 61 83,897 22,072 (26,353) 8,449,985 5,175 919,539 – (151,397) 4,619,698 (62,148) 181,365 238,411 (308,734) (230,175) 31,154 – 50 1,565 – (26,868) 449,617 (922) 47,610 5,482 (16,107) (18,363) 9,223,302 (75,475) 915,433 – (953,293) (311,369) 2,914,003 4,438,417 5,901 467,317 8,798,598 9,267 107 3,807 – 299,947 – 110,850 (123) 1,190,764 986 424,026 (35,482) 6,984 – 2,071 – 147,198 37 71,156 (16,035) 1,654,160 1,130 611,910 (51,640) – – – – – 13,181 (2,362) 3,182 – – 410,674 – 116,075 (119,532) (2,013) 1,580,294 (28,791) 608,334 (152,610) (76,225) 9,055 – 1,177 – (5,939) 202,356 (752) 60,491 (18,212) (8,339) 2,215,560 (31,905) 789,259 (290,354) (92,516) – 14,001 405,204 1,931,002 4,293 235,544 2,590,044 At 31 December 2013 910,497 48,462 2,508,799 2,507,415 1,608 231,773 6,208,554 At 31 December 2012 879,650 63,784 2,755,544 3,039,404 22,099 247,261 7,007,742 Construction in progress RMB’000 Freehold land and buildings RMB’000 Leasehold buildings RMB’000 COST At 1 January 2012 Exchange differences Additions Transfer Disposals 747,136 66 702,854 (555,533) (14,873) 75,873 843 25 224 – 2,930,208 – 72,250 174,092 (10,332) 4,296,069 4,205 60,513 358,750 (99,839) At 31 December 2012 Exchange differences Additions Transfer Disposals Disposal of subsidiaries (note 30) 879,650 (390) 597,644 (524,524) (20,676) (21,207) 76,965 (12,015) – – (2,487) – 3,166,218 – 88,764 279,066 (605,289) (14,756) At 31 December 2013 910,497 62,463 DEPRECIATION At 1 January 2012 Exchange differences Charge for the year Disposals – – – – At 31 December 2012 Exchange differences Charge for the year Disposals Disposal of subsidiaries (note 30) At 31 December 2013 Plant and Leasehold machinery improvements RMB’000 RMB’000 NET BOOK VALUE The Group’s freehold land is located outside Hong Kong. Some of the Group’s property, plant and equipment have been pledged to secure banking facilities granted to the Group (note 26(a)) and to the Company’s ultimate holding company (note 35(c)). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 114 15. INTANGIBLE ASSETS Capitalised development costs RMB’000 COST At 1 January 2012 Exchange differences Additions Disposals 2,493,714 180 816,624 (13,593) At 31 December 2012 Exchange differences Additions Disposals and written off Disposal of subsidiaries (note 30) 3,296,925 (2,598) 900,655 (206,300) (55,222) At 31 December 2013 3,933,460 AMORTISATION At 1 January 2012 Exchange differences Charge for the year 271,969 19 210,440 At 31 December 2012 Exchange differences Charge for the year Disposal of subsidiaries (note 30) 482,428 (634) 250,362 (18,739) At 31 December 2013 713,417 NET BOOK VALUE At 31 December 2013 3,220,043 At 31 December 2012 2,814,497 The amortisation charge for the year is included in administrative expenses in the consolidated income statement. During the year ended 31 December 2013, the Group has written off the capitalised development costs amounted to approximately RMB176,172,000 in relation to particular projects which would not be put into commercialisation in view of the change in market conditions. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 115 16. PREPAID LAND LEASE PAYMENTS 2013 RMB’000 2012 RMB’000 1,196,168 1,499,170 30,098 1,166,070 38,144 1,461,026 1,196,168 1,499,170 Opening net carrying amount Additions Disposals Disposal of subsidiaries (note 30) Annual charges of prepaid land lease payments 1,499,170 171,800 (426,333) (10,095) (38,374) 1,517,157 29,237 (9,478) – (37,746) Closing net carrying amount 1,196,168 1,499,170 The Group’s prepaid land lease payments comprise: Outside Hong Kong, held on: – Leases of between 10 to 50 years Analysed for reporting purposes as: Current assets Non-current assets Some of the Group’s prepaid land lease payments have been pledged to secure borrowings granted to the Group (notes 26(a) and 26(e)) and to the Company’s ultimate holding company (note 35(c)). During the year ended 31 December 2013, the Group has disposed of certain prepaid land lease payments with net carrying amount of RMB168,954,000 to Zhejiang Kandi Electric Vehicles Co., Ltd., a 50%-owned joint venture of the Group, at a consideration of RMB326,662,000. As a result, RMB78,854,000 has been recognised as other income (note 8) in the consolidated income statement and the remaining unrealised gain of RMB78,854,000 has been offset against interests in a joint venture (note 19). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 116 17. GOODWILL Carrying amount Arising on acquisition of subsidiaries 2013 RMB’000 2012 RMB’000 6,222 6,222 Goodwill is allocated to the cash generating unit of manufacturing of complete knock down kits in Lanzhou. The recoverable amount of goodwill was determined based on value-in-use calculations, using an annual cash flow budget plan covering a five-year period with a long-term average growth rate of 8% (2012: 8%) per annum for the operation. A discount factor of 11% (2012: 9%) per annum was applied in the value-in-use model. The key assumptions include stable profit margins, which have been determined based on the expectations for market share after taking into consideration current economic environment and market forecast. The directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount of the unit to exceed the aggregate recoverable amount. 18. INTERESTS IN ASSOCIATES Share of net assets Goodwill Impairment loss recognised Represented by: Cost of unlisted investments Share of post-acquisition losses and reserves Impairment loss recognised 2013 RMB’000 2012 RMB’000 261,385 663 (663) 276,320 18,845 (100,000) 261,385 195,165 2013 RMB’000 2012 RMB’000 271,146 (9,098) (663) 401,865 (106,700) (100,000) 261,385 195,165 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 117 18. INTERESTS IN ASSOCIATES (Continued) At the reporting dates, the Group’s interest in Manganese Bronze Holdings plc (“MBH”) (being put under administration on 30 October 2012) is 19.97%. In prior years, the Group retained significant influence over MBH through the power to nominate representatives on their respective boards. During the year ended 31 December 2013, the Group ceased to exercise significant influence over MBH and has reclassified its investment to available-for-sale financial assets and carried it at cost less impairment losses. The net carrying amount of MBH before reclassification was considered to be nil as at 31 December 2012. After considering the unsatisfactory projected future profitability and cash flows of Hangzhou Xuan You Network Technology Limited, the directors determined to recognise an impairment loss of RMB663,000 during the year ended 31 December 2013 (2012: nil). Details of the Group’s interests in associates, which are accounted for using the equity method in the consolidated financial statements, are as follows: Attributable Place of equity establishments interest held Name of company and operations Paid-up capital Mando (Ningbo) Automotive Parts Co., Ltd. PRC US$85,000,000 by the Group 35% 萬都(寧波)汽車零部件有限公司 Ningbo DIPO Traffic Facilities Co., Ltd. Principal activities Manufacturing of automobile parts and components PRC US$11,100,000 18% PRC RMB1,000,000 29.5% Not yet commenced business 寧波帝寶交通器材有限公司 Hangzhou Xuan You Network Provision of webpage design Technology Limited and related technology 杭州軒優網路技術有限公司 support services Closed Joint Stock Company BELGEE Republic of Belarus US$30,000,000 32.5% Production, marketing and sales of automobiles Faurecia Emissions Control Technologies PRC US$1,580,000 9% (Ningbo) Co., Ltd. Manufacturing of emission control systems 佛吉亞排氣控制技術(寧波)有限公司 PT Geely Mobil Indonesia Republic of Indonesia US$3,260,200 30% Production, marketing and sales of automobiles NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 118 18. INTERESTS IN ASSOCIATES (Continued) All associates are indirectly held by the Company. The Group invests in Mando (Ningbo) Automotive Parts Co., Ltd. (“Mando (Ningbo)”) which is a strategic supplier of automobile parts and components of the Group. The Group retains significant influence over Ningbo DIPO Traffic Facilities Co., Ltd. and Faurecia Emissions Control Technologies (Ningbo) Co., Ltd. through the power to nominate representative on their respective boards. Summarised financial information of Mando (Ningbo), the Group’s material associate, adjusted for any differences in accounting policies, and a reconciliation to the carrying amount in the consolidated financial statements, are disclosed below: 2013 2012 RMB’000 RMB’000 Non-current assets 313,988 328,190 Current assets 774,136 563,968 (568,255) (477,947) (2,320) (3,255) Net assets 517,549 410,956 Revenue 851,270 594,300 (84) (4,408) Current liabilities Non-current liabilities Loss and total comprehensive loss for the year Reconciliation of the above summarised financial information to the carrying amount of the interests in Mando (Ningbo) recognised in the consolidated financial statements: Net assets of Mando (Ningbo) Proportion of the Group’s ownership interests in Mando (Ningbo) Carrying amount of the Group’s interests in Mando (Ningbo) 2013 2012 RMB’000 RMB’000 517,549 410,956 35% 35% 181,142 143,835 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 119 18. INTERESTS IN ASSOCIATES (Continued) Aggregate financial information of associates that are not individually material: 2013 2012 RMB’000 RMB’000 (146) (170) 80,243 51,330 The Group’s share of loss and total comprehensive loss for the year Aggregate carrying amount of the Group’s interests in these associates 19. INTERESTS IN A JOINT VENTURE 2013 2012 RMB’000 RMB’000 411,784 – Share of net assets 2013 2012 RMB’000 RMB’000 500,000 – (78,854) – (9,362) – 411,784 – Represented by: Cost of unlisted investment Unrealised gain on disposal of prepaid land lease payments to a joint venture Share of post-acquisition losses and reserves Details of the Group’s interests in a joint venture, which is accounted for using the equity method in the consolidated financial statements, are as follows: Proportion Place of of ownership establishments interest held Name of company and operations Zhejiang Kandi Electric Vehicles Co., Ltd. PRC Paid-up capital by the Group RMB500,000,000 50% Principal activities Manufacture of electric “Zhejiang ( Kandi”) automobiles and 浙江康迪電動汽車有限公司 investment holding NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 120 19. INTERESTS IN A JOINT VENTURE (Continued) Zhejiang Kandi, the only joint venture in which the Group participates, is an unlisted corporate entity whose quoted market price is not available. Summarised financial information of a new joint venture, Zhejiang Kandi, adjusted for any differences in accounting policies, and a reconciliation to the carrying amount in the consolidated financial statements, are disclosed below: 2013 RMB’000 Non-current assets 893,442 Current assets 661,162 Current liabilities Net assets (573,328) 981,276 The above amount of assets and liabilities include the following: Cash and cash equivalents 229,489 Current financial liabilities (excluding trade and other payables and provisions) Revenue Loss and total comprehensive loss for the year 30,000 94,289 (18,723) The above loss for the year including the following: Depreciation and amortisation Interest income Income tax expense (9,132) 1,643 (10) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 121 19. INTERESTS IN A JOINT VENTURE (Continued) Reconciliation of the above summarised financial information to the carrying amount of the interests in a joint venture recognised in the consolidated financial statements: 2013 RMB’000 981,276 Net assets of the joint venture 50% Proportion of the Group’s ownership interests in the joint venture 490,638 Unrealised gain on disposal of prepaid land lease payments (78,854) to the joint venture 411,784 Carrying amount of the Group’s interests in the joint venture 20. INVENTORIES 2013 2012 RMB’000 RMB’000 Raw materials 506,858 788,952 Work in progress 430,903 457,601 Finished goods 845,931 575,734 1,783,692 1,822,287 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 122 21. TRADE AND OTHER RECEIVABLES 2013 2012 RMB’000 RMB’000 2,050,463 1,723,511 392,781 55,899 1,348,683 793,647 (a) 3,791,927 2,573,057 (b) 8,060,190 8,996,093 11,852,117 11,569,150 167,665 170,367 527,987 499,432 695,652 669,799 249,996 151,460 1,171,576 817,491 184,142 242,748 2,301,366 1,881,498 (c) 189,150 23,832 Amount due from ultimate holding company (c) 2,202 1,152 Amount due from a joint venture (d) 440,651 – 2,933,369 1,906,482 14,785,486 13,475,632 Note Trade and notes receivables Trade receivables – Third parties – Associates – Related companies controlled by the substantial shareholder of the Company Notes receivable Deposit, prepayment and other receivables Prepayment to suppliers – Third parties – Related companies controlled by the substantial shareholder of the Company Deposits paid for acquisition of property, plant and equipment VAT and other taxes receivables Utility deposits and other receivables Amounts due from related parties controlled by the substantial shareholder of the Company NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 123 21. TRADE AND OTHER RECEIVABLES (Continued) (a) Trade receivables The Group allows an average credit period of 30 days to 90 days to its local PRC trade customers. The following is an aged analysis of the trade receivables of PRC trade customers based on invoice dates at the reporting dates: 2013 2012 RMB’000 RMB’000 1,289,513 598,292 61 – 90 days 113,540 100,895 Over 90 days 114,720 280,370 1,517,773 979,557 0 – 60 days For overseas trade customers, the Group allows credit period of 180 days to over 1 year. The following is an aged analysis of the trade receivables of overseas trade customers based on invoice dates at the reporting dates: 2013 2012 RMB’000 RMB’000 0 – 60 days 254,121 288,305 61 – 90 days 602,171 298,974 1,275,429 858,006 142,433 148,215 2,274,154 1,593,500 91 – 365 days Over 1 year Of the total trade receivables balance at 31 December 2013, RMB117,159,000 (2012: RMB402,036,000) was due from the Group’s largest customer. Other than the largest customer, there were three customers (2012: one) who represented more than 10% of the total balance of trade receivables. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 124 21. TRADE AND OTHER RECEIVABLES (Continued) (a) Trade receivables (Continued) The aged analysis of the Group’s trade receivables that were past due as at the reporting dates but not impaired is as follows: 2013 2012 RMB’000 RMB’000 0 – 30 days past due 91,108 148,397 31 – 60 days past due 83,061 38,809 61 – 90 days past due 14,756 18,524 Over 90 days past due 113,495 205,284 302,420 411,014 As at 31 December 2013, trade receivables of RMB3,489,507,000 (2012: RMB2,162,043,000) were neither past due nor impaired. These related to a large number of diversified customers for whom there was no recent history of default. The Group does not charge interest on overdue balances. Included in the Group’s trade receivables balance were debtors with a carrying amount of RMB302,420,000 (2012: RMB411,014,000) which were past due at the reporting date for which the Group has not provided for impairment loss. The Group did not hold any collateral over these balances. No material impairment has been made to the trade receivables balance. Receivables that were past due but not impaired were mainly due from large corporations with which the Group has long trading history and therefore these debtors are considered to have good credit quality and the balances are still considered to be fully recoverable. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 125 21. TRADE AND OTHER RECEIVABLES (Continued) (b) Notes receivable All notes receivable are denominated in Renminbi and are notes received from third parties for settlement of trade receivable balances. As at 31 December 2013 and 2012, all notes receivable are guaranteed by established banks in the PRC and have maturities of six months or less from the reporting date. The Group pledged RMB190,044,000 (2012: RMB226,244,000) notes receivable to banks to secure the Group’s notes payable as at 31 December 2013. (c) Amounts due from related parties/ultimate holding company The amounts due from related parties/ultimate holding company are unsecured, interest-free and repayable on demand. (d) Amount due from a joint venture The amount due from a joint venture is unsecured, interest-free and repayable within one year. Except for trade and other receivables amounting to RMB44,393,000 (2012: RMB113,770,000) which is expected to be recovered after 1 year from the reporting date, all other trade and other receivables are expected to be recovered or recognised as an expense within 1 year. 22. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Listed investments – Equity securities listed outside Hong Kong The fair value of the listed investments is based on the quoted market price available. 2013 RMB’000 2012 RMB’000 13,114 12,676 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 126 23. AVAILABLE-FOR-SALE FINANCIAL ASSETS Listed investment outside Hong Kong – Debt security Unlisted investments – Equity securities 2013 RMB’000 2012 RMB’000 2,342 2,311 12,150 1,350 14,492 3,661 The directors determined that the fair value of debt security is not materially different from the carrying amount as stated above. The unlisted equity securities are stated at cost less impairment because the range of reasonable fair value estimates is so significant that the directors of the Company are of the opinion that its fair value cannot be measured reliably. 24. CONVERTIBLE BONDS On 22 September 2009, the Company entered into an agreement (“Subscription Agreement”) pursuant to which certain investors (“Investors”) have agreed to subscribe for convertible bonds and warrants (collectively, the “Instruments”) of the Company. The Subscription Agreement was subsequently supplemented by agreements in which the Company and Investors agreed the redenomination of the Instruments from Hong Kong dollar to Renminbi. The Company has issued a principal amount of RMB1,671 million (approximately HK$1,897 million) 3% coupon convertible bonds due 2014 (“CB 2014”). The CB 2014 are convertible into fully paid ordinary shares of HK$0.02 each of the Company at an initial conversion price of RMB1.67 (equivalent to HK$1.9) per share, subject to adjustment in certain events. Upon the payment of final dividends for the year ended 31 December 2012, the conversion price of the CB 2014 was changed from RMB1.637 (equivalent to HK$1.8583) per share to RMB1.622 (equivalent to HK$1.8408) per share from 10 July 2013 in accordance with the provisions of CB 2014. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 127 24. CONVERTIBLE BONDS (Continued) The bondholders of CB 2014 have the option to require the Company to redeem any outstanding bonds held by them at any time on the third anniversary of the issue of the bonds and on each date falling at intervals of 6 months thereafter until the maturity date of the bonds. Unless previously converted or redeemed, the CB 2014 will be redeemed at 100% of their outstanding principal amount on 11 November 2014. During the year ended 31 December 2012, the Investors partially converted CB 2014 in the principal amount of RMB769,834,000 (approximately HK$873,878,000) into ordinary shares at a conversion price of HK$1.8583 per share. CB 2014 was issued together with the Warrants under the general mandate in 2009. The original general mandate limit was 1,297,951,090 shares (the “General Mandate”). Upon partial conversion of CB 2014 (470,256,584 shares were issued) and full exercise of the Warrants (299,526,900 Shares were issued) in prior years, the unutilised General Mandate left was 528,167,606 shares (the “Unutilised General Mandate”). During the year ended 31 December 2013, the Investors converted all the outstanding CB 2014 in the principal amount of RMB901,313,000 (approximately HK$1,023,126,000). The number of shares to be issued under the outstanding CB 2014 is 555,805,023 (the “Outstanding Conversion Shares”). As the Outstanding Conversion Shares exceeded the Unutilised General Mandate by 27,637,417 Shares (the “Excess Conversion Shares”), the Investors had the right to request the Company, pursuant to the terms of CB 2014, to pay in cash for any Outstanding Conversion Shares that the Company was unable to deliver upon the conversion of the outstanding CB 2014. Accordingly, upon the conversion of all the outstanding CB 2014 during the year ended 31 December 2013, the Company allotted and issued a total of 528,167,606 ordinary shares to the Investors at the conversion price of HK$1.8408 per share and the Company paid in cash of approximately RMB98 million (equivalent to approximately HK$121 million) to the Investors to satisfy the Excess Conversion Shares in lieu of delivery of the Excess Conversion Shares. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 128 24. CONVERTIBLE BONDS (Continued) The CB 2014 contains a liability component and a conversion option which is included in the equity of the Company and presented in equity as convertible bonds reserve. The effective interest rate of the liability component on initial recognition is 6.582% per annum. The redemption option of CB 2014 is included as a liability component and not separately recognised. The liability component is measured at amortised cost. The movements of the convertible bonds for the year are set out below: 2013 2012 RMB’000 RMB’000 Carrying amount brought forward 854,590 1,533,889 Accrued effective interest charges 14,206 93,019 – (49,320) (770,745) (722,998) (98,051) – Liability component Interest paid during the year Conversion during the year Compensation paid in lieu of delivery of the Excess Conversion Shares – 854,590 Convertible bonds – 848,649 Accrued interest included in trade and other payables (note 25) – 5,941 – 854,590 Liability component is represented by: The principal amount of outstanding CB 2014 as at 31 December 2013 is nil (2012: RMB901,313,000). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 129 25. TRADE AND OTHER PAYABLES 2013 RMB’000 2012 RMB’000 7,744,569 425,649 6,792,984 328,735 2,408,220 1,682,207 10,578,438 644,003 8,803,926 1,010,912 11,222,441 9,814,838 1,090,384 2,558,109 468,673 209,127 1,559,057 2,767,236 467,598 366,557 274,679 725,054 819,134 223,467 476,149 257,102 540,115 578,723 4,212,079 4,842,792 (c) (c) 640,095 193 519,076 – (d) – 6,688 4,852,367 5,368,556 16,074,808 15,183,394 Note Trade and notes payables Trade payables – Third parties – An associate – Related parties controlled by the substantial     shareholder of the Company Notes payable (a) (b) Other payables Accrued charges and other creditors Receipts in advance from customers – Third parties – Related parties controlled by the substantial     shareholder of the Company Deferred government grants which conditions have not been satisfied Payables for acquisition of property, plant and equipment Accrued staff salaries and benefits VAT and other taxes payables Other accrued charges Amounts due to related parties controlled by the substantial shareholder of the Company Amount due to ultimate holding company Loan from a non-controlling shareholder of a subsidiary of the Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 130 25. TRADE AND OTHER PAYABLES (Continued) (a) Trade payables The following is an aged analysis of trade payables based on invoice dates at the reporting dates: 2013 2012 RMB’000 RMB’000 0 – 60 days 8,763,174 7,293,119 61 – 90 days 1,023,405 847,784 Over 90 days 791,859 663,023 10,578,438 8,803,926 Trade payables do not carry interest. The average credit period on purchase of goods is 60 days. (b) Notes payable All notes payable are denominated in Renminbi and are notes paid to third parties for settlement of trade payable balances. As at 31 December 2013 and 2012, all notes payable have maturities of less than 1 year from the reporting date. (c) Amounts due to related parties/ultimate holding company The amounts due to related parties/ultimate holding company are unsecured, interest-free and repayable on demand. (d) Loan from a non-controlling shareholder of a subsidiary of the Group At 31 December 2012, loan from a non-controlling shareholder of a subsidiary of the Group was unsecured, interest-bearing at 5% to 6.56% per annum and repayable within one year. Such loan was fully repaid during the year ended 31 December 2013. All amounts are expected to be settled or recognised as income within 1 year and hence the carrying values of the Group’s trade payables, notes payable and other payables are considered to be a reasonable approximation of fair value. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 131 26. BORROWINGS Note 2013 2012 RMB’000 RMB’000 Bank loans secured by the Group’s assets (a) 75,000 218,923 Bank loans guaranteed by ultimate holding company (b) 785,000 995,000 Other bank loans (c) – 268,000 Bank loans, unsecured (d) 105,565 392,010 965,565 1,873,933 – 30,000 965,565 1,903,933 2013 2012 RMB’000 RMB’000 965,565 1,378,933 – 525,000 Total bank borrowings Loans from government (e) At the reporting date, the Group’s borrowings were repayable as follows: On demand or within one year In the second year Less: Amounts due within one year shown under current liabilities 965,565 1,903,933 (965,565) (1,378,933) – 525,000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 132 26. BORROWINGS (Continued) Notes: (a) These bank loans, together with notes payable, are secured by the Group’s property, plant and equipment of nil (2012: RMB671,664,000), prepaid land lease payments of RMB32,278,000 (2012: RMB439,595,000), notes receivable of RMB190,044,000 (2012: RMB226,244,000) (note 21(b)) and bank deposits of RMB105,471,000 (2012: RMB313,535,000) and carry interest at 7.38% (2012: 5.13% to 6.56%) per annum. (b) These bank loans are guaranteed by the Company’s ultimate holding company and carry interest at 5.6% to 6.4% (2012: 5.7% to 6.9%) per annum except for an amount of RMB200,000,000 which is interest-free (2012: nil). (c) At 31 December 2012, other bank loans were guaranteed by other third parties and carrying interest at 5.6% to 5.81% per annum, except for an amount of RMB68,000,000 which was interest-free. These amounts were fully repaid during the year ended 31 December 2013. (d) Unsecured bank loans carry interest at 2.38% to 3.15% (2012: 2.11% to 5.89%) per annum. (e) At 31 December 2012, loans from the government were used for financing the new plant construction and were interest-free, secured by the Group’s prepaid land lease payments of RMB24,962,000 and repayable on demand. These amounts were fully repaid during the year ended 31 December 2013. Of the above total borrowings, approximately RMB275,565,000 (2012: RMB695,933,000) and RMB490,000,000 (2012: RMB1,110,000,000) are fixed-rate borrowings and variable-rate borrowings respectively. 27. DEFERRED TAXATION The following is the deferred taxation recognised and movements thereon during the year: At 1 January Exchange differences Credit to the consolidated income statement (note 10) At 31 December 2013 2012 RMB’000 RMB’000 72,476 92,194 1,315 17 (686) (19,735) 73,105 72,476 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 133 27. DEFERRED TAXATION (Continued) Deferred tax assets Provisions Others Total RMB’000 RMB’000 RMB’000 21,177 – 21,177 232 – 232 (Charge)/Credit to the consolidated income statement (2,846) 36,561 33,715 At 31 December 2012 18,563 36,561 55,124 Exchange differences (3,338) – (3,338) Credit/(Charge) to the consolidated income statement 21,414 (3,079) 18,335 At 31 December 2013 36,639 33,482 70,121 Undistributed Accelerated At 1 January 2012 Exchange differences Deferred tax liabilities At 1 January 2012 Exchange differences Charge/(Credit) to the consolidated income statement At 31 December 2012 Exchange differences Charge to the consolidated income statement At 31 December 2013 profit of tax subsidiaries depreciation Total RMB’000 RMB’000 RMB’000 96,403 16,968 113,371 – 249 249 18,464 (4,484) 13,980 114,867 12,733 127,600 – (2,023) (2,023) 17,649 – 17,649 132,516 10,710 143,226 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 134 27. DEFERRED TAXATION (Continued) Deferred tax liabilities (Continued) The deferred tax assets have been offset against certain deferred tax liabilities on the consolidated statement of financial position as they are related to the same group entity and related to tax levied by the same tax authority. The amounts recognised in the consolidated statement of financial position are as follows: 2013 2012 RMB’000 RMB’000 (59,411) (36,561) 132,516 109,037 73,105 72,476 Deferred tax assets recognised in the consolidated statement of financial position Deferred tax liabilities recognised in the consolidated statement of financial position Net deferred tax liabilities Withholding tax is imposed on dividends declared in respect of profits earned by PRC subsidiaries from 1 January 2008 onwards. Deferred taxation has been provided in the consolidated financial statements in respect of temporary differences attributable to the profits earned by the PRC subsidiaries based on the expected dividends payout ratio of these PRC subsidiaries. The unrecognised temporary differences attributable to the profits earned by the PRC subsidiaries amounting to approximately RMB713 million (2012: RMB1,178 million). At the reporting date, the Group has unused tax losses of approximately RMB159 million (2012: RMB185 million) available for offset against future profits that may be carried forward for 5 years from the year of incurring the loss. No deferred tax asset has been recognised in respect of the tax losses due to the unpredictability of future profit streams. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 135 28. SHARE CAPITAL Number of shares Nominal value RMB’000 Authorised: Ordinary shares of HK$0.02 each 12,000,000,000 246,720 7,457,460,450 139,573 31,705,000 514 Shares issued upon conversion of convertible bonds 470,256,584 7,618 Shares issued upon exercise of warrants 299,526,900 4,852 8,258,948,934 152,557 14,330,000 232 528,167,606 8,557 8,801,446,540 161,346 At 31 December 2012 and 31 December 2013 Issued and fully paid: Ordinary shares of HK$0.02 each At 1 January 2012 Shares issued under share option scheme At 31 December 2012 and 1 January 2013 Shares issued under share option scheme (note a) Shares issued upon conversion of convertible bonds (note b) At 31 December 2013 Notes: (a) During the year, options were exercised to subscribe for 14,330,000 ordinary shares in the Company at a consideration of approximately RMB10,679,000 of which approximately RMB232,000 was credited to share capital and the balance of approximately RMB10,447,000 was credited to the share premium account. As a result of the exercise of options, RMB2,251,000 has been transferred from the share option reserve to the share premium account in accordance with the accounting policy set out in note 4(m). (b) During the year, convertible bonds with principal amount of RMB856,495,000 (approximately HK$972,251,000) were converted by the Investors into 528,167,606 ordinary shares of the Company at a conversion price of RMB1.622 (equivalent to HK$1.8408) per share, of which approximately RMB8,557,000 was credited to share capital and the balance of RMB762,188,000 was credited to the share premium account. As a result of the conversion of convertible bonds, RMB93,271,000 has been transferred from the convertible bonds and warrant reserve to the share premium account in accordance with the accounting policy set out in note 4(g). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 136 29. RESERVES (a) Share premium Share premium represents the excess of the net proceeds from issuance of the Company’s shares over its par value. (b) Statutory reserve As stipulated by the relevant laws and regulations for foreign-invested enterprises in the PRC, the Company’s subsidiaries incorporated in the PRC are required to maintain certain statutory reserves. (c) Capital reserve Capital reserve represents differences between the consideration paid/received and the fair value of net assets acquired/disposed of by the subsidiaries of the Group from/to Zhejiang Geely Holding Group Company Limited, the ultimate holding company of the Company. (d) Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The reserve is dealt with in accordance with the accounting policy set out in note 4(f). (e) Share option reserve Share option reserve represents the fair value of share options granted to employees recognised and is dealt with in accordance with the accounting policy set out in note 4(m). (f) Convertible bonds and warrant reserve Convertible bonds and warrant reserve represents the amount allocated to the unexercised equity component of convertible bonds issued by the Company recognised in accordance with the accounting policy adopted for convertible bonds in note 4(g) and the unexercised equity element of warrants issued by the Company. (g) Fair value reserve The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets held at year end and is dealt with in accordance with the accounting policy in note 4(g). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 137 29. RESERVES (Continued) (h) Accumulated profits Accumulated profits represent accumulated net profit or losses less dividends paid plus other transfers to or from other reserves. (i) Reserves of the Company At 31 December 2013, the aggregate amount of reserves available for distribution to equity holders of the Company was RMB3,420,957,000 (2012: RMB2,892,356,000). The consolidated profit attributable to equity holders of the Company includes a loss of RMB130,080,000 (2012: RMB286,786,000) which has been dealt with in the financial statements of the Company. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 138 30. DISPOSAL OF SUBSIDIARIES During the year, the Group disposed of the entire interest in Shanghai Maple Automobile Moulds Manufacturing Company Limited (“Shanghai Maple Moulds”), a wholly owned subsidiary of Shanghai LTI Automobile Components Company Limited (“Shanghai LTI”), to an independent third party, and disposed of its 51% indirect interest in Shanghai LTI to Shanghai Maple Automobile Company Limited, a related company controlled by the substantial shareholder of the Company. The considerations for the disposal of Shanghai Maple Moulds and Shanghai LTI were RMB50,000,000 and RMB173,350,000 respectively. The disposals of Shanghai Maple Moulds and Shanghai LTI were completed in February and June 2013, respectively. RMB’000 Aggregated net assets disposed of: Property, plant and equipment 201,718 Intangible assets 36,483 Inventories 81,325 Trade and other receivables Bank balances and cash Trade and other payables Tax payable 357,910 9,699 (305,045) (1,036) 381,054 Net gain on disposal of subsidiaries: Cash consideration received/receivable 223,350 Net assets disposed of (381,054) Non-controlling interests 162,972 5,268 Aggregated net cash inflow arising on disposal: Cash consideration received (note) Bank balances and cash disposed of 173,350 (9,699) 163,651 Note: The consideration for the disposal of Shanghai Maple Moulds was included under other receivables of Shanghai LTI. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 139 30. DISPOSAL OF SUBSIDIARIES (Continued) During the year, the Group disposed of its 50% indirect interest in Qufu Kailun Automobile Parts and Components Manufacturing Company Limited (“Qufu Kailun”) to an independent third party. The consideration for the disposal of Qufu Kailun was RMB10,000,000. The disposal of Qufu Kailun was completed in August 2013. RMB’000 Net assets disposed of: Property, plant and equipment 17,135 Prepaid land lease payments 10,095 Inventories 1,858 Trade and other receivables 5,790 Bank balances and cash Trade and other payables 650 (20,311) 15,217 Net gain on disposal of a subsidiary: Cash consideration received Net assets disposed of Non-controlling interests 10,000 (15,217) 7,608 2,391 Net cash inflow arising on disposal: Cash consideration received Bank balances and cash disposed of 10,000 (650) 9,350 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 140 31. COMMITMENTS Capital expenditure commitments At the reporting date, the Group had the following capital commitments: 2013 2012 RMB’000 RMB’000 808,595 582,993 4,500 4,500 Contracted but not provided for, net of deposits paid – purchase of property, plant and machinery – purchase of intangible assets 3,468 71,616 720,000 – 5,400 5,400 1,541,963 664,509 – investment in associates – investment in a new joint venture (note 40) – investment in available-for-sale financial asset Operating lease commitments At the reporting date, the Group had commitments for future minimum lease payments in respect of office and factory premises and other assets under non-cancellable operating leases which fall due as follows: 2013 2012 RMB’000 RMB’000 Within one year 7,000 8,429 In the second to fifth year inclusive 5,044 4,014 12,044 12,443 4,505 2,082 919 1,613 5,424 3,695 17,468 16,138 Office and factory premises Other assets Within one year In the second to fifth year inclusive Leases are negotiated and rental are fixed for an average term of four (2012: four) years. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 141 32. RETIREMENT BENEFITS SCHEME The Group participates in MPF Scheme established under the Mandatory Provident Fund Ordinance in December 2000. The assets of the scheme are held separately from those of the Group in funds under the control of trustees. For members of the MPF Scheme, the Group contributes 5% of relevant payroll costs to the scheme which is matched by the employee. Both the employer’s and the employees’ contributions are subject to a maximum of monthly earnings of HK$25,000 (prior 1 June 2012: HK$20,000) per employee. The employees of the Company’s subsidiary in the PRC are members of a state-managed retirement benefit scheme operated by the government of the PRC. The subsidiary is required to contribute a fixed percentage of the employee’s basic salary to the retirement benefit scheme to fund the benefit. The only obligation of the Group in respect of the retirement benefit scheme is to make the specified contributions. Contributions are made by the Company’s subsidiary in other overseas countries to defined contribution superannuation funds in accordance with the relevant laws and regulations in these countries. For the year ended 31 December 2013, the aggregate employer’s contributions made by the Group and charged to the consolidated income statement amounted to RMB162,453,000 (2012: RMB161,229,000). 33. SHARE-BASED PAYMENT TRANSACTIONS Equity-settled share option scheme Pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 31 May 2002, a share option scheme was adopted by the Company and is valid and effective for a period of ten years from 31 May 2002 (the “Old Share Option Scheme”). Pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 18 May 2012, a new share option scheme (the “New Share Option Scheme”) was adopted to replace the Old Share Option Scheme with the same terms. The Old Share Option Scheme and the New Share Option Scheme are collectively referred to as the “Scheme”. After adoption of the New Share Option Scheme, the Old Share Option Scheme was terminated. The Scheme was adopted for the purpose of providing eligible participants with the opportunity to acquire proprietary interests in the Company and to encourage participants to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole. All directors, full-time employees and any other persons who, in the sole discretion of the board of directors, have contributed or will contribute to the Group are eligible to participate in the Scheme. The maximum number of shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the issued share capital of the Company from time to time. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2013 GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements 142 33. SHARE-BASED PAYMENT TRANSACTIONS (Continued) Equity-settled share option scheme (Continued) Shares which may be issued upon exercise of all options to be granted under the Scheme or any other share option schemes adopted by the Company must not in aggregate exceed 10% of the shares of the Company in issue on the date of adoption. Unless approved by shareholders of the Company, the total number of shares of the Company issued and to be issued upon the exercise of the options granted to each participant (including both exercised and unexercised options) under the Scheme or any other share option schemes adopted by the Company in any twelve month period must not exceed 1% of the issued share capital of the Company. The period within which the options must be exercised will be specified by the Company at the time of grant. This period must expire no later than 10 years from the date of grant of the options. At the time of grant of the options, the Company may specify a minimum period for which an option must be held before it can be exercised. The offer of a grant of share options may be accepted within 5 business days from the date of offer, the offer is delivered to that participant and the amount payable on acceptance of options is HK$1. For those options granted prior to 1 January 2010, approximately 33% of the options will be automatically vested at the date of grant and the remaining 67% will be vested one year from the date of grant if the grantee remains as an employee of the Group. For those options granted after 1 January 2010, one-tenth of options granted will vest in every year from the grant date with one-tenth of options being vested immediately at the date of grant. The subscription price for the shares under the Scheme shall be a price determined by the directors, but not less than the highest of (i) the closing price of shares as stated on the SEHK on the date of the offer of grant; (ii) the average closing price of the shares as stated on the SEHK’s daily quotations sheet for the five trading days immediately preceding the date of the offer of grant; and (iii) the nominal value of the shares. No options may be granted under the Scheme after the date of the tenth anniversary of its adoption. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 143 33. SHARE-BASED PAYMENT TRANSACTIONS (Continued) Equity-settled share option scheme (Continued) The following table discloses details of the Company’s share options under the Scheme held by directors and senior employees and movements in such holdings: 2013 Exercisable period Exercise Outstanding price at per share 1 January HK$ Granted during the year Exercised during the year Forfeited Transfer Outstanding during upon at the year resignation 31 December Directors Mr. Ang Siu Lun, Lawrence 18 January 2010 to 17 January 2020 4.07 11,000,000 – – – – 11,000,000 Mr. An Cong Hui 18 January 2010 to 17 January 2020 4.07 9,000,000 – – – – 9,000,000 Mr. Gui Sheng Yue 18 January 2010 to 17 January 2020 4.07 11,500,000 – – – – 11,500,000 Mr. Liu Jin Liang 18 January 2010 to 17 January 2020 4.07 9,000,000 – – – – 9,000,000 Ms. Wei Mei 18 January 2010 to 17 January 2020 4.07 3,000,000 – – – – 3,000,000 23 March 2012 to 22 March 2022 4.07 5,000,000 – – – – 5,000,000 Mr. Yang Jian 18 January 2010 to 17 January 2020 4.07 12,000,000 – – – – 12,000,000 Mr. Yin Da Qing, Richard 18 January 2010 to 17 January 2020 4.07 11,000,000 – – – (11,000,000) – Dr. Zhao Fuquan 18 January 2010 to 17 January 2020 4.07 11,000,000 – – (11,000,000) – – Mr. Lee Cheuk Yin, Dannis 18 January 2010 to 17 January 2020 4.07 1,000,000 – – – – 1,000,000 Mr. Song Lin 18 January 2010 to 17 January 2020 4.07 1,000,000 – – – – 1,000,000 Mr. Yeung Sau Hung, Alex 18 January 2010 to 17 January 2020 4.07 1,000,000 – – – – 1,000,000 23 March 2012 to 22 March 2022 4.07 7,000,000 – – – – 7,000,000 92,500,000 – – (11,000,000) (11,000,000) 70,500,000 Mr. Li Dong Hui, Daniel Exercise date Weighted average share price at exercise date HK$ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 144 33. SHARE-BASED PAYMENT TRANSACTIONS (Continued) Equity-settled share option scheme (Continued) 2013 (Continued) Exercisable period Employees 8 May 2008 to 7 May 2013 18 January 2010 to 17 January 2020 Exercise Outstanding price at per share 1 January HK$ 0.92 14,330,000 Granted during the year Exercised during the year – (14,330,000) Forfeited Transfer Outstanding during upon at the year resignation 31 December – – – 4.07 359,400,000 – – (39,800,000) 11,000,000 330,600,000 21 April 2010 to 20 April 2020 4.07 14,400,000 – – – – 14,400,000 23 March 2012 to 22 March 2022 4.07 12,000,000 – – – – 12,000,000 25 June 2012 to 24 June 2022 4.07 9,000,000 – – – – 9,000,000 17 January 2013 to 16 January 2023 4.11 – 4,100,000 – – – 4,100,000 501,630,000 Weighted average exercise price per share Weighted average remaining contractual life of options outstanding at 31 December 2013 Number of options exercisable at 31 December 2013 Weighted average exercise price per share of options exercisable at 31 December 2013 4,100,000 (14,330,000) (50,800,000) – 440,600,000 HK$ HK$ HK$ HK$ HK$ HK$ 3.98 4.11 0.92 4.07 4.07 4.07 6 years 168,410,000 HK$ 4.07 Exercise date 3 January 2013 to 30 April 2013 Weighted average share price at exercise date HK$ 3.70 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 145 33. SHARE-BASED PAYMENT TRANSACTIONS (Continued) Equity-settled share option scheme (Continued) 2012 Exercisable period Exercise price per share HK$ Outstanding at 1 January Granted during the year Exercised during the year Forfeited during the year Outstanding at 31 December Exercise date Weighted average share price at exercise date HK$ Directors Mr. Ang Siu Lun, Lawrence 18 January 2010 to 17 January 2020 4.07 11,000,000 – – – 11,000,000 Mr. An Cong Hui 18 January 2010 to 17 January 2020 4.07 9,000,000 – – – 9,000,000 Mr. Gui Sheng Yue 18 January 2010 to 17 January 2020 4.07 11,500,000 – – – 11,500,000 Mr. Liu Jin Liang 18 January 2010 to 17 January 2020 4.07 9,000,000 – – – 9,000,000 Ms. Wei Mei 18 January 2010 to 17 January 2020 4.07 3,000,000 – – – 3,000,000 23 March 2012 to 22 March 2022 4.07 – 5,000,000 – – 5,000,000 Mr. Yang Jian 18 January 2010 to 17 January 2020 4.07 12,000,000 – – – 12,000,000 Mr. Yin Da Qing, Richard 18 January 2010 to 17 January 2020 4.07 11,000,000 – – – 11,000,000 8 May 2008 to 7 May 2013 0.92 11,000,000 – (11,000,000) – 18 January 2010 to 17 January 2020 4.07 11,000,000 – – – 11,000,000 Mr. Lee Cheuk Yin, Dannis 18 January 2010 to 17 January 2020 4.07 1,000,000 – – – 1,000,000 Mr. Song Lin 18 January 2010 to 17 January 2020 4.07 1,000,000 – – – 1,000,000 Mr. Yeung Sau Hung, Alex 18 January 2010 to 17 January 2020 4.07 1,000,000 – – – 1,000,000 23 March 2012 to 22 March 2022 4.07 – 7,000,000 – – 7,000,000 91,500,000 12,000,000 (11,000,000) – 92,500,000 Dr. Zhao Fuquan Mr. Li Dong Hui, Daniel – 11 April 2012 3.04 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 146 33. SHARE-BASED PAYMENT TRANSACTIONS (Continued) Equity-settled share option scheme (Continued) 2012 (Continued) Exercise price per share HK$ Outstanding at 1 January Granted during the year Exercised during the year 18 September 2007 to 17 September 2012 1.06 5,000,000 – (5,000,000) – – 13 March 2012 to 4 September 2012 2.73 8 May 2008 to 7 May 2013 0.92 30,035,000 – (15,705,000) – 14,330,000 22 January 2012 to 12 December 2012 3.27 Exercisable period Employees 18 January 2010 to 17 January 2020 Forfeited Outstanding during at the year 31 December Weighted average share price at exercise date HK$ 4.07 397,700,000 – – (38,300,000) 359,400,000 21 April 2010 to 20 April 2020 4.07 15,900,000 – – 23 March 2012 to 22 March 2022 4.07 – 12,000,000 – – 12,000,000 25 June 2012 to 24 June 2022 4.07 – 9,000,000 – – 9,000,000 540,135,000 Weighted average exercise price per share Weighted average remaining contractual life of options outstanding at 31 December 2012 Number of options exercisable at 31 December 2012 Weighted average exercise price per share of options exercisable at 31 December 2012 (1,500,000) 14,400,000 33,000,000 (31,705,000) (39,800,000) 501,630,000 HK$ HK$ HK$ HK$ HK$ 3.80 4.07 0.94 4.07 3.98 7 years 156,554,000 HK$ 3.66 Exercise date NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 147 33. SHARE-BASED PAYMENT TRANSACTIONS (Continued) Equity-settled share option scheme (Continued) During the year ended 31 December 2013, 4,100,000 options were granted on 17 January 2013 with estimated total fair values of approximately RMB9 million. The closing price of the Company’s shares immediately before the date on which the options granted was HK$4.10. The exercise price of the share options granted is HK$4.11 per share. The share options are valid for a period of 10 years from 17 January 2013 to 16 January 2023 and one-tenth of options granted will vest in every year from the grant date with one-tenth of options being vested immediately at the date of grant. During the year ended 31 December 2012, 24,000,000 options and 9,000,000 options were granted on 23 March 2012 and 25 June 2012 with estimated total fair values of approximately RMB43 million and RMB11 million respectively. The closing price of the Company’s shares immediately before the date on which the options granted were HK$2.99 and HK$2.74 for option lots of 24,000,000 options and 9,000,000 options respectively. The exercise price of the share options granted is HK$4.07 per share for both option lots of 24,000,000 options and 9,000,000 options. The share options for option lots of 24,000,000 options and 9,000,000 options are valid for a period of 10 years from 23 March 2012 to 22 March 2022 and 25 June 2012 to 24 June 2022 respectively and one-tenth of options granted will vest in every year from the grant date with one-tenth of options being vested immediately at the date of grant. The fair values were calculated using the Binomial Option Pricing Model. The inputs into the model were as follows: Grant date Exercise price Expected volatility 17 January 2013 25 June 2012 23 March 2012 HK$4.11 HK$4.07 HK$4.07 53.94% 54.93% 62.90% Expected life 10 years 10 years 10 years Risk-free rate 0.91% 1.048% 1.476% Expected dividend yield 0.68% 1.03% 0.84% Expected volatility was determined by using historical volatility of the Company’s share price, adjusted for any expected changes to future volatility based on publicly available information. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The Group recognised a total expense of RMB87,063,000 (2012: RMB78,789,000) for the year ended 31 December 2013 in relation to share options granted by the Company. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 148 34. WARRANTS During the year ended 31 December 2009, the Company issued 299,526,900 warrants to certain investors with a subscription price of HK$1 for all the warrants. The warrants are convertible into fully paid ordinary shares of HK$0.02 each of the Company at an initial exercise price of RMB2.0262 (equivalent to HK$2.3) per share, subject to adjustment in certain events. Upon the payment of final dividends for the year ended 31 December 2011, the exercise price of the warrants were adjusted from RMB1.9986 (equivalent to HK$2.2687) per share to RMB1.9816 (equivalent to HK$2.2494) per share from 10 July 2012 in accordance with the provisions of the warrants. The warrants are exercisable in part or in whole at any time from the issue date of the warrants on 11 November 2009 to the fifth anniversary of the issuance of the warrants and are freely transferable, but in minimum tranches of 250,000 warrants. The warrants have been classified as equity instruments of the Company. All of the warrants issued have been fully exercised during the year ended 31 December 2012. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 149 35. CONNECTED AND RELATED PARTY TRANSACTIONS Certain transactions fell under the definition of continuing connected transactions (as defined in the Listing Rules) are disclosed in Directors’ Report. In addition to the transactions/information disclosed elsewhere in these consolidated financial statements, during the year, the Group had the following material transactions with connected and related parties: (a) Transactions Name of related parties Nature of transactions 2013 2012 RMB’000 RMB’000 10,931,856 9,130,417 Related companies (note 1) Zhejiang Geely Automobile Sales of complete knock down kits and sedan tool kits Company Limited Sales of automobile parts and components (浙江吉利汽車有限公司) Claims income on defective materials purchased Purchase of complete buildup units Purchase of automobile parts and components Shanghai Maple Automobile Company Limited (上海華普汽車有限公司) 1,120 1,841 61,397 55,914 11,425,065 9,560,628 52 1,367 Sub-contracting fee paid 32,253 34,116 Claims paid on defective materials sold 65,323 60,004 Acquisition of property, plant and equipment 513 – Sales of complete and semi knock down kits 1,998,018 2,359,667 Sales of automobile parts and components 4,107 16,849 Claims income on defective materials purchased 2,999 17,509 2,080,258 2,367,019 2,452 14,269 Purchase of automobile parts and components 41 188 Acquisition of property, plant and equipment 82 290 173,350 – and sedan tool kits Purchase of complete buildup units Claims paid on defective materials sold Disposal of a subsidiary (Note 30) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 150 35. CONNECTED AND RELATED PARTY TRANSACTIONS (Continued) (a) Transactions (Continued) Name of related parties Related companies (note 1) Zhejiang Haoqing Automobile Manufacturing Company Limited (浙江豪情汽車製造有限公司) Nature of transactions 2013 RMB’000 2012 RMB’000 Sales of complete knock down kits and sedan tool kits Sales of automobile parts and components Claims income on defective materials purchased Purchase of complete buildup units Purchase of automobile parts and components Sub-contracting fee paid Claims paid on defective materials sold Acquisition of property, plant and equipment Acquisition of additional interests in subsidiaries Rental income 7,559,475 – 65,635 7,853,586 2,718 49,880 58,384 80,996 – 922 7,431,654 837 72,788 7,769,416 3 48,554 69,044 1,748 215,386 922 3,208 23,084 4,284,593 415 43,822 5,780,786 17 – 6,131 4,607 280,068 – Zhejiang Geely Automobile Parts and Sales of automobile parts and components Components Company Limited Claims income on defective materials purchased (浙江吉利汽車零部件採購有限公司) Purchase of automobile parts and components Shanghai Maple Engine Company Limited (上海華普發動機有限公司) Claims income on defective materials purchased Purchase of automobile parts and components Sales of automobile parts and components Taizhou Haoqing Automobile Sales Company Limited (台州豪情汽車銷售有限公司) Sales of automobile parts and components Sales of complete buildup units Claims paid on defective materials sold 1,071 85,318 202 11 58,747 – Zhejiang Wisdom Electronics Equipment Company Limited (浙江智慧電裝有限公司) Purchase of automobile parts and components Rental income Claims paid on defective materials sold 26,635 482 – 30,274 551 486 Hunan Geely Automobile Industries Company Limited (湖南吉利汽車工業有限公司) Sub-contracting fee paid Interest paid – 463 1,019 – Zhejiang Geely Automobile Industry School (浙江吉利汽車工業學校) Rental income 3,098 5,360 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 151 35. CONNECTED AND RELATED PARTY TRANSACTIONS (Continued) (a) Transactions (Continued) Nature of transactions 2013 RMB’000 2012 RMB’000 Sales of complete knock down kits and sedan tool kits Sales of automobile parts and components Purchase of complete buildup units Acquisition of property, plant and equipment Claims paid on defective materials sold 4,135,137 – 4,422,029 1,192 27,651 2,343,385 4,180 2,466,719 425 – 358 715 702 1,288 4,067 – – – 439 189 Purchase of automobile parts and components Rental income Sale of intangible assets Sub-contracting fee paid Claims income on defective materials purchased 842,118 320 – – 5,091 488,213 480 4,652 685 – Sales of complete buildup units 348,833 – Joint venture Zhejiang Kandi Electric Vehicles Co., Ltd. (浙江康迪電動汽車有限公司) Disposal of prepaid land lease payments and property, plant and equipment 552,680 – Ultimate holding company Zhejiang Geely Holding Group Company Limited (浙江吉利控股集團有限公司) Rental income Sales of complete knock down kits 460 511 460 – Name of related parties Related companies (note 1) Chengdu New Land Automobile Co., Ltd (成都新大地汽車有限責任公司) Zhongjia Automobile Manufacturing (Chengdu) Company Limited (中嘉汽車製造(成都)有限公司) Rental income Shanghai LTI Automobile Components Company Limited (上海英倫帝華汽車部件有限公司) Sales of automobile parts and components Purchase of automobile parts and components Rental income Non-controlling shareholder of the subsidiary Kailun (QuFu) Property Investment Interest paid Limited (凱倫(曲阜)置業有限公司) Associate Mando (Ningbo) Automotive Parts Co., Limited (萬都(寧波)汽車零部件有限公司) Closed Joint Stock Company BELGEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 152 35. CONNECTED AND RELATED PARTY TRANSACTIONS (Continued) (a) (b) Transactions (Continued) Note 1: The Group and the related companies are under the common control of the substantial shareholder of the Company’s ultimate holding company. Note 2: The Group does not have the automobile catalogue issued by the National Development Reform Commission in the PRC which is required to facilitate payment of the PRC consumption tax. The related parties referred to above have the relevant automobile catalogue licence and therefore the sales of complete knock down kits and sedan tool kits to and purchase of complete buildup unit from related parties as set out above have been presented on a net basis in the consolidated income statement (to the extent that they are back-to-back transactions) since the said related parties in effect only act as a channel to facilitate the payment of the PRC consumption tax. For the same reason, the related claims income from and claims expenses paid to these related parties have also been presented on a net basis as long as they are back-to-back transactions. Compensation of key management personnel The remuneration of directors and other members of key management during the year were as follows: Short-term benefits Retirement benefits scheme contribution Share-based payments 2013 2012 RMB’000 RMB’000 34,703 33,315 1,159 2,078 87,063 78,789 122,925 114,182 The remuneration of directors and key management are determined by the remuneration committee having regard to the performance of individuals and market trends. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 153 35. CONNECTED AND RELATED PARTY TRANSACTIONS (Continued) (c) Pledge of assets and financial guarantee contracts As at 31 December 2013, the Group has provided guarantees with respect to banking facilities granted to the Company’s ultimate holding company amounting to RMB340,000,000 (2012: RMB320,000,000). Without taking account of any collateral held, this represented the Group’s maximum exposure under the financial guarantee contracts at the reporting dates. During the year, the maximum guarantee provided by the Group was determined to be RMB340,000,000 (2012: RMB600,000,000). As at the reporting dates, the Company’s ultimate holding company has provided 100% counter guarantees to the Group by way of cash in respect of the above guarantees provided by the Group to the respective banks. Under the financial guarantee contracts, certain prepaid land lease payments and property, plant and equipment of the Group with carrying amounts of RMB82,221,000 (2012: RMB84,039,000) and RMB150,759,000 (2012: RMB466,067,000) respectively, have been pledged to the banks as at 31 December 2013. The Group would only be liable to pay the banks if the banks are unable to recover the loans. No provision for the Group’s obligation under the financial guarantee contracts have been made as it was not probable that the repayment of the bank borrowings by the Company’s ultimate holding company would be in default. According to the terms of the bank loans, the earliest repayment date of the bank loans would be in 2014 and 2017 for an amount of RMB100,000,000 and RMB240,000,000 respectively (2012: in 2013 and 2017 for an amount of RMB100,000,000 and RMB220,000,000 respectively). 36. CAPITAL RISK MANAGEMENT The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from the prior year. The capital structure of the Group consists of debt (which includes borrowings and convertible bonds) and equity attributable to equity holders of the Company, comprising issued share capital and reserves. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 154 36. CAPITAL RISK MANAGEMENT (Continued) Gearing ratio The Company’s Board of Directors reviews the capital structure on a regular basis. As part of this review, the Board of Directors considers the cost of capital and the risks associated with each class of capital. The Group does not have a specific target gearing ratio determined as the proportion of debt to equity but will closely monitors the fluctuations of the gearing ratio. The gearing ratio at the reporting date was as follows: Debt (note (i)) Equity (note (ii)) Debt to equity ratio 2013 2012 RMB’000 RMB’000 965,565 2,752,582 16,068,024 12,886,657 6% 21% Notes: 37. (i) Debt comprising borrowings and convertible bonds as detailed in notes 26 and 24 to the consolidated financial statements respectively. (ii) Equity includes all capital and reserves attributable to equity holders of the Company. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Exposure to market risk (including interest rate risk and currency risk), credit and liquidity risks arises in the normal course of the Group’s business. Market risk exposures are measured using sensitivity analysis. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk. These risks are limited by the Group’s financial management policies and practices described below. Credit risk The Group’s credit risk is primarily attributable to trade receivables. Management has a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 155 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Credit risk (Continued) In respect of trade and other receivables, credit evaluations are performed on customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic and business environment in which the customer operates. Normally, the Group does not obtain collateral from customers. In addition, most of the debtors have good credit quality as set out in note 21(a) to the consolidated financial statements. The maximum exposure to credit risk without taking into account any collateral held is represented by the carrying amount of each financial asset, excluding financial assets at fair value through profit or loss, in the statement of financial position after deducting any impairment allowance (also disclosed under the below liquidity table). In addition, as set out in note 35(c) to the consolidated financial statements, some of the Group’s assets have been pledged and the Group also provided guarantee to secure banking facilities granted to the Company’s ultimate holding company. The directors consider the Company’s ultimate holding company has sufficient financial strength and the probability of default is low. The Group does not provide any other guarantees which would expose the Group to credit risk. Bank balances and cash of the Group have been deposited into established banks in countries that the Group operates. Equity and debt price risk The Group is exposed to the equity price changes arising from the equity and debt securities classified as availablefor-sale financial assets. The Group’s listed investment is listed overseas. Decisions to buy or sell securities are based on the Group’s liquidity needs. Listed investments held in the available-for-sale portfolio have been chosen based on their longer term growth potential and are monitored regularly for performance against expectations. The Group’s unquoted investments are held for long term strategic purposes. Their performance is assessed at least twice a year against performance of similar listed entities, based on the limited information available to the Group, together with an assessment of their relevance to the Group’s long term strategic plans. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 156 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Liquidity risk Individual operating entities within the Group are responsible for their own cash management, including short-term investment of cash surpluses and the raising of loans to cover expected cash demands. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. The following table details the remaining contractual maturities at the reporting date of the Group’s financial assets and financial liabilities, which are based on contractual undiscounted cash flows including interest and the contractual maturities. 2013 Loans and receivables Trade receivables Notes receivable Other receivables Pledged bank deposits Bank balances and cash Financial assets at fair value through profit or loss Available-for-sale financial assets Financial liabilities at amortised cost Trade payables Notes payable Other payables Borrowings Financial guarantee contracts Weighted average effective interest rate % 0 to 60 days RMB’000 61 to 90 days RMB’000 91 days to 1 year RMB’000 1 to 2 years RMB’000 Over 2 years RMB’000 0.05 – – 2.63 0.38 2,247,268 418,802 337,699 86,706 5,499,363 1,026,189 762,791 203,629 21,507 – 476,614 6,878,597 262,805 – – 44,393 – – – – – – – – – 3,794,464 8,060,190 804,133 108,213 5,499,363 3,791,927 8,060,190 804,133 105,471 5,477,747 – 13,114 – – – – 13,114 13,114 0.08 2 1 9 12 14,504 14,528 14,492 8,602,954 2,014,117 7,618,025 44,405 14,504 18,294,005 18,267,074 1,815,264 322,481 1,856,292 343,931 340,000 6,765,504 59,438 775,058 90,135 – 1,997,670 262,084 194,362 545,020 – – – – – – – – – – – 10,578,438 644,003 2,825,712 979,086 340,000 10,578,438 644,003 2,825,712 965,565 – 4,677,968 7,690,135 2,999,136 – – 15,367,239 15,013,718 – – – 4.55 – Total Total carrying undiscounted amount as at cash flows 31 December RMB’000 RMB’000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 157 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Liquidity risk (Continued) 2012 Loans and receivables Trade receivables Notes receivable Other receivables Pledged bank deposits Bank balances and cash Financial assets at fair value through profit or loss Available-for-sale financial assets Financial liabilities at amortised cost Trade payables Notes payable Other payables Loan from a non-controlling shareholder of a subsidiary of the Group Borrowings Convertible bonds Financial guarantee contracts Weighted average effective interest rate % 0 to 60 days RMB’000 61 to 90 days RMB’000 91 days to 1 year RMB’000 1 to 2 years RMB’000 Over 2 years RMB’000 Total undiscounted cash flows RMB’000 Total carrying amount as at 31 December RMB’000 0.16 – – 2.63 0.42 1,641,242 1,839,635 166,604 83,629 4,206,147 658,165 575,926 – 202,643 – 165,999 6,580,532 38,022 35,415 – 113,770 – – – – – – – – – 2,579,176 8,996,093 204,626 321,687 4,206,147 2,573,057 8,996,093 204,626 313,535 4,188,862 – 12,676 – – – – 12,676 12,676 2.15 12 6 58 77 3,687 3,840 3,661 7,949,945 1,436,740 6,820,026 113,847 3,687 16,324,245 16,292,510 – – – 2,887,968 505,558 1,567,606 3,924,266 259,470 14,674 1,991,692 245,884 240,854 – – – – – – 8,803,926 1,010,912 1,823,134 8,803,926 1,010,912 1,823,134 5.38 5.72 6.58 – 747 196,734 4,110 320,000 6,016 70,692 2,055 – – 1,135,388 18,839 – – 599,016 855,072 – – – – – 6,763 2,001,830 880,076 320,000 6,688 1,903,933 848,649 – 5,482,723 4,277,173 3,632,657 1,454,088 – 14,846,641 14,397,242 The amount included above for financial guarantee contracts are the maximum amounts the Group could be required to settle under the guarantee arrangement if that amounts are claimed by the counterparty to the guarantee on loans procured by the ultimate holding company of the Company. Based on the expectations at the end of the reporting period, the Group considers that no amount will be payable under the guarantee arrangement. However, these estimates are subject to change depending on the probability of the counterparty claiming under the guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 158 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Interest rate risk The Group’s fair value interest rate risk relates primarily to convertible bonds (note 24) and fixed-rate bank borrowings (note 26). The Group does not apply any derivatives to hedge the fair value interest rate risk. The Group’s cash flow interest rate risk relates primarily to variable-rate borrowings (note 26). The interest rate profile of the Group as at the reporting date has been set out in the liquidity risk section of this note. At 31 December 2013, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variables held constant, would have decreased/increased the Group’s profit after taxation and accumulated profits by approximately RMB4 million (2012: RMB6 million). Currency risk Majority of the Group’s sales and purchases are conducted with currencies that are denominated in a currency which is also the functional currency of the operations to which they relate. The following table details the Group’s exposure at the reporting date to currency risk arising from recognised assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. 2013 2012 Hong Kong United States Bank balances and cash Trade and other receivables Borrowings Trade and other payables Hong Kong United States dollars dollars Euro dollars dollars Euro RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 107,290 253,961 11,265 321,274 798,193 1,145 620 2,009,277 172,062 504 1,562,789 1,915 (102,700) – – (62,370) (62,775) – – (80,174) – – (30,988) (1,074) As the Group is mainly exposed to the effects of fluctuation in United States dollars/Hong Kong dollars/Euro, the following table indicates the approximate change in the Group’s profit after taxation and accumulated profits. The sensitivity analysis includes outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rate. The stated changes represent management’s assessment of reasonably possible changes in foreign exchange rates over the period until the next annual reporting date. Results of the analysis as presented in the below table represent an aggregation of the effects on each of the Group entities’ profit after taxation and accumulated profits measured in the respective functional currencies, translated into Renminbi at the exchange rate ruling at the reporting date for presentation purposes. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 159 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Currency risk (Continued) Impact of United States Impact of Hong Kong Impact of dollars dollars Euro 2013 2012 2013 2012 2013 2012 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 81,865 85,021 260 12,969 6,875 74 Profit after taxation/ Accumulated profits Fair value measurements of financial instruments (a) Financial assets and liabilities measured at fair value (i) Fair value hierarchy The following table presents the fair value of the Group’s financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair value measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows: Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available. Level 3 valuations: Fair value measured using significant unobservable inputs NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 160 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Fair value measurements of financial instruments (Continued) (a) Financial assets and liabilities measured at fair value (Continued) (i) Fair value hierarchy (Continued) The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments: 2013 Fair value at Fair value 31 December measurements using Level 1 Level 2 Level 3 RMB’000 RMB’000 RMB’000 RMB’000 13,114 13,114 – – 2,342 – 2,342 – Recurring fair value measurement Financial assets: Financial assets at fair value through profit or loss – Listed equity securities held for trading Available-for-sale financial assets – Listed debt security 2012 Fair value at Fair value 31 December measurements using Level 1 Level 2 Level 3 RMB’000 RMB’000 RMB’000 RMB’000 12,676 12,676 – – 2,311 – 2,311 – Recurring fair value measurement Financial assets: Financial assets at fair value through profit or loss – Listed equity securities held for trading Available-for-sale financial assets – Listed debt security There was no transfer between instruments in Level 1 and Level 2 for the year ended 31 December 2013 and 2012. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 161 37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Fair value measurements of financial instruments (Continued) (b) Financial assets and liabilities measured at fair value Valuation technique and inputs used in Level 2 fair value measurements Fair value of available-for-sale financial assets is determined with reference to fair value estimated by independent professionals, which are based on quoted market prices of listed investments or the present value of the estimated future cash flows discounted at the effective interest rate. (c) Fair value of financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial instruments carried at cost or amortised cost are not materially different from their fair values as at 31 December 2013 and 2012 except for the following financial instruments, for which their carrying amounts and fair value are disclosed below: 2013 2012 Carrying Unlisted investments – Equity securities Convertible bonds Carrying amount Fair value amount Fair value RMB’000 RMB’000 RMB’000 RMB’000 12,150 12,150 1,350 1,350 – – (848,649) (833,492) 12,150 12,150 (847,299) (832,142) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 162 38. STATEMENT OF FINANCIAL POSITION OF THE COMPANY 2013 RMB’000 2012 RMB’000 76 293,697 – – 63 293,697 – – 293,773 293,760 1,847 3,821,329 95,425 1,440 3,964,652 375,292 3,918,601 4,341,384 3,018 102,700 31,748 125,145 105,718 156,893 Net current assets 3,812,883 4,184,491 Total assets less current liabilities 4,106,656 4,478,251 161,346 3,945,310 152,557 3,477,045 4,106,656 3,629,602 – 848,649 4,106,656 4,478,251 Note Non-current assets Property, plant and equipment Investments in subsidiaries Investment in an associate Available-for-sale financial asset Current assets Other receivables Amounts due from subsidiaries Bank balances and cash 39 (a) (a) (b) Current liabilities Other payables Borrowings Capital and reserves Share capital Reserves 28 (c) Total equity Non-current liabilities Convertible bonds 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 163 38. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) Notes: 39. (a) At the reporting dates, the amount represents the investment in MBH as detailed in note 18. The net carrying amount was considered to be nil as at 31 December 2013 and 2012. (b) The amounts due from subsidiaries are unsecured, interest-free and repayable on demand. (c) The movement of reserves represents: 2013 RMB’000 2012 RMB’000 At 1 January Shares issued under share option scheme Shares issued upon conversion of convertible bonds (note 28) Shares issued upon exercise of warrants (note 28) Recognition of share-based payments Loss for the year Dividends paid 3,477,045 10,447 762,188 – 87,063 (130,080) (261,353) 2,526,822 23,679 715,380 588,690 78,789 (286,786) (169,529) At 31 December 3,945,310 3,477,045 SUBSIDIARIES Investments in subsidiaries represent unlisted shares at cost. Particulars of the principal subsidiaries at 31 December 2013 are as follows: Name of company Place of incorporation/ registration and operations Issued and fully paid shares/ registered capital Centurion Industries Limited British Virgin Islands USD1 100% – Investment holding Value Century Group Limited British Virgin Islands USD1 100% – Investment holding 吉利國際貿易有限公司 Geely International Limited Hong Kong HK$2 100% – Investment holding and export of sedans outside the PRC 浙江福林國潤汽車零部件有限公司 Zhejiang Fulin Guorun Automobile Parts & Components Co., Ltd.* PRC USD15,959,200 – 100% Percentage of equity interests held Directly Indirectly Principal activities Research, production, marketing and sales of automobile parts and related components in the PRC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 164 39. SUBSIDIARIES (Continued) Name of company Place of incorporation/ registration and operations Issued and fully paid shares/ registered capital Linkstate Overseas Limited British Virgin Islands USD1 100% – Inactive Luckview Group Limited British Virgin Islands USD1 100% – Investment holding 帝福投資有限公司 Luck Empire Investment Limited Hong Kong HK$1 – 100% Investment holding DSI Holdings Pty Limited Australia A$54,563,403 100% – Design, development and manufacturing of automatic transmissions 浙江金剛汽車零部件研究開發有限公司 PRC USD14,900,000 – 100% Research and development of Percentage of equity interests held Directly Indirectly automobile parts and components Zhejiang Kingkong Automobile Parts & in the PRC Components R&D Company Limited* 浙江吉利汽車銷售有限公司 Principal activities PRC RMB15,000,000 – 100% Sales of automobile parts and components in the PRC Zhejiang Geely Automobile Sales Company Limited# 浙江吉潤汽車有限公司 PRC USD330,715,081 – 99% marketing and sales of sedans and Zhejiang Jirun Automobile Company related automobile components Limited^ 上海華普國潤汽車有限公司 Shanghai Maple Guorun Automobile Company Limited^ Research, development, production, in the PRC PRC USD121,363,600 – 99% Research, development, production, marketing and sales of sedans and related automobile components in the PRC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 165 39. SUBSIDIARIES (Continued) Name of company Place of incorporation/ registration and operations Issued and fully paid shares/ registered capital 浙江吉利控股集團汽車銷售有限公司 PRC RMB60,559,006 Percentage of equity interests held Directly Indirectly – 100% Marketing and sales of sedans in the PRC Zhejiang Geely Holding Group Automobile Sales Company Limited Principal activities #^ 上海吉利美嘉峰國際貿易股份有限公司 PRC RMB100,000,000 – 100% Export of sedans outside the PRC PRC RMB30,000,000 – 100% Research and development of sedans Geely International Corporation# 浙江吉利汽車研究院有限公司 and related automobile components Zhejiang Geely Automobile Research in the PRC Institute Limited# 寧波吉利發動機研究所有限公司 PRC RMB10,000,000 – 100% Research and development of automobile engines in the PRC Ningbo Geely Engine Research Institute Limited# 上海華普汽車銷售有限公司 PRC RMB20,000,000 – 100% Marketing and sales of sedans in the PRC Shanghai Maple Automobile Sales Company Limited# 浙江陸虎汽車有限公司(「浙江陸虎」) PRC RMB418,677,000 – Zhejiang Ruhoo Automobile Company 99% Research, development, production, (note 1) marketing and sales of sedans and related automobile components in the Limited (“Zhejiang Ruhoo”) ^ 浙江金剛汽車有限公司(「浙江金剛」) PRC PRC RMB413,000,000 – 99% (note 1) Zhejiang Kingkong Automobile Company Zhejiang Geely Gearbox Limited# and sales of sedans and related automobile components in the PRC Limited^ (“Zhejiang Kingkong”) 浙江吉利變速器有限公司 Research, development, production PRC RMB10,000,000 – 100% (note 2) Production of automobile components in the PRC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 166 39. SUBSIDIARIES (Continued) Name of company Place of incorporation/ registration and operations Issued and fully paid shares/ registered capital 湖南吉利汽車部件有限公司 PRC USD88,500,000 – PRC RMB80,000,000 – Percentage of equity interests held Directly Indirectly 99% Hunan Geely Automobile Components Company Limited^ 桂林吉星電子等平衡動力有限公司 100% (note 3) Guilin Geely Stars Oil Electric Hybrid Principal activities Research, development, production, marketing and sales of sedans and related automobile components in the PRC Research and development of electric hybrid engines in the PRC Engine Company Limited# 浙江遠景汽配有限公司 Procurement of automobile parts and components in the PRC PRC RMB50,000,000 – 100% PRC RMB5,000,000 – 65% PRC RMB420,000,000 – 100% Research, development, production, marketing and sales of sedans and related automobile components in the PRC PRC RMB50,000,000 – 100% Research, development, production, marketing and sales of sedans and related automobile components in the PRC PRC RMB150,000,000 – 100% Production of automobile components Zhejiang Vision Auto-parts Fittings Company Limited# 浙江手拉手汽車服務有限公司 Zhejiang Shou La Shou Automobile Sales of sedans and provision of automobile services Services Company Limited#@ 蘭州吉利汽車工業有限公司 Lanzhou Geely Automobile Industries Company Limited# 成都高原汽車工業有限公司 Chengdu Gaoyuan Automobile Industries Company Limited# 湖南羅佑發動機部件有限公司 Hunan Luoyou Engine Components Company Limited # in the PRC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 167 39. SUBSIDIARIES (Continued) Name of company Place of incorporation/ registration and operations Issued and fully paid shares/ registered capital 湖南吉盛國際動力傳動系統有限公司 PRC RMB170,000,000 Percentage of equity interests held Directly Indirectly – 100% Production of automobile components in the PRC Hunan Jisheng International Drivetrain System Company Limited Principal activities #^ 濟南吉利汽車有限公司 PRC RMB360,000,000 – 100% Research, development, production, Jinan Geely Automobile marketing and sales of sedans Company Limited# and sales of related automobile components in the PRC 濟南吉利汽車零部件有限公司 PRC RMB10,000,000 – 100% marketing and sales of related Jinan Geely Automobile Parts and Components Company Limited automobile components in the PRC # 寧波遠景汽車零部件有限公司 PRC RMB96,000,000 – 100% related automobile components in the # 山東吉利變速器有限公司 Research, development, production, marketing and sales of sedans and Ningbo Vision Automobile Parts and Components Company Limited Research, development, production, PRC PRC RMB100,000,000 – 100% Not yet commenced business PRC RMB500,000 – 100% Not yet commenced business Russia RUB10,000 – 100% Marketing and sales of sedans in Shandong Geely Gearbox Company Limited# 杭州軒宇人力資源有限公司 Hangzhou Xuan Yu Human Resources Company Limited# Limited Liability Company “Geely Motors” Russia Fewin S.A. Uruguay USD8,010,418 – 100% Marketing and sales of sedans in South America NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 168 39. SUBSIDIARIES (Continued) Name of company Place of incorporation/ registration and operations Issued and fully paid shares/ registered capital 浙江吉利羅佑發動機有限公司 PRC RMB500,000,000 Percentage of equity interests held Directly Indirectly – 100% Production of automobile engines in the PRC Zhejiang Geely Luoyou Engine Company Limited Principal activities # PRC RMB500,000 – 51% Not yet commenced business PRC RMB10,000,000 – 100% Not yet commenced business Geely Ukraine, LLC Ukraine UAH61,000 – 100% Not yet commenced business 寧波吉利羅佑發動機零部件有限公司 PRC RMB282,800,000 – 100% Production of automobile components 杭州哈曼汽車服務有限公司 Hangzhou Ha Man Automobile Services Company Limited# 寧波吉利遠景汽配有限公司 Ningbo Geely Vision Auto-parts Fittings Company Limited# in the PRC Ningbo Geely Luoyou Engine Components Company Limited # 台州吉利美嘉峰貿易有限公司 PRC RMB10,000,000 – 100% Export of sedans outside the PRC PRC RMB10,000,000 – 100% Export of sedans outside the PRC Taizhou Geely International Limited# 湘潭吉利美嘉峰貿易有限公司 Xiangtan Geely International Limited * ^ @ # # The Company’s subsidiary in the PRC is wholly foreign-owned enterprise established for a period of 30 to 50 years. The Company’s subsidiary in the PRC is sino-foreign equity joint venture established for a period of 30 to 50 years. The Company has control over this subsidiary through contractual agreement with the non-controlling shareholder. Translation of registered name in Chinese for identification purpose. None of the subsidiaries had issued any debt securities during the year or at the end of the year. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 ACCOUNTS Notes to the Consolidated Financial Statements For the year ended 31 December 2013 169 39. SUBSIDIARIES (Continued) Notes: 1. In 2011, the Group entered into agreements with Zhejiang Geely Holding Group Company Limited and its subsidiaries to acquire additional 8% interest in Zhejiang Kingkong and Zhejiang Ruhoo increasing each of its equity interest from 91% to 99% at a total cash consideration of RMB162,805,000 and RMB52,581,000 respectively. Details of the acquisition have been set out in the Company’s announcement dated 25 November 2011. The acquisition of additional 8% interest in Zhejiang Kingkong and Zhejiang Ruhoo were completed in 2012. 2. In 2012, the Group has completed the acquisition of an additional 10% equity interest in Zhejiang Geely Gearbox Limited from a third party, increasing its equity interest from 90% to 100% at a cash consideration of RMB5,000,000. 3. In 2012, the Group has completed the acquisition of an additional 30% equity interest in Guilin Geely Stars Oil Electric Hybrid Engine Company Limited from a third party, increasing its equity interest from 70% to 100% at a cash consideration of RMB24,000,000. The following table lists out the information related to subgroup of Zhejiang Jirun Automobile Company Limited, the subsidiary of the Group which has material non-controlling interest. The summarised financial information presented below represents the amounts before any inter-company elimination. Non-controlling interest percentage Non-current assets Current assets Current liabilities Non-current liabilities Net assets Carrying amount of non-controlling interest Revenue Profit for the year Other comprehensive income for the year Total comprehensive income for the year Profit allocated to non-controlling interest Dividend paid to non-controlling interest Cash flows from operating activities Cash flows used in investing activities Cash flows used in financing activities Net cash inflows 2013 RMB’000 2012 RMB’000 1% 7,121,917 19,890,896 (17,062,746) (630,715) 1% 6,646,186 17,997,890 (16,359,489) (1,216,663) 9,319,352 7,067,924 89,023 66,291 34,993,248 2,513,720 (1,776) 2,511,944 25,119 2,232 28,881,477 1,653,115 (731) 1,652,384 16,524 833 2,264,604 (813,339) (709,853) 2,711,254 (1,440,412) (496,124) 741,412 774,718 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 For the year ended 31 December 2013 ACCOUNTS Notes to the Consolidated Financial Statements 170 40. EVENT AFTER THE REPORTING DATE On 16 December 2013, the Company entered into a joint venture agreement (“JV Agreement”) with BNP Paribas Personal Finance, a third party, for the establishment of a joint venture company (“JV Company”) to engage in the vehicles financing business in the PRC. The Company will contribute a total of RMB720 million to the JV Company and obtain 80% of its equity interest. Pursuant to the JV Agreement, the JV Company will be under the joint control of the Company and the other investor. Accordingly, the investment in the JV Company will be treated as a joint venture of the Group and measured using the equity method. The JV Agreement will also involve the call option and put option granted by the Company to BNP Paribas Personal Finance, and a call option granted by BNP Paribas Personal Finance to the Company. The actual financial effect to the Group in relation to the call/put options will be determined by the exercise price of the relevant option to be calculated based on the then fair market value of the JV Company. The JV Agreement and the grant of the related options have been approved by the shareholders in the extraordinary general meeting of the Company held on 27 January 2014. Details of the JV Agreement and the options granted have been set out in the Company’s circular dated 8 January 2014. At as the date of this report, the formation of the JV Company is still subject to the official approval by the China Banking Regulatory Commission. DIRECTORY GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 OUR COMPANY Directory 171 Executive Directors: Remuneration Committee: Mr. Li Shu Fu (Chairman) Mr. Yeung Sau Hung, Alex (Committee’s Chairman) Mr. Yang Jian (Vice Chairman) Ms. Wei Mei Mr. Gui Sheng Yue (Chief Executive Officer) Mr. Lee Cheuk Yin, Dannis Mr. An Cong Hui Mr. Fu Yu Wu Mr. Ang Siu Lun, Lawrence Mr. Wang Yang Mr. Li Dong Hui, Daniel Mr. Liu Jin Liang Ms. Wei Mei Nomination Committee: Mr. Fu Yu Wu (Committee’s Chairman) Non-executive Director: Mr. Carl Peter Edmund Moriz Forster Mr. Gui Sheng Yue Mr. Yeung Sau Hung, Alex Mr. Lee Cheuk Yin, Dannis Mr. Wang Yang Independent Non-executive Directors: Mr. Song Lin Company Secretary: Mr. Lee Cheuk Yin, Dannis Mr. Cheung Chung Yan, David Mr. Yeung Sau Hung, Alex Mr. Fu Yu Wu Mr. Wang Yang Auditors: Grant Thornton Hong Kong Limited Audit Committee: Mr. Lee Cheuk Yin, Dannis (Committee’s Chairman) Legal Advisor on Hong Kong Law: Mr. Song Lin Sidley Austin Mr. Yeung Sau Hung, Alex Mr. Fu Yu Wu Mr. Wang Yang Legal Advisor on Cayman Islands Law: Maples and Calder DIRECTORY GEELY AUTOMOBILE HOLDINGS LIMITED Annual Report 2013 OUR COMPANY Directory 172 Principal Bankers in Hong Kong: Investor & Media Relations: Standard Chartered Bank (Hong Kong) Limited Prime International Consultants Limited China CITIC Bank International Limited Bank of America NA Head Office and Principal Place of Business: Listing Information: The Stock Exchange of Hong Kong Limited Stock Code: 0175 Room 2301, 23rd Floor, Great Eagle Centre 23 Harbour Road, Wan Chai, Hong Kong Company’s Website: Telephone: (852) 2598 3333 http://www.geelyauto.com.hk Facsimile: (852) 2598 3399 Email: [email protected] Registered Office: P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Hong Kong Share Registrars & Transfer Office: Union Registrars Limited 18/F., Fook Lee Commercial Centre Town Place, 33 Lockhart Road, Wan Chai, Hong Kong. This annual report is printed on recyclable paper Designed & Produced by HeterMedia Services Limited Geely Automobile Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code : 0175) QUALITY GEELY Annual Report 2013 香港灣仔港灣道 23 號鷹君中心 23 樓 2301 室 Annual Report 2013 Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong