2020 Interim Report 01
REPORT ON REVIEW OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TO THE BOARD OF DIRECTORS OF QINGLING MOTORS CO., LTD.
(a Sino-foreign joint venture joint stock limited company established in the People's Republic of China with limited liability)
INTRODUCTION
We have reviewed the condensed consolidated financial statements of Qingling Motors Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group") set out on pages 3 to 46, which comprise the condensed consolidated statement of financial position as of 30 June 2020 and the related condensed consolidated statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the six- month period then ended, and certain explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of these condensed consolidated financial statements in accordance with HKAS 34. Our responsibility is to express a conclusion on these condensed consolidated financial statements based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
02 Qingling Motors Co. Ltd
REPORT ON REVIEW OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SCOPE OF REVIEW
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. A review of these condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared, in all material respects, in accordance with HKAS 34.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
26 August 2020
2020 Interim Report 03
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 30 June 2020
Six months ended 30 June | |||
2019 | |||
2020 | |||
NOTES | RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | ||
Revenue | 3 | 2,247,765 | 2,414,401 |
Cost of sales | (1,972,790) | (1,974,535) | |
Gross profit | 274,975 | 439,866 | |
Other income | 135,704 | 119,613 | |
Impairment losses under expected | |||
credit loss model, net of reversal | 10 | (560) | (116) |
Other gains and losses, net | (1,807) | (730) | |
Distribution and selling expenses | (126,527) | (117,757) | |
Administrative expenses | (81,805) | (109,740) | |
Research expenses | (91,043) | (85,307) | |
Finance costs | (1,850) | (2,059) | |
Share of profit of an associate | 168 | 319 | |
Share of profit of joint ventures | 809 | 1,279 | |
Profit before tax | 4 | 108,064 | 245,368 |
Income tax expense | 5 | (9,059) | (29,066) |
Profit and total comprehensive | |||
income for the period | 99,005 | 216,302 | |
Profit and total comprehensive | |||
income for the period | |||
attributable to: | |||
Owners of the Company | 94,593 | 212,579 | |
Non-controlling interests | 4,412 | 3,723 | |
99,005 | 216,302 | ||
Earnings per share | |||
Basic | 7 | RMB0.04 | RMB0.09 |
04 Qingling Motors Co. Ltd
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2020
At | At | ||
30 June | 31 December | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (audited) | ||
Non-current assets | |||
Property, plant and equipment | 8 | 816,889 | 811,797 |
Right-of-use assets | 93,720 | 109,882 | |
Investment properties | 40,615 | 41,848 | |
Intangible assets | 248,316 | 261,299 | |
Interest in an associate | 8,353 | 8,185 | |
Interests in joint ventures | 492,880 | 492,071 | |
Deferred tax assets | 17,344 | 21,991 | |
Time deposits | 11 | 2,329,761 | 101,454 |
Deposit paid for property, plant | |||
and equipment | 20,502 | 11,803 | |
4,068,380 | 1,860,330 | ||
Current assets | |||
Inventories | 632,228 | 631,478 | |
Trade, bills and other receivables | |||
and prepayments | 9 | 2,144,740 | 2,299,901 |
Time deposits | 11 | 2,170,536 | 4,152,983 |
Tax recoverable | 5,958 | 3,966 | |
Restricted bank balances | 12 | 137,633 | 137,633 |
Bank deposits, bank balances and | |||
cash | 12 | 1,608,940 | 1,909,323 |
6,700,035 | 9,135,284 | ||
Current liabilities | |||
Trade, bills and other payables | 13 | 2,415,830 | 2,155,273 |
Provision for litigation | 16 | 137,633 | 137,633 |
Lease liabilities | 28,649 | 29,359 | |
Tax liabilities | 1,832 | 3,188 | |
Contract liabilities | 251,100 | 438,023 | |
Refund liabilities | 97,521 | 83,611 | |
2,932,565 | 2,847,087 | ||
2020 Interim Report 05
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
At 30 June 2020
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Net current assets | 3,767,470 | 6,288,197 |
Total assets less current liabilities | 7,835,850 | 8,148,527 |
Capital and reserves | ||
Share capital | 2,482,268 | 2,482,268 |
Share premium and reserves | 4,977,180 | 5,279,750 |
Equity attributable to owners of the | ||
Company | 7,459,448 | 7,762,018 |
Non-controlling interests | 323,244 | 318,832 |
Total equity | 7,782,692 | 8,080,850 |
Non-current liabilities | ||
Deferred income - government | ||
grants | 8,430 | 8,694 |
Lease liabilities | 44,728 | 58,983 |
53,158 | 67,677 | |
7,835,850 | 8,148,527 | |
06 Qingling Motors Co. Ltd
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2020
Equity attributable to owners of the Company | |||||||||
Statutory | Discretionary | ||||||||
surplus | surplus | Non- | |||||||
Share | Share | Capital | reserve | reserve | Retained | controlling | Total | ||
capital | premium | reserve | fund | fund | profits | Total | interests | equity | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
For the six months | |||||||||
ended 30 June 2020 | |||||||||
(unaudited) | |||||||||
At 1 January 2020 | |||||||||
(audited) | 2,482,268 | 1,764,905 | 571,200 | 1,176,896 | 2,347 | 1,764,402 | 7,762,018 | 318,832 | 8,080,850 |
Profit and total | |||||||||
comprehensive | |||||||||
income for the period | - | - | - | - | - | 94,593 | 94,593 | 4,412 | 99,005 |
2019 final dividend | |||||||||
declared(Note 6) | - | - | - | - | - | (397,163) | (397,163) | - | (397,163) |
At 30 June 2020 | |||||||||
(unaudited) | 2,482,268 | 1,764,905 | 571,200 | 1,176,896 | 2,347 | 1,461,832 | 7,459,448 | 323,244 | 7,782,692 |
For the six months | |||||||||
ended 30 June 2019 | |||||||||
(unaudited) | |||||||||
At 1 January 2019 (audited) | 2,482,268 | 1,764,905 | 571,200 | 1,143,180 | 2,347 | 1,849,973 | 7,813,873 | 310,241 | 8,124,114 |
Profit and total | |||||||||
comprehensive income | |||||||||
for the period | - | - | - | - | - | 212,579 | 212,579 | 3,723 | 216,302 |
2018 final dividend | |||||||||
declared(Note 6) | - | - | - | - | - | (397,163) | (397,163) | - | (397,163) |
At 30 June 2019 | |||||||||
(unaudited) | 2,482,268 | 1,764,905 | 571,200 | 1,143,180 | 2,347 | 1,665,389 | 7,629,289 | 313,964 | 7,943,253 |
2020 Interim Report 07
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2020
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
OPERATING ACTIVITIES | ||
Operating cash flows before movements in | ||
working capital | 49,973 | 179,797 |
Decrease (increase) in inventories | 4,290 | (67,572) |
Decrease in trade, bills and other receivables | ||
and prepayments | 155,184 | 555,607 |
Increase in trade, bills and other payables | 278,749 | 216,395 |
Decrease in contract liabilities | (186,923) | (235,018) |
Other operating activities | 5,572 | (33,868) |
NET CASH FROM OPERATING ACTIVITIES | 306,845 | 615,341 |
INVESTING ACTIVITIES | ||
Acquisition of property, plant and equipment | (58,287) | (48,557) |
Acquisition of intangible assets | - | (1,811) |
Withdrawal of time deposits | 3,721,000 | 425,834 |
Placement of time deposits | (3,971,000) | (3,711,035) |
Interest received | 114,628 | 55,558 |
Proceeds from disposal of property, plant and | ||
equipment | 121 | 575 |
NET CASH USED IN INVESTING ACTIVITIES | (193,538) | (3,279,436) |
08 Qingling Motors Co. Ltd
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
For the six months ended 30 June 2020
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
FINANCING ACTIVITIES | ||
Dividends paid | (397,163) | (397,163) |
Payments of interest expenses of lease | ||
liabilities | (1,850) | (99) |
Repayments of lease liabilities | (14,965) | (1,270) |
CASH USED IN FINANCING ACTIVITIES | (413,978) | (398,532) |
NET DECREASE IN CASH AND CASH | (300,671) | (3,062,627) |
EQUIVALENTS | ||
CASH AND CASH EQUIVALENTS AT 1 JANUARY | 1,909,323 | 4,654,277 |
Effect of exchange rate changes on the balance | ||
of cash held in foreign currencies | 288 | 61 |
CASH AND CASH EQUIVALENTS AT 30 JUNE, | ||
represented by bank deposits, bank balances | ||
and cash | 1,608,940 | 1,591,711 |
2020 Interim Report 09
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
1. BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
1A. SIGNIFICANT EVENTS IN THE CURRENT INTERIM PERIOD
The outbreak of Covid-19 and the subsequent quarantine measures as well as the travel restrictions imposed by many countries have had negative impacts to the global economy, business environment and directly and indirectly affect the operations of the Group. The Group stopped its manufacturing activities from late January 2020 to 14 February 2020 due to mandatory government quarantine measures in an effort to contain the spread of the pandemic. On the other hand, the PRC government has announced some financial measures and supports for corporates to overcome the negative impact arising from the pandemic to the Group. As such, the financial positions and performance of the Group were affected in different aspects, including reduction in revenue and production in the current period.
10 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
2. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis and certain financial instruments, which are measured at fair values, as appropriate.
Other than additional accounting policies resulting from application of amendments to Hong Kong Financial Reporting Standards ("HKFRSs") and application of certain accounting policies which became relevant to the Group, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2020 are the same as those followed in the preparation of the annual consolidated financial statements of Qingling Motors Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group") for the year ended 31 December 2019.
Application of amendments to HKFRSs
In the current interim period, the Group has applied the Amendments to References to the Conceptual Framework in HKFRS Standards and the following amendments to HKFRSs issued by the HKICPA, for the first time, which are mandatory effective for the annual period beginning on or after 1 January 2020 for the preparation of the Group's condensed consolidated financial statements:
Amendments to HKAS 1 and HKAS 8 | Definition of Material |
Amendments to HKFRS 3 | Definition of a Business |
Amendments to HKFRS 9, HKAS 39 and | Interest Rate Benchmark |
HKFRS 7 | Reform |
2020 Interim Report 11
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Application of amendments to HKFRSs (Continued)
Except as described below, the application the Amendments to References to the Conceptual Framework in HKFRS Standards and amendments to HKFRSs in the current period has had no material impact on the Group's financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.
Impacts of application on Amendments to HKAS 1 and HKAS 8 "Definition of Material"
The amendments provide a new definition of material that states "information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity." The amendments also clarify that materiality depends on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements taken as a whole.
The application of the amendments in the current period had no impact on the condensed consolidated financial statements. Changes in presentation and disclosures on the application of the amendments, if any, will be reflected on the consolidated financial statements for the year ending 31 December 2020.
12 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION
-
Disaggregation of revenue from contracts with customers
The Group's revenue represents sales of trucks, vehicles, chassis, automobile parts, accessories and others to external customers, net of discounts and sales related tax, that are recognised at a point in time. The following is an analysis of the Group's revenue from its major products:
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Types of goods | ||
Sales of light-duty trucks | 570,349 | 653,725 |
Sales of multi-purposes vehicles | - | 76 |
Sales of pick-up trucks | 412,733 | 569,071 |
Sales of medium and heavy-duty | ||
trucks | 531,655 | 477,419 |
Sales of chassis | 641,076 | 606,956 |
Sales of automobile parts, | ||
accessories and others | 91,952 | 107,154 |
Total | 2,247,765 | 2,414,401 |
Except for export sales to countries outside the PRC amounting to approximately RMB18,001,000 (2019: RMB12,305,000) (unaudited), all other sales of the Group are made to customers located in the PRC.
2020 Interim Report 13
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
-
Disaggregation of revenue from contracts with customers (Continued)
Set out below is the reconciliation of the revenue from contracts with customers disclosed in the segment information:
Multi- | Medium and | Automobile | ||||
Light-duty | purposes | Pick-up | heavy-duty | parts and | ||
trucks | vehicles | trucks | trucks | accessories | Consolidated | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Six months ended 30 June 2020 | ||||||
Sales of light-duty trucks | 570,349 | - | - | - | - | 570,349 |
Sales of multi-purposes vehicles | - | - | - | - | - | - |
Sales of pick-up trucks | - | - | 412,733 | - | - | 412,733 |
Sales of medium and heavy-duty trucks | - | - | - | 531,655 | - | 531,655 |
Sales of chassis | 590,383 | - | 6,040 | 44,653 | - | 641,076 |
Sales of automobile parts, accessories | ||||||
and others | - | - | - | - | 91,952 | 91,952 |
Revenue | 1,160,732 | - | 418,773 | 576,308 | 91,952 | 2,247,765 |
Six months ended 30 June 2019 | ||||||
Sales of light-duty trucks | 653,725 | - | - | - | - | 653,725 |
Sales of multi-purposes vehicles | - | 76 | - | - | - | 76 |
Sales of pick-up trucks | - | - | 569,071 | - | - | 569,071 |
Sales of medium and heavy-duty trucks | - | - | - | 477,419 | - | 477,419 |
Sales of chassis | 546,358 | - | 27,064 | 33,534 | - | 606,956 |
Sales of automobile parts, accessories | ||||||
and others | - | - | - | - | 107,154 | 107,154 |
Revenue | 1,200,083 | 76 | 596,135 | 510,953 | 107,154 | 2,414,401 |
14 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
-
Segment information
The Group is engaged in the manufacture and sales of five categories of products-light-duty trucks, multi-purposes vehicles, pick-up trucks, medium and heavy-duty trucks and automobile parts and accessories and the chief operating decision makers (i.e. the Company's executive directors) review the segment information by these categories to allocate resources to segments and to assess their performance.
Specifically, the Group's reportable segments under HKFRS 8 Operating Segments are as follows:
Light-duty trucks | - | manufacture and sales of light-duty |
trucks and chassis | ||
Multi-purposes vehicles | - | manufacture and sales of multi- |
purposes vehicles | ||
Pick-up trucks | - | manufacture and sales of pick-up |
trucks and chassis | ||
Medium and heavy-duty | - manufacture and sales of medium and | |
trucks | heavy-duty trucks and chassis | |
Automobile parts and | - | manufacture and sales of automobile |
accessories | parts, accessories and others |
2020 Interim Report 15
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
-
Segment information (Continued) Segment revenue and results
The following is an analysis of the Group's revenue and results by reportable and operating segments:
Six months ended 30 June 2020
Multi- | Medium and | Automobile | ||||
Light-duty | purposes | Pick-up | heavy-duty | parts and | ||
trucks | vehicles | trucks | trucks | accessories | Consolidated | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Segment revenue | 1,160,732 | - | 418,773 | 576,308 | 91,952 | 2,247,765 |
Result | ||||||
Segment profit | 75,710 | - | (7,352) | 6,660 | 12,888 | 87,906 |
Central administration costs | (21,263) | |||||
Research expenses | (91,043) | |||||
Impairment losses, net of reversal | (560) | |||||
Interest income | 110,488 | |||||
Other income | 25,216 | |||||
Other gains and losses, net | (1,807) | |||||
Finance costs | (1,850) | |||||
Share of profit of an associate | 168 | |||||
Share of profit of joint ventures | 809 | |||||
Group's profit before tax | 108,064 | |||||
16 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
- Segment information (Continued) Segment revenue and results (Continued) Six months ended 30 June 2019
Multi- | Medium and | Automobile | ||||
Light-duty | purposes | Pick-up | heavy-duty | parts and | ||
trucks | vehicles | trucks | trucks | accessories | Consolidated | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Segment revenue | 1,200,083 | 76 | 596,135 | 510,953 | 107,154 | 2,414,401 |
Result | ||||||
Segment profit | 156,583 | (13) | 43,113 | 20,861 | 9,693 | 230,237 |
Central administration costs | (17,868) | |||||
Research expenses | (85,307) | |||||
Impairment losses, net of reversal | (116) | |||||
Interest income | 97,085 | |||||
Other income | 22,528 | |||||
Other gains and losses, net | (730) | |||||
Finance costs | (2,059) | |||||
Share of profit of an associate | 319 | |||||
Share of profit of joint ventures | 1,279 | |||||
Group's profit before tax | 245,368 | |||||
There have been no inter-segment sales during the six months ended 30 June 2020 (2019: Nil) (unaudited).
Segment profit represents the profit earned by each segment without allocation of central administration costs, research expenses, interest income, other income, impairment losses (net of reversal), other gains and losses (net), finance costs, share of profit of an associate and share of profit of joint ventures. This is the measure reported to the chief operating decision makers for the purposes of resources allocation and performance assessment.
2020 Interim Report 17
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
-
Segment information (Continued) Segment assets and liabilities
The following is an analysis of the Group's assets and liabilities by operating segment:
As at 30 June 2020
Multi- | Medium and | Automobile | ||||
Light-duty | purposes | Pick-up | heavy-duty | parts and | ||
trucks | vehicles | trucks | trucks | accessories | Consolidated | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Assets | ||||||
Segment assets | 1,267,593 | - | 487,199 | 1,154,183 | 274,321 | 3,183,296 |
Interchangeably used assets between | ||||||
segments | ||||||
- property, plant and equipment | 275,891 | |||||
- right-of-use assets | 93,720 | |||||
- inventories | 170,129 | |||||
Investment properties | 40,615 | |||||
Interest in an associate | 8,353 | |||||
Interests in joint ventures | 492,880 | |||||
Time deposits, restricted bank balances, | ||||||
bank deposits, bank balances and cash | 6,246,870 | |||||
Other unallocated assets | 256,661 | |||||
Consolidated total assets | 10,768,415 | |||||
Liabilities | ||||||
Segment liabilities | 348,219 | - | 111,067 | 181,704 | 12,326 | 653,316 |
Unallocated trade, bills and other payables | 2,111,135 | |||||
Unallocated provision for litigation | 137,633 | |||||
Unallocated lease liabilities | 73,377 | |||||
Other unallocated liabilities | 10,262 | |||||
Consolidated total liabilities | 2,985,723 | |||||
18 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
- Segment information (Continued) Segment assets and liabilities (Continued) As at 31 December 2019
Multi- | Medium and | Automobile | ||||
Light-duty | purposes | Pick-up | heavy-duty | parts and | ||
trucks | vehicles | trucks | trucks | accessories | Consolidated | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
(audited) | (audited) | (audited) | (audited) | (audited) | (audited) | |
Assets | ||||||
Segment assets | 1,424,010 | - | 596,442 | 1,171,626 | 249,911 | 3,441,989 |
Interchangeably used assets between | ||||||
segments | ||||||
- property, plant and equipment | 257,185 | |||||
- right of use asset | 109,882 | |||||
- inventories | 159,560 | |||||
Investment properties | 41,848 | |||||
Interest in an associate | 8,185 | |||||
Interests in joint ventures | 492,071 | |||||
Time deposits, restricted bank balances, | ||||||
bank deposits, bank balances and cash | 6,301,393 | |||||
Other unallocated assets | 183,501 | |||||
Consolidated total assets | 10,995,614 | |||||
Liabilities | ||||||
Segment liabilities | 485,126 | - | 195,368 | 221,211 | - | 901,705 |
Unallocated trade, bills and other payables | 1,775,202 | |||||
Unallocated provision for litigation | 137,633 | |||||
Unallocated lease liabilities | 88,342 | |||||
Other unallocated liabilities | 11,882 | |||||
Consolidated total liabilities | 2,914,764 | |||||
2020 Interim Report 19
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
3. REVENUE/SEGMENT INFORMATION (CONTINUED)
-
Segment information (Continued) Segment assets and liabilities (Continued)
For the purposes of monitoring segment performances and allocating resources between segments: - All assets are allocated to operating segments other than interchangeably used assets between segments, investment properties, interest in an associate, interests in joint ventures, time deposits, restricted bank balances, bank deposits, bank balances and cash and other unallocated assets held by the head office; and
- All liabilities are allocated to operating segments other than unallocated trade, bills and other payables, unallocated provision for litigation, unallocated lease liabilities and other unallocated liabilities of the head office.
20 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
4. | PROFIT BEFORE TAX | |||
Six months ended 30 June | ||||
2019 | ||||
2020 | ||||
RMB'000 | RMB'000 | |||
(unaudited) | (unaudited) | |||
Profit before tax has been arrived at | ||||
after charging (crediting): | ||||
Salaries and other payments and | ||||
benefits | 134,703 | 134,509 | ||
Retirement benefits scheme | ||||
contributions (note a) | 7,213 | 20,875 | ||
Total staff costs (including directors' | ||||
and supervisors' remuneration) | 141,916 | 155,384 | ||
Staff costs capitalised in inventories | (58,836) | (63,653) | ||
83,080 | 91,731 | |||
Loss (gain) on disposal of property, plant | ||||
and equipment, net | 26 | (336) | ||
Amortisation of intangible assets | ||||
(included in administrative expenses | ||||
and research expenses) | 18,912 | 17,687 | ||
Depreciation of property, plant and | ||||
equipment | 20,228 | 19,630 | ||
Depreciation of right-of-use assets | 16,162 | 1,761 | ||
Total deprecation | 36,390 | 21,391 | ||
Capitalised in inventories | (19,738) | (6,329) | ||
16,652 | 15,062 | |||
2020 Interim Report 21
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
4. PROFIT BEFORE TAX (CONTINUED)
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Finance cost of lease liabilities | 1,850 | 99 |
Depreciation of investment properties | 1,233 | 1,233 |
Expenses relating to short-term leases | 1,436 | 17,140 |
Net foreign exchange losses | 1,782 | 3,548 |
Cost of inventories recognised as cost | ||
of sales | 1,972,790 | 1,974,535 |
Reversals of write-down of inventories | ||
(included in cost of sales) | (5,040) | (6,587) |
Interest income from bank deposits and | ||
balances | (110,488) | (97,085) |
Income from renting investment | ||
properties | (2,912) | (2,913) |
Less: Direct operating expenses from | ||
investment properties that | ||
generated rental income during | ||
the period | 1,341 | 1,350 |
(1,571) | (1,563) | |
Income from renting equipment | (21,296) | (19,055) |
Government grants (note b) | (602) | (192) |
Note:
- During the current interim period, the Group are entitled a reduction of retirement benefit scheme contributions of RMB13,766,000 in respect of Covid-19-related subsidies, which relates to employment support scheme provided by the PRC government.
- The amounts mainly represent government grants subsidising the Group's research expenses on innovation projects and major new products previously incurred, and the amortisation of deferred income related to the relevant assets.
22 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
5. | INCOME TAX EXPENSE | ||
Six months ended 30 June | |||
2019 | |||
2020 | |||
RMB'000 | RMB'000 | ||
(unaudited) | (unaudited) | ||
Current tax | 2,333 | 19,631 | |
Under provision in respect of prior year | 2,079 | 1,150 | |
Deferred tax | 4,647 | 8,285 | |
Total income tax expense charged for | |||
the period | 9,059 | 29,066 | |
According to the Notice of the Enterprise Income Tax for Implementation of Exploration and Development of Western Region (Notice of the State Administration of Taxation No. 12 [2012]) and the Catalogue of Industries Encouraged to Develop in the Western Region (Order of the National Development and Reform Commission No. 15), companies located in the western region of the PRC and engaged in the businesses encouraged by the PRC government are entitled to the preferential enterprise income tax ("EIT") rate of 15% if their revenue from encouraged businesses in a year accounts for more than 70% of total revenue. The Company and 重慶慶鈴模具有限公司, a subsidiary of the Company, are engaged in the encouraged businesses included in the related notice and catalogue and the revenue from these encouraged businesses is expected to account for more than 70% of their respective total revenue for the year ending 31 December 2020, and therefore continue to enjoy the preferential EIT rate of 15% for the current period.
In addition, according to the Notice of the Continuation of the Enterprise Income Tax for Implementation of Exploration and Development of Western Region (Notice of the Ministry of Finance, State Administration of Taxation and National Development and Reform Commission No. 23 [2020]), companies located in the western region of the PRC and engaged in the business encouraged by the PRC government are entitled to the preferential EIT rate of 15% from 1 January 2021 to 31 December 2030 if the operating revenue of the encouraged business in a year accounted for more than 60% of the total income in that year.
2020 Interim Report 23
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
-
INCOME TAX EXPENSE (CONTINUED)
重慶慶鈴技術中心有限公司 and 慶鈴(深圳)新能源汽車銷售服務有限公 司, subsidiaries of the Company, are subject to EIT rate of 25% for the six months ended 30 June 2020 (six months ended 30 June 2019: 25% (unaudited)). -
DIVIDEND
During the current interim period, a final dividend of RMB397,163,000 or RMB0.16 per share in respect of the year ended 31 December 2019 (six months ended 30 June 2019: RMB397,163,000 or RMB0.16 per share (unaudited) in respect of the year ended 31 December 2018) was declared to the owners of the Company.
The directors of the Company have resolved not to declare an interim dividend for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil (unaudited)). - EARNINGS PER SHARE
The calculation of the basic earnings per share attributable to the owners of the Company is based on the following data:
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Earnings | ||
Earnings for the purpose of basic | ||
earnings per share (Profit for the | ||
period attributable to owners of the | ||
Company) | 94,593 | 212,579 |
24 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
7. EARNINGS PER SHARE (CONTINUED)
Six months ended 30 June | ||
2019 | ||
2020 | ||
'000 | '000 | |
(unaudited) | (unaudited) | |
Number of shares | ||
Number of shares for the purpose of | ||
basic earnings per share | 2,482,268 | 2,482,268 |
No diluted earnings per share were presented as there were no potential ordinary shares in issue in both periods presented.
8. MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT
During the current interim period, the Group acquired property, plant and equipment of approximately RMB31,396,000 (six months ended 30 June 2019: RMB26,576,000 (unaudited)) and disposed of property, plant and equipment with net carrying amount of RMB147,000 (six months ended 30 June 2019: RMB239,000 (unaudited)).
2020 Interim Report 25
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
9. TRADE, BILLS AND OTHER RECEIVABLES AND PREPAYMENTS
At the end of the reporting period, the Group's trade, bills and other receivables and prepayments are as follows:
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Trade receivables, less allowance for | ||
credit losses | 109,261 | 92,729 |
Bills receivable | 1,891,320 | 2,136,756 |
Other receivables, less allowance for | ||
credit losses | 32,817 | 18,333 |
Prepayments for raw materials | 110,758 | 45,439 |
Value-added tax recoverable | 584 | 6,644 |
2,144,740 | 2,299,901 | |
Before accepting any new external customers, the Group uses an internal credit rating to assess the potential customer's credit quality and assign credit limits thereto. Limits and rating attributed to customers are reviewed twice a year.
The credit period granted on sales of goods is mainly from 3 to 6 months except for the subsidiaries of Qingling Group (defined below), to which a credit period of 1 year were granted.
26 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
9. TRADE, BILLS AND OTHER RECEIVABLES AND PREPAYMENTS (CONTINUED)
At the end of the reporting period, the aged analysis of the Group's trade receivables, net of allowance for credit losses, presented based on invoice dates at the end of the reporting period, which approximated the respective revenue recognition dates, is as follows:
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Within 3 months | 24,244 | 57,726 |
Between 3 to 6 months | 22,525 | 10,202 |
Between 6 to 12 months | 39,435 | 4,515 |
Over 1 years | 23,057 | 20,286 |
109,261 | 92,729 | |
2020 Interim Report 27
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
9. TRADE, BILLS AND OTHER RECEIVABLES AND PREPAYMENTS (CONTINUED)
At the end of the reporting period, the aged analysis of bills receivable of the Group is as follows:
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Within 1 month | 515,108 | 552,800 |
Between 1 to 2 months | 315,113 | 367,129 |
Between 2 to 3 months | 409,844 | 293,328 |
Between 3 to 6 months | 471,695 | 909,593 |
Between 6 to 12 months | 179,560 | 13,906 |
1,891,320 | 2,136,756 | |
All the above bills receivable are guaranteed by banks and their maturity dates are within 12 months.
28 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
9. TRADE, BILLS AND OTHER RECEIVABLES AND PREPAYMENTS (CONTINUED)
Included in the Group's trade and other receivables and prepayments at the end of the reporting period are amounts due from related parties, which are trade in nature, as follows:
At | At |
30 June | 31 December |
2020 | 2019 |
RMB'000 | RMB'000 |
(unaudited) | (audited) |
The ultimate holding company of the
Company
- 慶鈴汽車(集團)有限公司("Qingling
Group") | 6 | 400 |
Subsidiaries of Qingling Group | 71,883 | 43,326 |
Associate of the Group
- 五十鈴慶鈴(重慶)技術開發有限公司
("Isuzu Qingling Engineering") | 114 | 7 |
Joint venture of the Group
- 慶鈴五十鈴(重慶)汽車銷售服務有限
公司("Qingling Isuzu Sales") | 11,489 | 3,741 |
83,492 | 47,474 | |
The above amounts due from related parties are unsecured and interest- free.
Details of the impairment assessment are set out in note 10.
2020 Interim Report 29
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
10. IMPAIRMENT ASSESSMENT ON FINANCIAL ASSETS AND OTHER ITEMS SUBJECT TO EXPECTED CREDIT LOSS MODEL
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Impairment loss recognised in respect | ||
of | ||
Trade receivables | 560 | 95 |
Other receivables | - | 21 |
560 | 116 | |
The basis of determining the inputs and assumptions and the estimation techniques used in the condensed consolidated financial statements for the six months ended 30 June 2020 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2019.
11. TIME DEPOSITS
The bank deposits are with a term from more than 3 months to 36 months (31 December 2019: from more than 3 months to 36 months (audited)) and carry interest rates ranging from 2.18% to 4.18% (31 December 2019: from 2.18% to 4.5% (audited)) per annum. Included in these bank deposits are deposits with carrying amount of RMB500,000,000 (31 December 2019: Nil) with the 6 months original maturity, the final interest payment of which is determined by the interest rate of future London Interbank US Dollar One Month Offered Rate on the maturity date with target interest rate ranging from 1.65% to 3.90% per annum.
30 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
12. RESTRICTED BANK BALANCES, BANK DEPOSITS, BANK BALANCES AND CASH
As at 30 June 2020, the final interest payment of bank deposits with original maturity less than 3 months of RMB310,000,000 is determined by the future gold price on the maturity date with target interest rate ranging from 1.35% to 4.10% per annum. As at 31 December 2019, bank deposits with original maturity less than 3 months of RMB500,000,000 carry fixed interest rate of 3.90% per annum.
Restricted bank balances and bank balances of RMB137,633,000 (2019: RMB137,633,000) and RMB1,293,859,000 (2019: RMB1,408,273,000) respectively carry interest at market rates, which ranging from 0.0001% to 0.30% (2019: 0.0001% to 0.39%) per annum.
As at 30 June 2020, RMB137,633,000 have been frozen according to the civil ruling issued by a court in relation to a dispute in respect of a financial credit agreement entered into between the Company's customer and a bank. Details of which are set out in note 16.
2020 Interim Report 31
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
13. TRADE, BILLS AND OTHER PAYABLES
At the end of reporting period, the Group's trade, bills and other payables are as follows:
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Trade and bills payables | 1,923,370 | 1,730,270 |
Selling expenses payables | 225,825 | 231,289 |
Other tax payable | 3,500 | 3,816 |
Other payables | 263,135 | 189,898 |
2,415,830 | 2,155,273 | |
At the end of the reporting period, the age analysis of trade and bills payables of the Group based on purchase date/bills issue date is as follows:
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Within 3 months | 1,818,842 | 1,523,453 |
Between 3 to 6 months | 73,354 | 200,206 |
Between 6 to 12 months | 25,557 | 408 |
Over 1 year | 5,617 | 6,203 |
1,923,370 | 1,730,270 | |
32 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
13. TRADE, BILLS AND OTHER PAYABLES (CONTINUED)
Included in the balance of trade, bills and other payables at the end of the reporting period are amounts due to related parties as follows:
At | At |
30 June | 31 December |
2020 | 2019 |
RMB'000 | RMB'000 |
(unaudited) | (audited) |
Substantial shareholder of the Company
- 五十鈴自動車株式会社("Isuzu Motors Limited") ("Isuzu")
(note a) | 99,244 | 95,201 |
Subsidiaries of Qingling Group | 83,888 | 51,309 |
Joint Venture of the Group
- 五十鈴(中國)發動機有限公司("Isuzu
Engine") (note b) | 88,147 | 49,912 |
Qingling Group | 68,921 | 51,553 |
Qingling Isuzu Sales | 180 | - |
340,380 | 247,975 | |
Note:
- As at 30 June 2020, Isuzu owns 496,453,654 H shares representing 20% of the entire issued share capital of the Company and, in the opinion of the directors of the Company, Isuzu has significant influence over the Company.
- The entity was formerly named 慶鈴五十鈴(重慶)發動機有限公司("Qingling Isuzu Engine ").
The amounts due to related parties are trade in nature, unsecured, interest-free and the credit period granted on purchases of materials is 3 to 6 months.
2020 Interim Report 33
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES
Apart from the amounts due from and to related companies as disclosed in notes 9 and 13, during the current interim period, the Group entered into the following transactions with related parties that are conducted in accordance with the terms of the relevant agreements:
- Transactions with Qingling Group and its subsidiaries
Six months ended 30 June | ||
Type of transactions | 2020 | 2019 |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Sales of chassis to Qingling | ||
Group | 641,076 | 606,956 |
Sales of automobile parts and | ||
others to: | ||
- 重慶慶鈴鑄造有限公司 | ||
("Qingling Casting") | 9,591 | 10,612 |
- 重慶慶鈴車橋有限公司 | ||
("Qingling Axle") | 3,606 | 4,820 |
- 重慶慶鈴日發座椅有限公司
("Qingling Chair") | 3,442 | 3,803 |
- 重慶慶鈴專用汽車有限公司
("Qingling Zhuanyong") | 2,204 | 753 |
- 重慶慶鈴汽車機加部品製造有
限公司("Qingling Jijia") | 1,162 | 1,020 |
- 重慶慶鈴鍛造有限公司 | ||
("Qingling Forging") | 989 | 953 |
- 重慶慶鈴汽車底盤部品有限公
司("Qingling Chassis") | 928 | 1,025 |
34 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Qingling Group and its subsidiaries (Continued)
Six months ended 30 June | ||
Type of transactions | 2020 | 2019 |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
- 重慶慶鈴鑄鋁有限公 司("Qingling Cast
Aluminium") | 739 | 759 |
- 重慶慶鈴汽車配件製造有限公
司("Qingling Parts") | 381 | - |
- 重慶慶鈴塑料有限公司 | ||
("Qingling Plastics") | 376 | 574 |
- Qingling Group | 16 | 13 |
- 重慶科渝汽車配件有限公司 | ||
("Keyu") | 4 | - |
Purchases of automobile parts | ||
and others from: | ||
- Qingling Axle | 175,308 | 179,370 |
- Qingling Chair | 29,408 | 26,376 |
- Qingling Plastics | 27,499 | 25,933 |
- Qingling Forging | 14,796 | 16,566 |
- Qingling Casting | 12,294 | 12,405 |
- Keyu | 4,692 | - |
- Qingling Cast Aluminium | 4,357 | 4,312 |
- Qingling Jijia | 3,182 | 2,888 |
- Qingling Chassis | 2,478 | 2,017 |
- Qingling Parts | 2,098 | - |
- Qingling Zhuanyong | 2,043 | 1,655 |
2020 Interim Report 35
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Qingling Group and its subsidiaries (Continued)
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Expense relating to short-term | ||
lease for renting warehouse: | ||
- Qingling Group | - | 4,094 |
Lease liabilities for renting | ||
warehouse (Note): | ||
- Qingling Group | 19,784 | - |
- Qingling Keyu | 2,421 | - |
Interest on lease liabilities for | ||
renting warehouse: | ||
- Qingling Group | 515 | - |
- Qingling Keyu | 62 | - |
Expense relating to short-term | ||
lease for renting building: | ||
- Qingling Group | - | 415 |
36 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Qingling Group and its subsidiaries (Continued)
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Lease liabilities for renting | ||
building (Note) : | ||
- Qingling Group | 1,953 | - |
Interest on lease liabilities for | ||
renting building: | ||
- Qingling Group | 50 | - |
Expense relating to short-term | ||
lease for renting equipment: | ||
- Qingling Forging | - | 10,073 |
- Qingling Group | - | 437 |
Lease liabilities for renting | ||
equipment (Note) : | ||
- Qingling Forging | 47,161 | - |
- Qingling Group | 2,058 | - |
2020 Interim Report 37
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Qingling Group and its subsidiaries (Continued)
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Interest on lease liabilities for | ||
renting equipment: | ||
- Qingling Forging | 1,170 | - |
- Qingling Group | 53 | - |
Rental income for leasing | ||
equipment: | ||
- Qingling Axle | 191 | 129 |
Service fee income: | ||
- Qingling Group | 705 | 624 |
Note: In December 2019, the Group entered into several new lease agreements for the use of warehouse, building and equipment with the related parties for 3 years. Except for short-term lease in which the Group applied recognition exemption, the Group has recognised an addition of right-of-use assets and lease as at 31 December 2019 and 30 June 2020.
38 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Isuzu
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Purchase of automobile parts | ||
and components | 105,078 | 166,600 |
Sales of accessory sets and | ||
other automobile parts and | ||
components | 934 | 2,161 |
Royalties and licence fee paid | ||
on sales of trucks and other | ||
vehicles | 9,867 | 8,854 |
Research expenses | - | 1,989 |
Marketing fee received | - | 1,239 |
Sales of trucks | - | 760 |
2020 Interim Report 39
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Isuzu Engine
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Purchases of automobile parts | ||
and raw materials | 531,888 | 493,910 |
Sales of automobile parts and | ||
raw materials | 288,384 | 352,348 |
Rental income from leasing | ||
equipment | 21,104 | 18,926 |
Rental income for investment | ||
properties | 2,105 | 2,136 |
Miscellaneous service income | 290 | 1,165 |
Collaborative processing | ||
income | 5 | 11 |
- Transactions with Qingling Isuzu Sales
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Sales of trucks and automobile | ||
parts | 8,377 | 8,181 |
Rental income for investment | ||
properties | 777 | 777 |
Miscellaneous service income | - | 1 |
40 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
- Transactions with Isuzu Qingling Engineering
Six months ended 30 June | ||
2019 | ||
Type of transactions | 2020 | |
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Miscellaneous service income | 115 | 713 |
Sales of automobile parts and | ||
raw materials | 11 | 28 |
The above transactions with related parties also constitute connected transactions or continuing connected transactions as defined in Chapter 14A of the Listing Rules and are conducted in accordance with the terms of the relevant agreements.
-
Transactions/balances with other government-related entities in the PRC
The Group operates in an economic environment currently predominated by entities directly or indirectly owned or controlled, jointly controlled or significantly influenced by the PRC government ("government-related entities"). In addition, the Group itself is part of a larger group of companies under Qingling Group which is controlled by the PRC government. Apart from the transactions with Qingling Group and its subsidiaries disclosed in section (1) above, the Group also conducts businesses with other government- related entities. The directors of the Company consider those government-related entities are independent third parties so far as the Group's business transactions with them are concerned.
2020 Interim Report 41
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
-
Transactions/balances with other government-related entities in the PRC (Continued)
Material transactions/balances with other government-related entities are as follows:
Six months ended 30 June | ||
2019 | ||
2020 | ||
RMB'000 | RMB'000 | |
(unaudited) | (unaudited) | |
Trade sales | 86,733 | 170,477 |
Trade purchases | 152,124 | 242,289 |
At | ||
At | ||
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Trade and other balances due | ||
to other government-related | ||
entities | 73,434 | 120,548 |
Trade and other balances due | ||
from other government-related | ||
entities | 167,846 | 157,349 |
42 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
-
Transactions/balances with other government-related entities in the PRC (Continued)
In addition, the Group has entered into various transactions, including utilities services and surcharges/taxes charged by the PRC government, and deposits and other general banking facilities with certain banks and financial institutions which are government- related entities in its ordinary course of business. In view of the nature of these banking transactions, the directors of the Company are of the opinion that separate disclosure would not be meaningful.
Except as disclosed above, the directors of the Company are of the opinion that transactions with government-related entities are not significant to the Group's operations. - Compensation of directors and key management personnel
The short term benefits paid or payable by the Group to directors of the Company and other members of key management personnel during the six months ended 30 June 2020 amounted to approximately RMB2,314,000 (six months ended 30 June 2019: RMB1,972,000(unaudited)).
2020 Interim Report 43
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
15. COMMITMENTS
At the end of the reporting period, the Group had the following capital commitments:
At | At | |
30 June | 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
(unaudited) | (audited) | |
Contracted for but not provided in the | ||
condensed consolidated financial | ||
statements in respect of acquisition | ||
of property, plant and equipment | 90,714 | 59,612 |
16. PROVISION FOR LITIGATION
According to the civil ruling issued by 深圳市福田區人民法院 (transliterated as People's Court of Futian District, Shenzhen) in relation to a dispute in respect of a financial credit agreement (the "Credit Agreement") entered into between the Company's customer (the "Customer", who is independent to the Company) and a bank ("Bank A"), the Group's bank balances of RMB79,999,000 have been frozen since 16 August 2015 ("2015 Litigation").
44 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
16. PROVISION FOR LITIGATION (CONTINUED)
In 2015, Bank A alleged that the Customer has failed to meet the margin calls according to the requirements under the Credit Agreement, constituting an event of default of such agreement. Bank A is also entitled to demand the Customer to prematurely repay all the amount granted under the relevant credit facilities. Bank A further alleged that the Company did not, as instructed by Bank A, deliver the vehicles that had not been picked up but paid by the Customer in full with loan to the warehouse as specified by Bank A, leading to a breach of the Credit Agreement, and should be jointly and severally liable to compensate for the losses it suffered. Bank A stated that the outstanding credit balances due from the Customer was RMB80 million in aggregate. The replacement of Bank A by Company Y ultimately as the plaintiff was approved by relevant court afterwards.
The Company received the judgment (the "Judgment") dated 14 May 2018 from 深圳市中級人民法院 (transliterated as Shenzhen Intermediate People's Court, "Shenzhen Court") on 25 May 2018 ("First Hearing"). Summary of the Judgment is as follows:
- the Customer shall pay Company Y the principal amount of approximately RMB80 million and the interest accretion on the principal amount based on the interest rate of 18% per annum until settlement date;
- related guarantors (guarantor A, guarantor B, guarantee company A and guarantee company B) shall be jointly and severally liable to compensate Company Y in respect of the abovementioned indebtedness of the Customer; and
- the Company shall assume the supplementary compensation liability for the abovementioned indebtedness of the Customer and the aforesaid guarantors. Upon the supplementary repayment, the Company is entitled to recover it from the Customer.
2020 Interim Report 45
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
16. PROVISION FOR LITIGATION (CONTINUED)
The Company appealed the Judgment to 廣東省高級人民法院 (transliterated as Guangdong Province Higher People's Court, "Guangdong Court") ("First Appeal"), and made a provision of RMB80,000,000 for the 2015 Litigation in June 2018.
On 16 August 2019, the Company received the appeal judgment (the "Appeal Judgment") from the Guangdong Court dated 2 August 2019. The Guangdong Court confirmed the facts as ascertained by the Shenzhen Court in the First Hearing, dismissed the appeal of the Company and upheld the Judgment. The Guangdong Court ruled that (1) the Credit Agreement is valid and effective; (2) the Company shall assume the corresponding supplementary compensation liability; and (3) the litigation fee of approximately RMB490,000 shall be borne by the Company.
After reviewing all documents and contracts related to the 2015 Litigation and taking into account the opinion of the PRC legal adviser, the directors of the Company are of the view that the facts are not clearly ascertained in the Appeal Judgment and the application of the law is incorrect, and thus have decided to apply to 中華人民共和國最高人民法院 (transliterated as Supreme People's Court of the PRC, the "Supreme People's Court ") for retrial (the "Retrial Application").
Meanwhile, after the Appeal Judgment came into effect, Company Y applied to the Shenzhen Court for enforcement of the Appeal Judgment. On 12 December 2019, the Company received the enforcement order dated 4 November 2019 (the "Enforcement Order") from the Shenzhen Court. According to the Enforcement Order, the properties of the Customer, relevant guarantors (guarantor A, guarantor B, guarantee company A and guarantee company B) and the Company in the aggregate amount of approximately RMB138 million shall be seized, frozen or transferred and in particular, the Company shall assume the supplementary compensation liability. The Group's bank balances of RMB79,999,000 previously frozen has been unfrozen and bank balances of RMB137,633,000 has been frozen according to the Enforcement Order as at 30 June 2020.
46 Qingling Motors Co. Ltd
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 June 2020
16. PROVISION FOR LITIGATION (CONTINUED)
On 25 February 2020, the PRC legal adviser of the Company received a notice from the Supreme People's Court regarding the acceptance of the Retrial Application. The Retrial Application has been formally filed.
On 13 June 2020, the Company received the ruling for enforcement dated 25 May 2020 (the "Enforcement Ruling") from the Shenzhen Court. The Enforcement Ruling states that the enforcement procedures for the 2015 Litigation shall be suspended and the application for enforcement shall be accepted again when the conditions for resumption of enforcement are fulfilled. On 26 July 2020, the PRC legal adviser of the Company received the civil ruling dated 25 May 2020 regarding the Retrial Application (the "Civil Ruling") from the Supreme People's Court. The Retrial Application was dismissed according to the Civil Ruling.
The Company is striving to negotiate with Company Y under court mediation in order to reach a settlement. The negotiation is still in progress. Up to the date of the issuance of these condensed consolidated financial statements, taking into consideration of the result of the Enforcement Ruling and Civil Ruling, the opinion of the PRC legal adviser and the information currently available to the Company, the Board has assessed the possible future outcome of the litigation and has made a provision for the litigation amounting to RMB137,633,000 as at 30 June 2020 including the interest accretion. The Board believes that an adequate provision has been made based on the available information and do not expect the 2015 Litigation to have any material impact on the overall financial or operating position of the Group.
2020 Interim Report 47
2020 FIRST HALF-YEARLY RESULTS
For the six months ended 30 June 2020, the Group sold 20,755 vehicles, representing a decrease of 10.18% over the corresponding period of the previous year. Sales revenue amounted to RMB2.25 billion, representing a decrease of 6.90% over the corresponding period of the previous year. Profit after tax was RMB99 million, representing a decrease of 54.23% over the corresponding period of the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Review of Results
In the first half of the year, the sudden Covid-19 outbreak has made an unprecedented impact on the economic and social development of China. In the entire automobile industry, various automobile enterprises cut prices for sales promotion, and various OEMs were in a challenging operating environment. The Company has been focusing on pandemic prevention and control, while resuming work and achieving production goals, and at the same time also concentrating on reform and development, which was extremely challenging for the Company. As a result, it has not only achieved the goal of ensuring sufficient supply and stable turnover in a period, but also solidly promoted various key tasks, with stable production and operation.
1. Focusing on normalised pandemic prevention and control on an early, solid and detailed manner. In the first half of the year, the Company has established a leading group for pandemic prevention and control to carry out measures relating to pandemic prevention and control and production guarantees. Thus zero confirmed cases or suspected cases were reported among its staff and the staff of upstream supporting enterprises and downstream distributors. At the same time, it provided free maintenance and support services to all vehicles participating in pandemic prevention and control in Hubei.
48 Qingling Motors Co. Ltd
- Striving to ensure sufficient supply and stable production, and basically achieve the goal of "guaranteeing stable turnover" in the first half of the year. The Company has carried out a comprehensive inventory of parts and components to "ensure sufficient supply" and stabilize the supply chain; it has quickly resumed work, stabilized production and achieved production goals by overcoming difficulties, and finally completed the SPP preparation and production verification for multiple new products; the Company has basically achieved the goal of "guaranteeing stable turnover" in production and operation in the first half of the year.
- Steadily advancing key projects and storing reserve forces for enterprise development. The research and development of new products has accelerated. The light, medium, and heavy-dutycell pick-uptrucks were fully promoted, and the network of wide, large, heavy and light-truckswere overall improved; the investment in technological transformation was increased and the intelligent manufacturing was accelerated; and the development of the hydrogen fuel-cellvehicle industry was progressing smoothly.
- Marketing team overcoming the pandemic, combating difficulties, and creating growth. Orderly operation was made in the new marketing system; the channel construction was strengthened; the promotion methods for new product were innovated; the entire vehicle exports were increased; and the after-salesservice level was further improved.
- Stricter quality control measures were adopted. Achievements were made in production consistency management and control; we strengthened the management of the circulation of new products in the market; made comparison against competing products and improved our products; identified and improved defective products, to prevent the occurrence of defective products in the market.
2020 Interim Report 49
OUTLOOK AND PROSPECTS
In the second half of the year, for vehicle industry, on the one hand, favorable micro policies are expected to stimulate vehicle consumption, on the other hand, the acceleration of revolution and the work of "jungle law" in the industry will lead to more fierce competition for existing market shares and the increase of risks and challenges. The Company must continue to make great efforts to ensure sufficient product supply and increase in production, work more carefully and effectively to ensure stable operation. Priority will be given to the followings:
- Marketing. To establish integration mechanism, promote our brand and products; to extend our marketing networks to cover low-tier cities and rural areas; to promptly launch new products to outlets, logistics markets and modification factories; to establish performance-based incentive and assessment system.
- Cost control. To make comparison against competing products and the needs in the market, strengthen the control and accelerate the consumption of stock of raw materials, imported parts and components and vehicles, strengthen cost management and control.
- To accelerate the launch of key and new product projects. To accelerate laws and regulations compliance, and to complete development, evaluation, mass production preparation as well as mass production and sales of new products on schedule.
- To improve worksite management and enhance production efficiency. To improve production capacity of single shift; to promote cab welding automation, and coordinate project construction and production organization; to increase first time quality.
- Stricter quality management. To ensure regular consistency management and control in production, attach high attention to unfavorable information feedback from the market, apply the concept of "high-quality, exquisite, sedan car's experience" in quality management, adopt modern quality management and control means.
- To win policy support for the hydrogen fuel cell vehicle research and development and industrialization. To try to complete the trial production of samples as early as possible, optimize and improve their performance in demonstration operation.
50 Qingling Motors Co. Ltd
FINANCIAL REVIEW
FINANCIAL PERFORMANCE
For the six months ended 30 June 2020, the revenue of the Group was RMB2,247,765,000 representing a decrease of 6.90% and the decrease in revenue was mainly attributable to the negative impact of the Covid-19 pandemic on the market sentiment and business environment, affecting the sales volume of vehicles of the Group.
Gross profit for the period was RMB274,975,000 representing a decrease of 37.49% as compared to the corresponding period last year. Gross profit margin of the Group for the period was 12.23% and 18.22% for the corresponding period last year. Profit of the Group for the period attributable to owners of the Company was RMB94,593,000, representing a decrease of 55.50% as compared to the corresponding period last year.
For the six months ended 30 June 2020, the total of other income mainly including bank interest income and rental income, were RMB135,704,000, representing an increase of 13.45% as compared to the corresponding period last year, mainly due to the increase in bank interest income.
For the six months ended 30 June 2020, the total distribution and selling expenses of the Group mainly including transportation costs, maintenance fees and other market promotion expenses, were RMB126,527,000, representing an increase of 7.45% as compared to the corresponding period last year, mainly due to the increase in transportation costs and business promotion expenses.
For the six months ended 30 June 2020, the total administrative expenses of the Group mainly including staff's salaries and allowance, insurance premium, maintenance fees and other administrative expenses, were RMB81,805,000, representing a decrease of 25.46% as compared to the corresponding period last year, mainly due to the implementation of the periodic reduction and exemption of retirement benefits scheme contributions in respect of the impact of Covid-19.
For the six months ended 30 June 2020, the total share of profit of an associate and joint ventures to the Group was RMB977,000, representing a decrease of 38.86% as compared to the corresponding period last year, mainly due to the impact of Covid-19.
For the six months ended 30 June 2020, basic earnings per share was RMB0.04. The Company did not issue any new shares during the period.
2020 Interim Report 51
FINANCIAL POSITION
As at 30 June 2020, the total assets and total liabilities of the Group were RMB10,768,415,000 and RMB2,985,723,000 respectively.
The non-current assets were RMB4,068,380,000, mainly including time deposit, property, plant and equipment, interests in joint ventures and intangible assets.
The total current assets amounted to RMB6,700,035,000, mainly including RMB632,228,000 of inventories, RMB2,144,740,000 of trade, bills and other receivables and prepayments, RMB2,170,536,000 of time deposits and RMB1,746,573,000 of bank deposits and bank balances (including restricted bank balances of RMB137,633,000) and cash.
The total current liabilities amounted to RMB2,932,565,000, mainly including trade, bills and other payables of RMB2,415,830,000, provision of litigation of RMB137,633,000, contract liabilities of RMB251,100,000 and refund liabilities of RMB97,521,000.
A s a t 30 J u n e 2020, t h e G r o u p's n o n - c u r r e n t l i a b i l i t y a m o u n t e d t o RMB53,158,000 which included deferred income-government grants and lease liabilities.
Net current assets fell from RMB6,288,197,000 as at 31 December 2019 to RMB3,767,470,000 as at 30 June 2020, representing a decrease of 40.09%.
LIQUIDITY AND CAPITAL STRUCTURE
The Group's working capital requirement was financed by its own cash flow. Gearing ratio represented the percentage of total liabilities over total equity as per condensed consolidated statement of financial position. The gearing ratio of the Group as at 30 June 2020 was 38.36% (as at 31 December 2019: 36.07%).
Issued share capital as at 30 June 2020 maintained at RMB2,482,268,000 and no share was issued during this period of six months.
For the six months ended 30 June 2020, there was no material change in the financing strategies of the Group and the Group did not incur any bank borrowings nor any non-current liabilities except for deferred income and lease liabilities. The Company would closely monitor the financial and liquidity position of the Group and financial market from time to time in order to formulate financing strategies appropriate to the Group.
52 Qingling Motors Co. Ltd
The total equity attributable to owners of the Company as at 30 June 2020 was RMB7,782,692,000. The net asset per share (calculated by dividing the total equity attributable to owners of the Company by the number of ordinary shares in issue) as at 30 June 2020 was RMB3.14.
SIGNIFICANT INVESTMENT
A s a t 3 0 J u n e 2 0 2 0 , t h e G r o u p ' s i n t e r e s t s i n j o i n t v e n t u r e s w e r e RMB492,880,000 and interest in an associate was RMB8,353,000 which mainly included the interest in 五十鈴中國發動機有限公司 ("Isuzu Engine") (The entity was formerly named 慶鈴五十鈴(重慶)發動機有限公司 ("Qingling Isuzu Engine")), a joint venture, of RMB434,903,000. The revenue of Isuzu Engine decreased for the six months ended 30 June 2020 from the corresponding period last year that was mainly attributable to the reducing market demand due to the impact of Covid-19.
During the period ended 30 June 2020, there were no significant acquisition and disposal of the Group.
SEGMENT INFORMATION
The revenue contributed by light-duty trucks and medium and heavy-duty trucks were RMB1,160,732,000 and RMB576,308,000 respectively, representing 77.28% of the total revenue and 93.70% of the total segment profit. The revenue contributed by pick-up trucks was RMB418,773,000, representing 18.63% of the total revenue.
Light-duty trucks and medium and heavy-duty trucks are currently the major products accounting for the highest contribution to the Group.
PLEDGE OF ASSETS
During the period ended 30 June 2020, no asset of the Group was pledged for financial facilities (during the period ended 30 June 2019: Nil).
2020 Interim Report 53
EFFECTS OF FOREIGN EXCHANGE RATE CHANGES
As at 30 June 2020, the Group had bank balances of foreign currency of RMB22,541,000 and foreign currency payables and other payables of RMB99,244,000.
The major foreign currency transactions of the Group was the purchasing business of automobile parts denominated in Japanese Yen. The Group did not encounter any difficulty or suffer any significant impact on its operations or liquidity as a result of the fluctuation of the exchange rate.
COMMITMENTS
As at 30 June 2020, the Group had capital commitments of RMB90,714,000 that had been contracted for but not provided in the condensed consolidated financial statements, mainly including the outstanding consideration payable concerning property, plant and equipment. The Group expects to finance the above capital requirement by its own cash flows.
INTERIM DIVIDEND
The Board has resolved not to declare an interim dividend for the six months ended 30 June 2020 (for the period ended 30 June 2019: Nil).
PURCHASE, REDEMPTION AND SALE OF THE COMPANY'S LISTED SECURITIES
During the six months ended 30 June 2020, there were no purchase, redemption or sales of the Company's listed securities by the Company or any of its subsidiaries.
54 Qingling Motors Co. Ltd
EMPLOYEES AND REMUNERATION POLICY
As at 30 June 2020, the Group had 2,970 employees. For the six months ended 30 June 2020, labour cost was RMB141,916,000. The Group determines the emoluments payable to its employees based on their performances, experience and prevailing industry practices while the Group's remuneration policy and packages are reviewed on a regular basis so as to ensure that the pay levels are competitive and effective in attracting, retaining and motivating employees. Depending on the assessment about their work performances, employees may be granted bonuses and rewards which in turn provide the motives and incentives for better individual performance.
SALES OF STAFF QUARTERS
For the six months ended 30 June 2020, the Group has not sold any staff quarters to its employees.
STRUCTURE OF SHAREHOLDING
-
As at 30 June 2020, the entire share capital of the Company comprised
2,482,268,268 shares, including:
Percentage of | ||
Number of | total number of | |
shares | issued shares | |
Domestic shares | 1,243,616,403 shares | about 50.10% |
Foreign shares (H shares) | 1,238,651,865 shares | about 49.90% |
- Substantial shareholders
As at 30 June 2020, shareholders other than a director, supervisor or chief executive of the Company having an interest and short positions in 5% or more of the issued share capital of the Company of the relevant classes as recorded in the register of interests in shares and short positions required to be kept by the Company pursuant to Section 336 of the Securities and Futures Ordinance (the "SFO") were as follows:
2020 Interim Report 55
Long positions in the shares of the Company:
Percentage | |||||
of share | Percentage | ||||
capital of | of entire | ||||
Name of | Class of | Number of | relevant | share | |
shareholders | shares | shares held | Capacity | class | capital |
Qingling Motors | Domestic | 1,243,616,403 | Beneficial | 100.00% | 50.10% |
(Group) Company | shares | shares | Owner | ||
Limited | |||||
Isuzu Motors | H shares | 496,453,654 | Beneficial | 40.08% | 20.00% |
Limited | shares | Owner | |||
Edgbaston | H shares | 74,119,000 | Investment | 5.98% | 2.99% |
Investment | shares | manager | |||
Partners LLP |
Save as disclosed above, the register required to be kept under section 336 of the SFO showed that the Company had not been notified of any interests or short positions in the shares and underlying shares of the Company as at 30 June 2020.
DIRECTORS', SUPERVISORS' AND CHIEF EXECUTIVES' INTERESTS IN SHARES
As at 30 June 2020, none of the directors, supervisors and chief executives of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or its associated corporations (as defined under the SFO) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code"). For the six months ended 30 June 2020, none of directors, supervisors and chief executives of the Company, their spouse or children under 18 had any rights to subscribe for equity or debt securities of the Company, nor has any of them exercised such rights.
56 Qingling Motors Co. Ltd
CORPORATE GOVERNANCE
The Company puts high emphasis on endeavors to maintain high standards of corporate governance. The Board believes that good corporate governance practices are important to promote investors' confidence and protect the interest of our shareholders. We attach importance to our staff, our code of conduct and our corporate policies and standards, which together form the basis of our corporate governance practices. The Board has adopted sound corporate and disclosure practices, and is committed to continuously improving those practices and cultivating an ethical corporate culture.
During the six months ended 30 June 2020, the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") except for the deviation from code provision A.1.8 of the Corporate Governance Code as stated below.
Under code provision A.1.8 of the Corporate Governance Code, an issuer should arrange appropriate insurance cover in respect of legal action against its directors. With regular, timely and effective communications among the directors and the management of the Group, the management of the Group believes that all potential claims and legal actions against the directors of the Company can be handled effectively, and the possibility of actual litigation against the directors of the Company is relatively low. On 1 August 2020, the Company has made insurance arrangements and complied with code provision A.1.8.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS AND SUPERVISORS
The Company has adopted the Model Code set out in Appendix 10 of the Listing Rules as the code of conduct regarding securities transactions by the directors and supervisors of the Company. Having made specific enquiry of all directors and supervisors of the Company, the Company confirmed all directors and supervisors of the Company have complied with the required standard set out in the Model Code during the six months ended 30 June 2020.
2020 Interim Report 57
EVENTS AFTER THE LATEST ANNUAL REPORT
Save as disclosed in this report, there were no other significant events affecting the Company nor any of its subsidiaries after the latest annual report requiring disclosure in this report.
INDEPENDENT REVIEW
The interim results for the six months ended 30 June 2020 are unaudited, but have been reviewed by the auditors of the Company in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. The interim results have also been reviewed by the audit committee of the Company.
PUBLICATION OF FINANCIAL INFORMATION
The Company's 2020 interim report containing all the financial information required by the Listing Rules will be dispatched to the shareholders and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.qingling.com.cn) in due course.
By Order of the Board
Qingling Motors Co. Ltd
LEI Bin
Company Secretary
Chongqing, the PRC, 26 August 2020
58 Qingling Motors Co. Ltd
CORPORATE INFORMATION
DIRECTORS
Executive Directors:
LUO Yuguang (Chairman)
HAYASHI Shuichi (Vice Chairman and General Manager)
MAEGAKI Keiichiro
ADACHI Katsumi
LI Juxing
XU Song
LI Xiaodong
Independent Non-executive Directors:
LONG Tao
SONG Xiaojiang
LIU Erh Fei
LIU Tianni
SUPERVISORS
MIN Qing
ZHANG Yongning
COMPANY SECRETARY
responsible for PRC affairs: LEI Bin
responsible for Hong Kong affairs: TUNG Tat Chiu Michael
AUDIT COMMITTEE
SONG Xiaojiang (Committee Chairman)
LONG Tao
LIU Erh Fei
LIU Tianni
2020 Interim Report 59
REMUNERATION COMMITTEE
SONG Xiaojiang (Committee Chairman)
LUO Yuguang
LONG Tao
LIU Erh Fei
LIU Tianni
NOMINATION COMMITTEE
LUO Yuguang (Committee Chairman)
LONG Tao
SONG Xiaojiang
LIU Erh Fei
LIU Tianni
CORPORATE INFORMATION AVAILABLE AT
Qingling Motors Co. Ltd
LEGAL ADDRESS
1 Xiexing Cun
Zhongliangshan
Jiulongpo District
Chongqing
the People's Republic of China
PRINCIPAL PLACE OF BUSINESS IN HONG KONG
Office 1601, 16th Floor
LHT Tower
31 Queen's Road Central
Central, Hong Kong
COMPANY'S WEBSITE
www.qingling.com.cn
H SHARE REGISTRARS
Hong Kong Registrars Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wan Chai, Hong Kong
60 Qingling Motors Co. Ltd
H SHARE LISTING PLACE
The Stock Exchange of Hong Kong Limited
Stock code: 1122
PRINCIPAL BANKERS
Bank of China, Huayu Road Branch
Industrial and Commercial Bank of China, Huafu Road Branch Industrial Bank, Business Department of Chongqing Branch China CITIC Bank, Jiangbei Sub-branch
AUDITORS
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Chongqing Branch
43/F World Financial Center
188 Minzu Road, Yuzhong District
Chongqing 400010
the People's Republic of China
Deloitte Touche Tohmatsu
35/F, One Pacific Place
88 Queensway, Hong Kong
LEGAL ADVISERS
as to Hong Kong laws: Tung & Co.
Office 1601, 16/F
LHT Tower
31 Queen's Road Central
Central, Hong Kong
as to PRC laws:
Chongqing Radiance Law Firm
26-1, Chongqing General Chamber of Commerce Building
No. 2, Hongjin Street, Hongqi River
Yubei District, Chongqing
the People's Republic of China
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Qingling Motors Co. Ltd. published this content on 17 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2020 09:19:07 UTC