Geely Annual Report 2020
Geely Annual Report 2020
Geely Annual Report 2020
Annual Report
2020
Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong
香港灣仔港灣道 23 號鷹君中心 23 樓 2301 室
Annual Report 2020
Let’s Start
From Here.
KEY FIGURES ACCOUNTS
Five Years Financial Summary 3 Independent Auditor’s Report 96
Consolidated Income Statement 102
EDITORIAL Consolidated Statement of Comprehensive Income 103
Chairman’s Statement 7 Consolidated Statement of Financial Position 104
Consolidated Statement of Changes in Equity 106
MANAGEMENT REPORT Consolidated Statement of Cash Flows 108
Performance & Governance 11 Notes to the Consolidated Financial Statements 111
Directors and Senior Management Profiles 29
Corporate Governance Report 34 OUR COMPANY
Directors’ Report 61 Corporate Information 239
KEY
FIGURES
FIVE YEARS FINANCIAL
KEY FIGURES
EDITORIAL
MANAGEMENT REPORT
SUMMARY ACCOUNTS
OUR COMPANY
44.9
8,190
53.7
5,534 34.5
5,112
24.4
16 17 18 19 20 16 17 18 19 20 16 17 18 19 20
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:
Attributable to:
Equity holders of the Company 5,533,790 8,189,638 12,553,207 10,633,715 5,112,398
Non-controlling interests 40,840 71,720 121,191 101,674 57,790
Represented by:
Equity attributable to equity
holders of the Company 63,631,114 54,435,626 44,943,977 34,467,047 24,437,227
Non-controlling interests 582,152 488,840 430,741 343,787 249,022
7,644
3,244
16 17 18 19 20 16 17 18 19 20 16 17 18 19 20
8.3
7.0 7.0
5.7
31.6 33.0
29.3
3.6
19.9
8.9
16 17 18 19 20 16 17 18 19 20
(1) EBITDA is calculated by adding taxes, depreciation and amortisation, and finance cost, excluding other income other than
government subsidies to profit for the year.
(2) EBITDA margin is calculated by dividing EBITDA by turnover for the relevant year, expressed as a percentage.
(3) CAPEX includes cash outlays on additions to property, plant and equipment, intangible assets and land lease prepayments.
(4) Total debt is the sum of current and non-current borrowings, bonds payable or senior notes.
(5) Total capital includes total non-current borrowings plus total equity.
151.3
9,719
8.2
7.8
6,908 7.6 102.8
7.1 89.7
5,543 6.0
4,789 70.9
4,400 66.2
16 17 18 19 20 16 17 18 19 20 16 17 18 19 20
Change in
Percentage
Increase/
Formula 2020 2019 (Decrease)
Per share
Basic earning per share (RMB) 0.56 0.90 (38)
Diluted earning per share (RMB) 0.56 0.89 (37)
Dividend per share (HK$) 0.20 0.25 (20)
Net asset value (NAV) per share (RMB) (2)/(5) 6.48 5.94 9
At year end
Equity attributable to equity holders of the Company
(RMB’000) (2) 63,631,114 54,435,626 17
Total assets (RMB’000) (3) 110,815,729 107,927,578 3
Borrowings (including bonds payable) (RMB’000) (4) 3,909,485 4,149,195 (6)
Number of shares in issue (5) 9,816,626,540 9,166,997,540 7
Share price during the year
– High (HK$) 26.40 19.14 30
– Low (HK$) 10.00 10.08 (1)
Financial ratios
Gearing ratio = (Borrowings/Equity attributable to equity
holders of the Company) (4)/(2) 6.1% 7.6% (20)
Return on total assets (1)/(3) 5.0% 7.6% (34)
Return on equity attributable to equity holders of the Company (1)/(2) 8.7% 15.0% (42)
STATEMENT ACCOUNTS
OUR COMPANY
BUSINESS OVERVIEW
Weakness at China’s passenger vehicle market continued in
early 2020. Following a 10% decline in total sales volume in
2019, the sales volume of passenger vehicles eventually fell
about 6% in 2020. The COVID-19 pandemic started in early
2020 caused national lockdown across China in February 2020,
resulting in sharp drop in passenger vehicle sales in February
and March of 2020. Demand for passenger vehicles recovered
steadily since April 2020. As a result, the large fall in vehicle
sales in early part of 2020 was largely compensated by the
recovery of sales in the subsequent months of the year.
less net cash inflows from operating newcomers in the global automobile
activities. To restore its financial strength industry, as well as the broader mobility
and prepare for a possible prolonged industry. The next decade will also be
disruption to production and sales, a crucial time for the world economic
our group announced the placing of development. A new round of scientific
600 million new shares to institutional and technological revolution like
investors in May 2020 to raise HK$6,480 artificial intelligence, big data, quantum
million. With the help of the proceeds computing, and biotech will take place
from placing, our group’s total cash level and change industries, giving birth to
(bank balances and cash + pledged bank new paradigms and business models.
deposits) was maintained at around the
same level at RMB19 billion by the end During 2021, we plan to continue driving
of 2020. our globalization ambition and strategy.
Even though this will mean greater
DIVIDEND challenges, but it will also create greater
Our board of directors recommended the opportunities for the group. To maintain
payment of a final dividend of HK$0.20 our presence and sustain our growth, the
(2019: HK$0.25) per share for 2020. group needs to act proactively to seize
continued product mix improvement, the opportunities created by the current
our group’s average ex-factory selling trend of electrification, autonomous
price (“ASP”) during the period stayed at PROSPECTS driving, connectivity and shared mobility
around the same level as compared to in the automobile industry. Through
The reform of the automobile industry
the corresponding period last year. After speeding strategic collaborations with
has opened a time window for the
incorporating the sales of “Lynk&Co” the leading partners around the world
adjustment of the industrial chain and the
vehicles sold by our 50%-owned joint together with stronger technological
expansion of the ecosystem. Over the
venture on a proforma basis, our group’s edges through business synergy and
next ten years, disruptive technological
combined ASP even recorded a slight technology and resources sharing,
innovation is going to drive huge changes
YoY increase. During the year, our group the group is moving to build a global
in global development, productivity and
speeded up payments to its suppliers industrial value chain and create new
human life. This should trigger enormous
to mitigate the negative impact from edges of the industrial chain that could
transformation like industrial restructuring
production disruption caused by the integrate on-line and off-line platform
and the emergence of powerful
outbreak of COVID-19, resulting in much
to provide customers with highly sustainable growth. Our board of gaining significant market share and
competitive and intelligent mobility directors set up a Sustainability enhancing customer satisfaction in
services. Our aim is to transform and Committee in 2020 to lead our group’s the China market over the past few
develop the group into a global mobility efforts to upgrade its Environmental, years and the successful launch of
technology group that strategically Social and Governance (“ESG”) our “Lynk&Co” brand and thus initial
synergizes within its operations, drives performance. Meanwhile, we set to success in penetrating the higher end
revolutionary change in the automobile achieve carbon neutrality before 2060. passenger vehicle market in China,
industry, focuses on users’ experience Our group is committed to take the all these together with the recently
and creates value for end-users and “Blue Geely Initiatives” as the core, announced cooperation with the leading
society. covering the entire life cycle of the global technology groups all over the
vehicle and building an environmental- world make us to believe that the group
Meanwhile, we would continue to friendly mobility ecology that is in line is on the track to achieve our ultimate
prioritize and invest in forward-looking with the future trend of clean, green and goal of the best customer satisfaction.
technologies, signified by the unveiling sustainable development. This should allow us to sustain our
the world’s first open-source electric growth and continue to provide good
vehicle architecture in 2020, namely The COVID-19 pandemic since last return to our shareholders in the years
Sustainable Experience Architecture year has changed the way we live, ahead. Finally, I would like to pay tribute
(SEA), created by a global team at work and commute, posting significant to all our staff for their hard work and
浙江吉利控股集團有限公司 (Zhejiang challenge to everyone but also opening achievements and to our shareholders for
Geely Holding Group Company Limited up huge opportunities for those who their continued support during the year.
or “Geely Holding”). The development could transform themselves quickly to
of SEA shows our willingness to break cope with the changing needs of their Li Shu Fu
down barriers to achieve cross-group customers. We shall take this opportunity Chairman
collaboration and also work with other to further expand our cooperation with 23 March 2021
companies in pursuit of zero emissions key international partners, speeding up
as our product portfolios become digitalization, driving our growth through
increasingly electrified. innovation and building our future using
new technologies.
In 2020, we established a healthy
sustainability management structure, Given our tremendous achievement
paving the way for our long-term in enriching our products portfolio,
GOVERNANCE ACCOUNTS
OUR COMPANY
OVERALL PERFORMANCE
The sales performance of Geely Automobile Holdings Limited ACQUISITION OF ASSETS FOR R&D ACTIVITIES
(the “Company”, together with its subsidiaries, collectively the
On 20 November 2020, the Company entered into an assets
“Group”) recovered strongly from April 2020 onwards, returning
acquisition agreement with 浙江吉利控股集團有限公司
to positive monthly year-on-year (“YoY”) growth since then,
(Zhejiang Geely Holding Group Company Limited or “Geely
finishing the year with only 4% decline in sales volume in the
Holding”, together with its subsidiaries, collectively the “Geely
China market from 2019, compared with 6% YoY decline in
Holding Group”) pursuant to which the Group agreed to
the overall China’s passenger vehicle market in 2020 according
purchase, and the Geely Holding Group agreed to sell, the
to China Association of Automobile Manufacturers (“CAAM”).
assets (which comprise predominantly equipment for use
On the other hand, the export sales volume of the Group
in the Group’s research and development for its (including
increased significantly by 25% YoY to 72,691 units in 2020,
the “Lynk&Co”) vehicle-related products such as vehicle
compared with 5% YoY increase of China’s overall vehicle
engines and transmissions, as well as a small amount of
exports according to CAAM. Overall, the Group sold a total
office equipment and software system) for a maximum cash
of 1,320,217 units of vehicles (including the sales volume of
consideration of approximately RMB744.0 million.
“Lynk&Co” vehicles sold by the Group’s 50%-owned joint
venture, namely 領克投資有限公司 (Lynk&Co Investment Co.,
The maximum consideration for the assets was determined
Ltd. or “Lynk&Co JV”)) in 2020, down 3% from 2019, and in
after arm’s length negotiations between the Company and
line with the revised sales volume target of 1,320,000 units
Geely Holding and is equivalent to the aggregate carrying
set in August 2020. Despite a 19% YoY decline in its overall
value of the assets as at 31 August 2020. It is expected the
sales volume in the first half of 2020, the Group’s sales volume
consideration for the acquisition of the assets will be funded by
rebounded strongly in the second half of 2020, up 11% from
the internal resources of the Group.
On 8 July 2020, the Group and the Geely Holding Group was determined after arm’s length negotiations between the
entered into the following three agreements: Company and Geely Holding based on the market value of
the net assets of Chengdu Automobile which amounts to
• The Chengdu Automobile Disposal Agreement approximately RMB133.0 million. It consists of (i) the carrying
value of the net assets of Chengdu Automobile prepared under
The Company entered into the Chengdu Automobile Disposal the Hong Kong Financial Reporting Standard (“HKFRSs) as
Agreement with Geely Holding to dispose the Group’s 100% at 31 May 2020 of approximately RMB87.2 million; (ii) the
interests in 成都高原汽車工業有限公司 (Chengdu Gaoyuan valuation premium of the Chengdu Automobile properties of
Automobile Industries Company Ltd. or “Chengdu Automobile”), approximately RMB47.6 million, being the difference between
pursuant to which (i) 浙江吉潤汽車有限公司 (Zhejiang Jirun the market value of Chengdu Automobile properties of
Automobile Company Limited or “Jirun Automobile”) agreed to RMB363.0 million as stated in the valuation report based on
sell 90% of the registered capital of Chengdu Automobile; (ii) 上 comparison approach and the carrying value of the Chengdu
海華普國潤汽車有限公司 (Shanghai Maple Guorun Automobile Automobile properties of approximately RMB315.4 million as at
Company Limited or “Shanghai Maple Guorun”) agreed to 31 May 2020; and (iii) the net valuation impairment of machinery
sell 10% of the registered capital of Chengdu Automobile; and equipment held by Chengdu Automobile of approximately
and (iii) Geely Holding agreed to acquire the entire registered RMB1.8 million.
International Company Ltd. or “Castle Automobile”) and 吉利 RMB56.7 million to be paid by the Group for the grant of right
汽車集團有限公司 (Geely Automobile Group Company Limited to continuously use the manufacturing facilities of Chengdu
or “Geely Automobile”) with each holding 50% of the registered Automobile upon completion of the disposal of Chengdu
capital of Chengdu Automobile for a net cash consideration of Automobile will partially offset the consideration for the disposal
Chengdu Automobile mainly manufactured two old automobile Automotive Manufacturing Co. Ltd. or “Ningbo Beilun”); and (ii)
models which have been facing a downward market demand Geely Automobile agreed to acquire the entire registered capital
since 2019. The production utilisation rate of the manufacturing of Ningbo Beilun for a cash consideration of approximately
facilities of Chengdu Automobile was dropped to 71% in RMB729.4 million.
2019 when compared with 94% and 98% in 2018 and 2017,
respectively. The production utilisation rate dropped further The disposal consideration for the Ningbo Beilun was
in 2020 due to the economic uncertainties which affected the determined after arm’s length negotiations between Jirun
demand of these two old automobile models in the PRC. Automobile and Geely Automobile with reference to the market
value of the net assets of the Ningbo Beilun. The market value
As part of the reorganisation exercise of the Group, Chengdu of the Ningbo Beilun consists of (i) the carrying value of the net
Automobile has completed the disposal of its proprietary assets of Ningbo Beilun prepared under the HKFRS as at 31
technologies and inventories to 成都吉利汽車製造有限公 May 2020 of approximately RMB718.3 million; (ii) the capital
司 (Chengdu Geely Automobile Manufacturing Co. Ltd. or injection of RMB10 million completed by Jirun Automobile on
“Chengdu Geely”) on 1 May 2020. Chengdu Automobile has 12 June 2020 which further increased the net assets of Ningbo
ceased its manufacturing activities since 1 May 2020 and all Beilun subsequent to 31 May 2020; and (iii) the valuation
manufacturing activities previously performed by Chengdu premium of the Ningbo Beilun properties of approximately
Automobile has been taken up by Chengdu Geely. The assets RMB1.1 million, being the difference between the market
of Chengdu Automobile mainly included land and properties, value of Ningbo Beilun properties of approximately RMB685.1
machinery and equipment and trade receivables. million as stated in the valuation report based on comparison
approach and the carrying value of the Ningbo Beilun properties
In addition, the manufacturing facilities of Chengdu Automobile of approximately RMB684.0 million as at 31 May 2020.
are not up to the standard required for the manufacture of the
new automobile models of the Group, and the Group would
have to incur enormous cost to retool the manufacturing
facilities to meet such requirement.
Ningbo Beilun was established in May 2020 with the the valuation report based on comparison approach and the
manufacturing facilities of Jirun Automobile being contributed carrying value of the Ningbo Jining properties of approximately
as capital as part of the reorganization exercise of the Group. RMB126.5 million as at 31 May 2020; and (iii) the net valuation
The aforesaid manufacturing facilities has ceased production impairment of machinery and equipment held by Ningbo Jining
since March 2020 and it will incur enormous costs to retool of approximately RMB0.6 million.
the manufacturing facilities for the production of other new
automobile models of the Group. Since Jirun Automobile, as The Ningbo Jining is principally engaged in the manufacture and
a key operating subsidiary, has investments in several other sale of automobile parts and components in the PRC, which
subsidiaries which are engaged in the manufacture and sale mainly include steel plates used for the assembly of the Geely
of automobile vehicles under “Geely” brand, Ningbo Beilun and “Lynk&Co” vehicles. The other parts and components
was established solely for the purpose of holding the idle used for the assembly of the Geely and “Lynk&Co” vehicles are
manufacturing facilities of Jirun Automobile to be disposed. The supplied by the Geely Holding Group which enjoys economies
directors are of the view that disposing Ningbo Beilun together of scale in mass production. The disposal of Ningbo Jining
with the idle manufacturing facilities is more effective and allows the Group to centralize the manufacturing of automobile
economically beneficial to the Group as it brings in proceeds for parts and components with the Geely Holding Group and
the Group’s working capital. benefits from cost efficiencies of sharing the resources.
• The Ningbo Jining Disposal Agreement Following completion of the above three disposals, the Group
ceases to have any interest in Chengdu Automobile, Ningbo
Jirun Automobile entered into the Ningbo Jining Disposal Beilun and Ningbo Jining, and the financial results of Chengdu
Agreement with 浙江吉創汽車零部件有限公司 (Zhejiang Automobile, Ningbo Beilun and Ningbo Jining cease to be
Jichuang Automobile Parts Company Limited or “Zhejiang consolidated with the financial statements of the Group. As
Jichuang”), pursuant to which (i) Jirun Automobile agreed to sell a result of these disposals, the Group recorded a gain of
100% of the registered capital of 寧波吉寧汽車零部件有限公 approximately RMB392 million during the year.
司 (Ningbo Jining Automobile Components Co. Ltd. or “Ningbo
Jining”); and (ii) Zhejiang Jichuang agreed to acquire the entire
registered capital of Ningbo Jining for a cash consideration of ISSUANCE OF US$500 MILLION 4% SENIOR
approximately RMB30.5 million. PERPETUAL CAPITAL SECURITIES
On 9 December 2019, the Company issued 4% senior
The consideration for the Ningbo Jining Disposal was perpetual capital securities with an aggregate principal
determined after arm’s length negotiations between Jirun amount of US$500,000,000 (equivalent to approximately
Automobile and Zhejiang Jichuang with reference to the market RMB3,425,857,000) (the “Securities Issue”) which are listed
value of the net assets of the Ningbo Jining. The market value of on Singapore Exchange Securities Trading Limited at an issue
Ningbo Jining consists of (i) the carrying value of the net assets price of 99.641%. Distribution is payable semi-annually in
of Ningbo Jining prepared under the HKFRS as at 31 May 2020 arrears in equal instalments on 9 June and 9 December of each
of approximately RMB23.2 million; (ii) the valuation premium of year based on the distribution rate as defined in the subscription
the Ningbo Jining properties of approximately RMB7.9 million, agreement. Distribution by the Company may be deferred at its
being the difference between the market value of Ningbo Jining sole discretion.
properties of approximately RMB134.4 million as stated in
As at the date of this report, the net proceeds of the Securities Issue have been fully utilized as below:
Business developments
- addition to property, plant and equipment 1,040,718
- addition to intangible assets (i.e. capitalised product development costs) 1,587,502
- research and product development costs (i.e. not qualified for
capitalisation) 208,178
General working capital (i.e. remuneration of directors and employees, legal
and professional fees and other administrative expenses) 576,704
PLACING OF 600 MILLION NEW SHARES The placing was completed on 5 June 2020 and a total of 600
million placing shares have been successfully placed by the
On 29 May 2020, the Company and the placing agents entered
placing agents. The net proceeds received by the Company
into the placing agreement, pursuant to which the Company
from the placing, after deducting related fees and expenses,
agreed to appoint the placing agents, and the placing agents
are approximately HK$6,447 million, The Company intends to
agreed to act (on a several but not joint nor joint and several
apply such net proceeds for business development and general
basis) as placing agents for procuring, on a best effort basis,
working capital of the Group.
as agents of the Company, placees for 600,000,000 placing
shares at the placing price of HK$10.8 per placing share on
the terms and subject to the conditions set out in the placing
agreement.
As at the date of this report, the net proceeds have been partially utilized as below:
Business developments
- addition to property, plant and equipment 1,484,920
- addition to intangible assets (i.e. capitalised
product development costs) 2,205,776
- research and product development costs (i.e. not
qualified for capitalisation) 153,713
General working capital (i.e. remuneration of
directors and employees, legal and professional
fees and other administrative expenses) 700,726
*: The unutilised proceeds are expected to be fully utilized in the first half of 2021.
The directors consider that the placing represents an opportunity to raise capital for the Company while broadening its shareholders
and capital base in face of meeting dynamic challenges with uncertainties in the foreseeable future. The directors are of the view
that the placing would strengthen the financial position of the Group and provide working capital to the Group.
PROPOSED RMB SHARE ISSUE It is proposed that the initial number of RMB Shares to be
issued will not exceed 1,731,666,448 Shares, representing not
On 17 June 2020, the Company has approved a preliminary
more than 15% of the Company’s issued share capital as at
proposal for the possible issue of RMB Shares and listing on
23 June 2020 (being the date immediately preceding the date
the Science and Technology Innovation Board of the Shanghai
of the Board meeting held on 24 June 2020 approving, among
Stock Exchange (the “Sci-Tech Board”) (the “Proposed
others, the Proposed RMB Share Issue) as enlarged by the
RMB Share Issue”). The Proposed RMB Share Issue shall
issue and allotment of the RMB Shares contemplated under
be conditional upon and subject to, among other things,
the Proposed RMB Share Issue. The RMB Shares will all be
market conditions, the approval of the shareholders at the
general meeting of the Company and the necessary regulatory
approval(s).
Both Parties believe that the above Business Combination the year, the Group speeded up payments to its suppliers to
and Collaboration is made based on their close collaboration mitigate the negative impact on its working capital caused
and good synergies in the past 10 years, and is formulated by the production disruption after the outbreak of COVID-19,
based on the existing foundation in order to cope with resulting in much less net cash inflows from operating activities.
tremendous changes in the global automobile industry. This Thanks to the placing of 600 million new shares completed in
best Combination Solution continues to explore the synergetic early June 2020, the Group’s total cash level (bank balances
business areas of the Parties. While enjoying the advantages of and cash + pledged bank deposits) at year end stabilized at
a business combination, the Parties can continue to maintain around the same level of RMB19 billion as of the end of 2019.
their existing merits of effective decision-making, capitalize on The Group’s total borrowings (included bank borrowings and
familiar market segments and regional advantages, and protect bonds payable) decreased by 6% to RMB3.9 billion. At the end
the interests of their respective shareholders. Meanwhile, the of 2020, the financial position of the Group remained strong
above Combination Solution could eliminate the uncertainty with net cash on hand (total cash level – borrowings – perpetual
that will bring to their respective shareholders and potential capital securities) of RMB11.8 billion versus a net cash level
investors from equity merger of the Parties. In addition, the of RMB12.6 billion six months ago. At the end of 2020, the
above Combination Solution will allow the Parties to achieve Group’s total borrowings were solely denominated in US$,
better sustainable development in their respective business which aligned with the currency mix of the Group’s revenues
areas, enabling the Parties to truly realize the maximum value from export business. In addition, net notes receivable (notes
of combination synergy and seek maximum return for the receivable – notes payable) at the end of 2020 amounted to
respective shareholders of the Parties. RMB20.3 billion, which could provide the Group with additional
cash reserves when needed through discounting the notes
Save for disclosed above, as at the date of this report, no receivable with the banks.
concrete timetable or detailed plans of the above Business
Combination and Collaboration have been concluded.
Cash and Bank Balances
(Including Pledged Bank Deposits)
(RMB Billion) (At 31 December)
of RMB6.8 billion fixed at the beginning of the year. Working 2016 15.08
capital (inventories + trade and other receivables – trade and
other payables) increased by about RMB7,548 million to
deficit RMB9,391 million at the end of 2020. If excluding the
working capital effects from the disposal of subsidiaries, the
working capital decreased by RMB7.7 billion in 2020. During
The COVID-19 pandemic has resulted in huge political and The Group has been assigned credit ratings from both Standard
economic uncertainties globally, posing significant challenge & Poor’s Ratings Services and Moody’s Investors Service.
to the Group’s business activities and thus its future cash On 27 November 2020, Standard & Poor Ratings Services
flow. To safeguard its financial strength and further enrich the downgraded corporate credit rating of the Group to “BBB-/
Group’s financial cushion to cope with a possible prolonged Negative” to reflect the relatively high capital expenditure of
disruption to business activities, the Group decided to further the Geely Holding Group, potential economic volatility and the
expand its capital base by two equity issues announced during uncertain timing over the Proposed RMB Share Issue. On 12
the year. On 29 May 2020, the Group announced to issue June 2020, Moody’s Investors Service confirmed the Group’s
and place 600 million new shares through placing agents to credit rating as “Baa3” issuer rating and upgraded the outlook
various investors to raise net proceeds of HK$6,447 million. of the Company’s ratings from “rating under review” to “stable”
The issue was successfully completed in early June 2020. On on strong recovery of the Group’s sales in China since April
17 June 2020, the Company’s board of directors approved 2020.
a preliminary proposal for the possible issue of RMB Shares
and listing on the Science and Technology Innovation Board Budgeted capital expenditures (excluding acquisitions through
of the Shanghai Stock Exchange (the “Sci-Tech Board”) (the business combinations) of the Group amount to about RMB6.5
“Proposed RMB Share Issue”). The Proposed RMB Share billion in 2021, including the funding for the research and
Issue is conditional upon and subject to, among other things, development of new vehicle platforms and models and the
market conditions, the approval of the shareholders at the financing of the expansion and upgrading of production facilities
general meeting of the Company and the necessary regulatory at existing plants. Save for the Proposed RMB Share Issue, as
approval(s). The relevant shareholders’ approval was obtained at the date of this report, the Company has no definite plan or
at an extraordinary general meeting held on 29 July 2020. On schedule on raising funds in the international capital market.
28 September 2020, the Proposed RMB Share Issue under
the Specific Mandate has further been approved by the Listing
Committee for the Sci-Tech Board. As at the date of this report, RESEARCH AND DEVELOPMENT
the Proposed RMB Share Issue is still subject to, among others, During the year ended 31 December 2020, the Group recorded
the registration and approval by China Securities Regulatory a total expense of RMB3,738 million (2019: RMB3,067 million)
Commission. in relation to its research and development activities and such
expense was included in “Administrative expenses” in the
consolidated income statement.
Total Borrowings
(Including Bonds Payable/Senior Notes)
(RMB Billion) (At 31 December)
2020 3.91
2019 4.15
2018 3.42
2017 1.30
2016 2.24
The Group’s domestic wholesale volume posted a decline of under the Lynk&Co JV), targeting at different market segments.
4% in 2020 to 1,247,526 units, compared to the 6% decline of “Geely” brand is the Group’s main stream mass market brand,
China’s passenger vehicle market during the year. According “Geometry” brand is the Group’s pure electric brand, whereas
to the CAAM, the Group’s wholesale market share in China’s “Lynk&Co” is a joint-venture brand between the Group and
passenger vehicle market improved steadily in 2020. In terms Volvo Car Corporation (“VCC”), which is majority-owned by
of 2020 sales volume, the Group ranked number 4 amongst Geely Holding, targeting at global premium market. By the
the top ten passenger vehicle manufacturers in China. Export end of 2020, the Group had more than 989 dealers in China,
sales volume of the Group increased by 25% to 72,691 units in marketing Geely brand vehicles. The “Geometry” brand was
2020 and accounted for 5.5% of the Group’s total sales volume launched early this year with 172 dealers in China. The Lynk&Co
during the year. The Group’s share of China’s total export of JV adopted a different marketing and distribution system in
passenger vehicles increased from 8.0% in 2019 to 9.6% in China. It served its customers via 280 Lynk&Co Centres and 15
2020 according to the CAAM. Lynk&Co Spaces in China.
The Group’s average ex-factory selling price in 2020 was about 2017 1,247,116
the same level as compared to the corresponding period last
2016 765,970
year as the improved product mix during the year was largely
*: Including the sales volume of "Lynk&Co" vehicles
offset by additional incentives offered to dealers to alleviate
impact from the outbreak of COVID-19. After incorporating
the sales of “Lynk&Co” vehicles sold by the Lynk&Co JV on a Average Pre-tax Ex-Factory Price**
(RMB)
proforma basis, the Group’s combined ASP even recorded a
slight YoY increase. 2020 80,421
2019 79,532
In 2020, the Group continued to strengthen its sales and
marketing system in China, enabling it to provide better sales 2018 79,510
and after-sale services to its customers. The Group’s products 2017 73,895
are currently sold under the “Geely” brand, “Geometry”
2016 68,993
brand (through an independent distribution channel) and the
“Lynk&Co” brand (through an independent distribution channel **: Including the sales volume of "Lynk&Co" vehicles
Vision Series
Xiangtan plant 99.0% 240,000
Binyue, Binyue PHEV
Total 1,980,000
NEW ENERGY VEHICLES STRATEGY Pursuant to the framework agreement, the JV Company
will issue 2 billion shares. The Company and Geely Holding
The Group announced its New Energy Vehicle (“NEV”) strategy
will make capital contributions of RMB2 billion in total, and
namely “Blue Geely Initiatives” in November 2015. “Blue Geely
subscribe for 51% (representing RMB1.02 billion or its US$
Initiatives” is a 5-year campaign demonstrating the Group’s
equivalent) and 49% (representing RMB980 million or its US$
dedication in transforming into the industry leader in NEV
equivalent) of the total shares to be issued by the JV Company,
technologies. The initiatives’ target is to ensure that up to 90%
respectively. Upon its formation, the JV Company will become
of the Group’s total sales volume could be in the form of new
a subsidiary of the Company, and its financial results will be
energy and electrified vehicles (“NEEVs”), which include the
consolidated into the consolidated financial statements of the
electric vehicles (“EVs”), battery electric vehicles (“BEVs”), hybrid
Group. It is expected that the shares to be subscribed by the
electric vehicles (“HEVs”), mild hybrid electric vehicles (“MHEVs”)
Company for its interests in the JV Company will be funded by
and plug-in hybrid electric vehicles (“PHEVs”) by 2020.
internal resources of the Group in cash.
In 2020, the Group sold a total of 68,142 units of new energy Under the “ZEEKR” brand:
and electrified vehicles (“NEEV”) models (including the sales
volume sold by the Lynk&Co JV), down 40% from 2019, due • An electric full size SUV model (“Zero EV”), developed
to elimination of government subsidies in mid 2019 and in under the Sustainable Experience Architecture (“SEA”).
intensified market competition. The Group’s sales volume of
NEEVs only accounted for 5.2% of its total sales volume in
2020 compared with only 8.3% in 2019. With the launches of GENIUS AFC
more NEEV models in 2021 and the expected promulgation of Genius Auto Finance Company Limited (“Genius AFC”), the
additional government policies to promote the use of NEEVs in
Group’s 80%-owned vehicle financing joint-venture with BNP
China, it is expected the sales of NEEVs will account for a much
Paribas Personal Finance (“BNPP PF”), is principally engaged
higher proportion of our total sales volume in the coming few
in the provision of auto wholesales financing solutions to auto
years.
dealers and retail financing solutions to end customers, mainly
supporting three key auto brands under Geely Holding Group,
NEW PRODUCTS including “Geely”, “Lynk&Co” and “Volvo Car”. Thanks to
strong recovery in China’s vehicle market after the outbreak
In 2021, new energy vehicles and SUV models remained the
Group’s focus in new products offering. In the future, for brand of COVID-19, Genius AFC’s auto finance business continued
new product launches, new energy version will be offered at to enjoy strong growth, with 16% YoY growth in new retail
the same time as the ICE version. Meanwhile, the Group will financing contracts numbers in 2020. Its total outstanding loan
continue to upgrade its existing powertrain offerings with a assets increased from RMB31.6 billion at the end of year 2019
new generation of powertrain jointly developed between the to RMB41.5 billion at the end of year 2020. With a healthy level
Group and VCC. According to the Group’s preliminary plan, the of interest rate spread and a relatively low default rate as a
following new models are expected to be offered to the market result of enhanced sales management and effective risk control,
in 2021: Genius AFC achieved good earnings performance with its net
profit increasing 44% YoY to RMB731.8 million during the year.
Under the “Geely” brand:
During the year, Lynk&Co JV recorded a strong 37% YoY 2017 11,755
growth in total sales volume to 175,456 units and posted a 2016 21,779
net profit of RMB511.8 million. In view of Chinese consumers’
current preference over physical dealer shops to support
sales and services, Lynk&Co JV has so far set up a dealer
network with over 280 stores called “Lynk&Co Centres” and
15 display and customer service centres called “Lynk&Co
Spaces” in China. Outside China, the Lynk&Co JV made its
first move into the European market in 2020 with the opening
of “The Amsterdam Club” and “The Gothenburg Club”, offering
innovative mobility services to customers in Europe. More
“Clubs” are scheduled to open in other major European markets
in 2021.
a result of the recent successful moves to raise new equity to created by these acquisitions or collaborations should provide
the Group substantial opportunities for technologies and costs
strengthen its capital base. These should enable the Group
sharing, economies of scale and new market penetration.
to continue investing for the future and address the dynamic
Longer-term, these acquisitions or collaborations should
market changes timely.
provide additional sources for growth for the Group.
CAPITAL STRUCTURE AND TREASURY In terms of export operations, most of the Group’s export
headquarter of Cummins Inc., and its China Division (2006- Mr. An Cong Hui, aged 51, joined the Group on 30 December
2009), BMW Brilliance Automotive Ltd (2001-2005), ASIMCO 2011 as an Executive Director, and is responsible for the overall
Braking System (Guangzhou) Co., Ltd., ASIMCO Braking administration of the Group. Mr. An has been a vice president
System (Zhuhai) Co., Ltd. (1997-2001) and Danfoss (Tianjin) of Geely Holding since 2003, and has been appointed as the
Ltd. (1996); his last position was the vice chairman and the president of Geely Holding with effect from 29 December 2011.
president (finance) of 北京東方園林生態股份有限公司(Beijing Mr. An is currently the chairman of the principal operating
Orient Landscape Co., Ltd.) (Stock Code of Shenzhen Stock subsidiary, namely Zhejiang Jirun, and a director of certain
Exchange: 002310) (2014-2016). Mr. Li graduated from the subsidiaries of the Group. Mr. An was previously in charge
Kelley School of Business of Indiana University in the USA with of the overall operation under the “Emgrand” product brand
a Master’s Degree in Business Administration in 2010 and following the implementation of multi-brand strategy by the
graduated from the Beijing Institute of Machinery Industry in the Group and production of gearboxes, engines and drivetrain
PRC with a Master’s Degree in Management Engineering with a systems of the Group. Mr. An has extensive professional
major in Financial Management in 1997. Also, Mr. Li graduated knowledge and senior managerial experience in the automotive
from the Renmin University of China with a Bachelor’s Degree industry, particularly in the field of automotive engineering. He
in Philosophy in 1991. He is currently the independent non- joined Geely Holding since 1996 after graduation from Hubei
executive director of YTO Express (International) Holdings University of Economic and Management with a Diploma in
Limited (Stock Code of Hong Kong Stock Exchange (“HKEx”): Contemporary Accounting. From 1996 to now, Mr. An has
6123). Mr. Li was the independent director of 中青旅控股股份 held various key positions in Geely Holding including chief
有限公司 (China CYTS Tours Holding Co., Ltd.) (Stock Code of engineering officer and general manager.
Shanghai Stock Exchange: 600138).
Mr. Ang Siu Lun, Lawrence, aged 61, joined the Group
Mr. Gui Sheng Yue, aged 57, joined the Group on 9 June on 23 February 2004 as an Executive Director and is mainly
2005 as an Executive Director and is responsible for the overall responsible for the international business development, capital
administration, risk management and compliance of the Group. market and investors’ relationship of the Group. Mr. Ang holds a
Mr. Gui was appointed as the CEO of the Company with effect Bachelor of Science Degree in Physics and Computer Science
from 23 February 2006. Mr. Gui was also the chairman of and a Master of Business Administration Degree from the
a former wholly-owned subsidiary of the Company. Mr. Gui Chinese University of Hong Kong. Prior to joining the Group,
has over 33 years of experience in administration and project Mr. Ang worked in a number of major international investment
management. Mr. Gui had also worked with China Resources banks for seventeen years with extensive experience in equity
(Holdings) Company Limited. Mr. Gui holds a Bachelor of research, investment banking and financial analysis. Mr. Ang is
Science Degree in Mechanical Engineering from Xi’an Jiaotong a non-executive director of Honbridge Holdings Limited (Stock
University and a Master’s Degree in Business Administration Code of HKEx: 8137). He was an independent non-executive
from University of San Francisco. He was an independent director of Beijing Enterprises Medical and Health Industry
non-executive director of Goldstone Investment Group Limited Group Limited (formerly known as Genvon Group Limited,
(formerly known as Eagle Ride Investment Holdings Limited, Stock Code of HKEx: 2389).
Stock Code of HKEx: 901).
Ms. Wei Mei, aged 52, joined the Group on 17 January Group Limited, Stock Code of HKEx: 1141), Cathy Media
2011 as an Executive Director. Ms. Wei is a vice president Education Group Inc. (Stock Code of HKEx: 1981) and C&D
of Geely Holding and is responsible for the human resources Property Management Group Co., Ltd (Stock Code of HKEx:
management and training of Geely Holding since June 2009. 2156). He was an executive director of both United Holding
Ms. Wei holds a Doctoral Degree in Management from the Limited(formerly known as Guojin Resources Holdings Limited,
Northwest A&F University, a Master’s Degree in Management Stock Code of HKEx: 630) and AMVIG Holdings Limited (Stock
and a Bachelor’s Degree in Science from the Ocean University Code of HKEx: 2300), a non-executive director of Kam Hing
of China. From 2003 to 2007, Ms. Wei was the group human International Holdings Limited (Stock Code of HKEx: 2307),
resources director of Beiqi Foton Motor Co., Ltd. (“Foton and an independent non-executive director of both Meilleure
Motor”) and focused on Foton Motor’s human resources Health International Industry Group Limited (formerly known as
management, control and training. Prior to that, Ms. Wei U-Home Group Holdings Limited, Stock Code of HKEx: 2327)
worked in the group of Qingdao Haier Co., Ltd. (“Qingdao and Southern Energy Holdings Group Limited (formerly known
Haier”) from 1991 to 2002 and served a number of positions as China Unienergy Group Limited, Stock Code of HKEx: 1573).
in the department of integration and dishwashers business
unit of Qingdao Haier Refrigerator Co., Ltd., participating in Mr. Yeung Sau Hung, Alex, aged 71, joined the Group as an
the development, diversification and globalization of Qingdao Independent Non-executive Director on 6 June 2005.
Haier. Ms. Wei was in charge of organizational management, Mr. Yeung was appointed as a non-executive director of
operation appraisal, quality system management and human GRST Investment (BVI) Limited, a research and manufacturing
resources and was also directing the operation management of company focusing on battery technology, on 25 November
Haier dishwashers and other small appliances. 2016. He was the CEO in March 2012 and later became the
Responsible Officer of LW Asset Management Advisors Ltd.,
a regulated fund management company. After his resignation
INDEPENDENT NON-EXECUTIVE DIRECTORS in May 2016, he currently is the Responsible Officer of another
Mr. Lee Cheuk Yin, Dannis, aged 50, joined the Group as regulated fund management company and a non-executive
an Independent Non-executive Director on 28 June 2002. director of GRST Technology Research Company. Mr. Yeung
He obtained the Bachelor of Business Administration from entered the fund management and financial consultant
Texas A & M University, the USA. He is an associate member profession after his retirement from the role of chief executive
of the Hong Kong Institute of Certified Public Accountants officer of DBS Vickers (Hong Kong) Limited (“DBS Vickers”).
and a member of the American Institute of Certified Public Mr. Yeung is an MBA graduate from the University of Southern
Accountants. He possesses over 28 years of experience in California and brings with him more than 38 years of experience
accounting and auditing field. Mr. Lee is currently a managing in the financial services industry. Prior to joining DBS Vickers,
director of DLK Advisory Limited, and is an independent Mr. Yeung was the deputy chairman of the management
non-executive director of each of Tiangong International committee of a listed consumer electronics company for four
Company Limited (Stock Code of HKEx: 826), CMBC Capital years. Before that, he was the country head of the division of
Holdings Limited (formerly known as Skyway Securities Greater China Equities and the managing director of Deutsche
Securities Hong Kong.
Mr. An Qing Heng, aged 76, joined the Group as an Mr. Wang Yang, aged 46, joined the Group as a Non-
Independent Non-executive Director on 17 April 2014. Mr. An executive Director on 15 September 2010 and he has been
has extensive professional and management experience in re-designated to an Independent Non-executive Director of the
the automotive industry, particularly in the fields of automotive Company with effect from 17 May 2012. Mr. Wang is currently
engineering and manufacturing. Since graduation from the a partner of Primavera Capital Group, and the independent
Faculty of Agricultural Machinery (currently known as the director of Yum China Holdings, Inc. (Stock Code of HKEx:
Faculty of Automotive Engineering) of Tsinghua University with a 9987). Mr. Wang holds a Bachelor of Engineering dual-degree
professional qualification in automotive tractors and engines in in Management Engineering and Computer Science and
1968, he had worked with Beijing Gear Works Factory a Master of Science Degree in Management Science and
(北京齒輪總廠), Beijing United Automobile and Motorcycle Engineering from the Shanghai Jiaotong University.
Manufacturing Company (北京汽車摩托車聯合製造公司) and Mr. Wang used to work in Goldman Sachs (“Goldman Sachs”)
Beijing Automotive Industry Company (北京汽車工業總公司) Principal Investment Area as a managing director. From 2006
in various important positions as vice factory director, chief to 2010, working in Goldman Sachs, he focused on private
engineer and general manager. He then served as the chairman equity investments in the PRC. During the period, he led the
and the Communist Party Committee Secretary (黨委書記) of Goldman Sachs’ US$245 million convertible bond investment
Beijing Automotive Industry Holding Company Limited (北京 transaction in the Company. Prior to that, Mr. Wang worked
汽車工業控股有限責任公司); and was once concurrently the in China International Capital Corporation (“CICC”) investment
chairman of Beiqi Foton Motor Company Limited (北汽福田汽 banking division as a vice president from 2002 to 2006,
車股份有限公司), Beijing Jeep Corporation (北京吉普汽車有限 focusing on China-based companies’ initial public offerings and
公司) and Beijing Benz Automotive Company Limited (北京奔馳 restructurings. Mr. Wang served major state-owned enterprises
汽車有限公司). Mr. An has been a member of Beijing Political in various sectors during this period. Prior to CICC’s investment
Consultative Conference (北京市政治協商委員會) (the 8th and banking division, Mr. Wang worked in CICC’s Private Equity
10th sessions), a representative of Beijing Municipal People’s Group from 2000 to 2001.
Congress (北京市人民代表大會) (the 11th session), and a
member of the Standing Committee of Beijing Association for
Science and Technology (北京市科學技術協會常委會) (the 4th,
5th, 6th and 7th sessions). Mr. An is currently the director of the
Advisory Committee of China Automotive Industry
(中國汽車工業諮詢委員會). Mr. An has also obtained the
qualification of Senior Engineering (Professor Level) accredited
by the Senior Vocational Title Inspecting Committee of Beijing
Municipality (北京市高級專業技術職務評審委員會). Mr. An
was the independent director of Yechiu Metal Recycling (China)
Limited (A Share Stock Code of Shanghai Stock Exchange:
601388), Liaoning SG Automotive Group Co., Ltd. (A Share
Stock Code of Shanghai Stock Exchange: 600303) and
Feilong Auto Components Co., Ltd. (formerly known as Henan
Province Xixia Automobile Water Pump Co., Ltd., Stock Code
of Shenzhen Stock Exchange: 002536).
SENIOR MANAGEMENT Mr. Chiu Yeung, Adolph, aged 36, joined the Group on 18
August 2010 as a management trainee in support of the senior
Mr. Cheung Chung Yan, David, aged 45, joined the Group
management and the Board. He was appointed as the Vice
as the Financial Controller and Company Secretary on 17 May
President responsible for investment and capital market since
2005. Mr. Cheung was also a director of a former wholly-owned
October 2015. Mr. Chiu holds a few professional accreditations
subsidiary of the Company and was an independent non-
granted by Hong Kong Securities and Investment Institute.
executive director of Ourgame International Holdings Limited
Mr. Chiu obtained a Bachelor of Science Degree from University
(Stock Code of HKEx: 6899). Mr. Cheung holds a Bachelor’s
of Science and Technology of China Special Class for the Gifted
Degree in Business Administration in Accounting from the Hong
Young, and later he carried out scientific research and was
Kong University of Science and Technology. He is a fellow
employed as teaching assistant independently lecturing the
member of the Association of Chartered Certified Accountants
general chemistry courses in the Department of Chemistry of
and a member of The Hong Kong Institute of Directors.
University of Florida.
Mr. Cheung has over 23 years of experience in auditing,
accounting and financial management.
Mr. Poon Chi Kit, aged 41, joined the Group on 1 July 2011.
He was appointed as the Head of Internal Audit of the Company
with effect from 1 October 2015 and is in charge of risk
assessment and monitoring, internal audit, and internal control
infrastructure development of the Group. Mr. Poon
was the Group Financial Controller of Kandi Electric Vehicles
Group Co., Ltd., a former joint venture of the Group.
Mr. Poon holds a Bachelor’s Degree in Civil Engineering from
the National University of Singapore. He is a fellow of the Hong
Kong Institute of Certified Public Accountants. Mr. Poon has
over 15 years of experience in auditing, accounting and financial
management.
Mr. Li Shu Fu Chairman of the Board 9 June 2005 25 May 2020 Directs overall corporate strategic direction,
(the “Chairman”) & ED1 Board leadership and corporate governance of
the Group
Mr. Yang Jian Vice Chairman & ED1 9 June 2005 27 May 2019 Assists the Chairman in Board leadership and
corporate governance of the Group
Mr. Li Dong Hui, Daniel Vice Chairman & ED1 15 July 2016 25 May 2020 Oversees the overall strategic planning of the
Group’s accounting and financing system
which includes accounting and financial
management, cost control management,
budget management, accounting reconciliation,
accounting control, internal control review,
taxation management, cash flow management,
capital operation management, operational risk
control, and investment and financing activities
monitoring, etc.
Mr. Gui Sheng Yue Chief Executive Officer, 9 June 2005 25 May 2018 Oversees administrative management (Hong
ED1 & member of NC5 & Kong), risk management (excluding China),
member of SC 6
compliance and internal controls of the Group
Mr. An Cong Hui ED1 & chairman of SC6 30 December 2011 25 May 2018 Oversees operational and risk management
(China) of the Group
Mr. Ang Siu Lun, ED1 23 February 2004 27 May 2019 Oversees international business development,
Lawrence capital market and investor relation activities
of the Group
Ms. Wei Mei ED1 & member of RC4 17 January 2011 25 May 2018 Oversees human resources management of the
Group
Mr. Lee Cheuk Yin, INED2, chairman of AC3, 28 June 2002 25 May 2020 Provides independent advice on financial and
Dannis member of RC4 & auditing activities to the Board
member of NC 5
Mr. Yeung Sau Hung, INED2, chairman of RC4, 6 June 2005 27 May 2019 Provides independent advice on corporate
Alex member of AC3 & finance and investment to the Board
member of NC 5
Mr. An Qing Heng INED2 & member of AC3 17 April 2014 25 May 2018 Provides independent advice on automobile
industry and strategic deployment to the
Board
Mr. Wang Yang INED2, chairman of NC5, 15 September 2010 25 May 2020 Provides independent advice on corporate
member of AC3, member finance, investments and merger & acquisitions
of RC & member of SC
4 6
to the Board
Notes:
In order to ensure every newly appointed Director to
1 ED: Executive Director keep abreast of his/her responsibilities and conduct
2 INED: Independent Non-executive Director (especially in the cases of non-executive Directors and
3 AC: Audit Committee independent non-executive Directors as to bringing
4 RC: Remuneration Committee
independent judgments to the Board), and to obtain
5 NC: Nomination Committee
a general understanding of the Company’s business
6 SC: Sustainability Committee
activities and development, the Company would arrange
a comprehensive, formal and tailored induction for him/
Responsibilities of Directors her upon appointment. There was no new appointment
The Directors acknowledge their responsibilities to apply of Director and thus no induction training had been
their relevant levels of skill, care and diligence when arranged during the year.
discharging duties. The Board also understands where
potential conflicts of interests arise, the non-executive
Directors (including the independent non-executive
Directors) will 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 will abstain from voting.
The Directors disclose to and update the Company In addition, as the Directors are geographically
the number and nature of offices they hold in public dispersed, the Company provided them with technical
companies or organizations and other significant updates from the Securities and Futures Commission
commitments, together with the time involved every and listing compliance updates including, amongst other
year; any change of such during the year would be things, e-training for listed companies’ directors hosted
reflected in their profiles and disclosed in the Company’s by the Stock Exchange, the continuing listing criteria
website and annual report in due course. All Directors and other rule amendments and review of issuers’
confirmed that they had given sufficient time and ESG practice disclosure during the year. The Company
attention to the Group’s affairs during the year. The received written confirmations from the Directors about
independent non-executive Directors also declared their full understanding of such training materials.
their independence to make constructive and informed Records of the Directors’ participation in other CPD or
comments as to the development of the Company’s training sessions provided, if any, are maintained by the
strategy and policies by discharging their duties. The Company Secretary of the Company (the “Company
Board reviewed the relevant disclosure, confirmation and Secretary”).
declaration together with their actual time contribution,
and agreed that all Directors had taken active interests in
Supply of and Access to Information
the Group’s affairs during the year.
The Company provides the Directors with adequate
information in a timely manner that will enable them to
Continuous Professional Development make informed decisions and discharge their duties and
CP A.6.5 provides that the Company should be responsibilities properly. The Company ensures that
responsible for arranging and funding suitable training, individual Director will have separate and independent
placing an appropriate emphasis on the roles, functions access to the senior management whenever necessary,
and duties of a listed company director. During the and any queries raised by the Directors should receive a
year, the Company hosted a continuous professional prompt and full response.
development (“CPD”) session for the Directors in relation
to the proposed RMB shares listing on the Science and
Technology Innovation Board of the Shanghai Stock
Exchange Exchange (“Sci-Tech Board”). In addition,
the Company has made arrangement so that the
Directors may elect to participate in courses and topics
of their own interests. To accommodate the Directors’
development and to refresh their knowledge and skills,
so as to ensure that their contribution to the Board
would remain informed and relevant, the Directors can
submit their applications with details of the curriculum
and the relevant course fees to the Chief Executive
Officer of the Company (“CEO”). Once the training is
considered acceptable, the course fees will be fully
reimbursed when valid payment receipts are presented.
Geely Automobile Holdings Limited Annual Report 2020 037
CORPORATE
GOVERNANCE REPORT
For the notices, intended agendas, papers and materials In addition, the Company issues notices to all Directors
related to the meetings of the Board and its committees, and relevant employees of the Group reminding them
the management team provides complete, reliable to comply with the Model Code 60 days prior to the
and timely information to the Directors with proper publication of the annual results, 30 days prior to the
briefing in respect of the matters and issues being publication of the interim results, and any time when they
contemplated by the Directors at the meetings of the are in possession of or privy to any unpublished inside
Board and its committees. The Company also keeps information of the Group before it is properly disclosed
the Directors well informed of the execution status by means of announcement.
and the latest developments of the respective matters
and issues resolved by them in a timely manner. In The Company also adopted an internal policy on
addition to regular Board meetings, the Company also handling inside information which is consistent with the
provides reports in relation to the Group’s consolidated relevant requirements of the Listing Rules. The policy
management accounts and sales volume on a monthly sets out measures and procedures for the Directors
basis, and press releases together with share price and other relevant officers of the Company to assume
performance on an ad hoc basis to the Board. duty when dealing with potential inside information and
preservation of its confidentiality whenever applicable. It
also sets out guidelines for the Board to disclose timely
Securities Transactions of the Directors and the
any material inside information according to the relevant
Senior Management
statutory and regulatory requirements.
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 Insurance for Directors and Senior Management
the Listing Rules as its own guidelines for dealings in the During the year, the Company arranged liability
Company’s securities by its relevant employees. insurance for the Directors and senior management to
provide appropriate coverage based upon performance
The Directors, having been enquired specifically, of duties by such persons; the Board considered the
confirmed their compliance with the required standard insured amount was adequate. The insured amount is
set out in the Model Code during the year and there had subject to an annual review by the Audit Committee and
been no cases of non-compliance reported. As at 31 the Board.
December 2020, details of the Directors’ holding of the
Company’s securities are set out on pages 68 to 69 of
this annual report. Mr. Chiu Yeung, Adolph B. THE BOARD
(“Mr. Chiu”) was interested in 498,252 shares of the The Company is headed by the Board effectively
Company as at 31 December 2020. Save for Mr. Chiu, through its strong leadership in strategic orientations
other senior management of the Company whose and overall management of the corporate matters from a
profiles being set out on page 33 of this annual report, balanced and pragmatic standpoint.
declared that they did not hold any shares of the
Company as at 31 December 2020.
In accordance with Article 116 of the Company’s Most of the meetings of the Board and its committees
Articles of Association (the “Articles of Association”), were duly attended by a majority of the Directors through
Mr. Gui Sheng Yue, Mr. An Cong Hui, Ms. Wei Mei electronic means pursuant to the Articles of Association
and Mr. An Qing Heng will retire by rotation and being as most of the Directors’ business engagements were
eligible, will offer themselves for re-election at the in the PRC. During the year, the Directors attended the
Company’s forthcoming annual general meeting. No meetings of the Board and its committees by themselves
Directors proposed for re-election at the forthcoming and they did not appoint any alternate director. For any
annual general meeting has a service contract which Board resolution approving contract, arrangement or
is not determinable by the Group within one year any other proposal in which a Director or any of his/her
without payment of compensation (other than statutory associates has a material interest (“Interested Director”),
compensation). the Interested Director abstained from voting on the
relevant resolutions at such Board meetings and the
meetings of the Board committees, where presence of
Meetings of the Board
the non-interested independent non-executive Directors
As required by business needs, the Company held a
should be assured.
total of 4 regular Board meetings, 19 ad hoc Board
meetings, 38 meetings of the executive committee of
The following table illustrates the attendance of
the Board (“EC”), 3 meetings of the Audit Committee
each Director at the meetings of the Board and its
(“AC”), 6 meetings of the Remuneration Committee
committees, and general meetings of the Company.
(“RC”), 1 meeting of the Nomination Committee (“NC”),
The denominators indicate the number of respective
1 annual general meeting (“AGM”) and 2 extraordinary
meetings held during the year that each Director is
general meetings (“EGM”) for the financial year ended 31
entitled to attend to reflect the effective attendance rate
December 2020.
applicable to any Director(s) whom appointed and/or
resigned part way during the year.
Regular Ad hoc
Board Board EC AC RC NC
Name of Directors Meetings Meetings Meetings Meetings Meetings Meeting AGM EGMs
Executive Directors
Mr. Gui Sheng Yue (CEO) 4/4 19/19 38/38 – – 1/1 1 2/2
Independent Non-executive
Directors
Mr. Lee Cheuk Yin, Dannis 4/4 19/19 – 3/3 6/6 1/1 1 2/2
Mr. Yeung Sau Hung, Alex 4/4 19/19 – 3/3 6/6 1/1 1 2/2
Note:
The Sustainability Committee was established on 11 December 2020, and such committee did not hold any meeting from the date of its
establishment to the year-end date.
Existing Independent Non-executive Directors issues being discussed at the meetings of the Board and
Each of the independent non-executive Directors its committees and that they are encouraged to discuss
entered into a term of service of three years with the all key and appropriate issues of the Group timely.
Company under a formal letter of appointment and is The Chairman has delegated the Company Secretary
subject to retirement by rotation at least once every to draw up the agenda of the relevant meetings and
three years and offer himself for re-election at the annual circulate it to the Directors for comments, agenda items
general meeting of the Company. proposed by the Directors will then be included in the
relevant meetings for further discussion. A culture of
Having received annual confirmation from the four openness and a constructive relation between executive
independent non-executive Directors for the year ended and non-executive Directors are promoted.
factors for assessing their independence as set out in annually hold meetings with the independent non-
Rule 3.13 of the Listing Rules, the Company considers executive Directors without the presence of other
all of the independent non-executive Directors are still Directors. During the year ended 31 December 2020,
independent and they have the character, integrity, a formal meeting could not be arranged between the
independence and experience to fulfill their roles Chairman and the independent non-executive Directors
When a matter should be resolved in a meeting involving has delegated the Company Secretary to gather any
a substantial Shareholder or a Director having conflict concerns and/or questions that the independent non-
of interest that determined to be material by the Board, executive Directors might have and report to him for
the independent non-executive Directors who have no considering whether any follow-up meeting is necessary.
meetings is set out in the table on page 41 of this report. The Directors conducted the self-evaluation on their
The Remuneration Committee considered the following individual performance and contribution to both the
proposals and made recommendation to the Board Board and the Group during the year.
whenever necessary during the year:–
Under the Company’s Remuneration Policy, the
• Approved the grant of share options to the remuneration packages of the Directors and senior
eligible grantees; management are made up of the following two tiers:
1) on short-term basis – basic monthly salaries and
• Reviewed the basic monthly salary, benefits discretionary year-end bonus; and 2) on long-term
and year-end bonus of individual executive incentive basis – share option scheme and retirement
Directors with reference to their past contribution, benefits. The diversified remuneration package can
experience and duties as well as the Company’s reflect the market value of the relevant duties of the
Remuneration Policy and prevailing market Directors and senior management; encourage relevant
conditions; Directors and senior management to achieve the
corporate goal; attract and retain the experienced
• Renewed the service agreements or the letters of human resources of the Group; and provide competitive
appointment of the Directors; retirement protection.
• Approved extension of the service agreement for For the year ended 31 December 2020, the
an executive Director; and remuneration payable to members of senior
management was within the following bands:
• Reviewed the Company’s Remuneration Policy
and the terms of reference of the committee. Number of
individuals
The aggregate of the emoluments in respect of the The Nomination Committee reviews the composition
above members of senior management was as follows: of the Board on a regular basis so as to ensure that
the Board has a good balance of expertise, skills,
RMB’000 knowledge and experience which can complement the
corporate strategy of the Company. When selecting
Basic salaries and allowances 4,222
and recommending candidates for directorship, the
Retirements benefits and
committee takes into account the qualification, ability,
scheme contributions 69
working experience, leadership, professional ethics and
Share-based payment expenses 5 independence (as the case may be) of the candidates
before nominating the candidates with high caliber to the
4,296
Board for selection and appointment.
For details of Directors’ remuneration, please refer to During the year, the Nomination Committee held 1
pages 151 to 153 of this annual report. meeting. The committee reviewed the existing structure,
size and composition of the Board in accordance
Nomination Committee with the Board Diversity Policy; reviewed the Director
Nomination Policy and the Board Diversity Policy;
The role and function of the Nomination Committee is
reviewed the independence of the existing four
to determine the policy for the nomination of Directors
independent non-executive Directors; and reviewed the
with the right to seek independent professional advice
terms of reference of the committee. The attendance
at the Company’s expense if necessary. The terms of
record, on a named basis, at those meetings is set out
reference of the Nomination Committee are published on
in the table on page 41 of this report.
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’ inspection.
The Board also reviews the Board Diversity Policy at least annually or whenever as appropriate, to ensure its effectiveness.
Taking into account the vast development of the consumer products market, a range of diversity perspectives was analyzed
for the Board’s composition during the year as set out in the pie charts below.
By Gender By Ethnicity
Lady
Gentlemen Chinese
≥56 51-55
≥11
6-10
Audit Committee During the year, the Audit Committee held 3 meetings.
The role and function of the Audit Committee is to Full minutes of the Audit Committee are kept by the
investigate any activity within its terms of reference Company Secretary and were sent to all committee
fairly and independently and take appropriate follow- members for their comment and records, within a
up action if necessary; to seek any information it reasonable time after the meeting. The attendance
requires from any employee(s), whereas all employees record, on a named basis, at those meetings is set
are directed to cooperate with any request made out in the table on page 41 of this report. The Audit
by the committee; and to review and ensure that Committee considered the following businesses and/or
proper arrangements are in place for the Company’s made recommendation to the Board, when necessary,
has the right to seek independent professional advice the year ended 31 December 2019 including the
at the Company’s expense if necessary. The Audit major accounting issues raised by the external
Committee are published on the Company’s website months ended 30 June 2020;
and Corporate Governance” and the Stock Exchange’s the Company’s external auditor and approved
website (http://www.hkexnews.hk) for Shareholders’ the annual audit fee for the year ended 31
Relationship with the external auditor The Board, through its risk oversight role, ensures
Apart from meeting with the Company’s external auditor that the management establishes an effective risk
twice a year for approving the interim results and the management, consistent with the Group’s strategy
annual results, the Audit Committee also meets with and risk appetite. The management establishes risk
the external auditor in the absence of the management management policies and internal control processes to
team of the Company, including executive Directors, identify, evaluate and manage risks. Each business unit
whenever necessary to discuss any issues related to implements such policies and processes in the daily
the audit (e.g. nature and scope of the audit, key audit operations and reports significant risks identified to the
matters, reporting obligations, audit fee, nature and management regularly. The management assesses and
scope of non-audit service provided, and those arising evaluates these significant risks reported then allocates
from the audit (e.g. judgment used in the financial sufficient resources to address these risks and monitors
reporting, compliance with financial reporting and the risk management status reported from the relevant
auditing standards), etc.) so as to review and monitor business unit from time to time. The management
the independence and objectivity of the Company’s will communicate the risk management and internal
external auditor, and the effectiveness of the audit control findings to the Board for its assessment of the
process in accordance with applicable standards. effectiveness of the relevant risk management and
internal control systems of the Group.
The Group has a policy for handling and dissemination D. ACCOUNTABILITY AND AUDIT
of inside information including relevant control processes
The Directors were provided with major financial
and safeguards. The processes and safeguards are
information and the related explanation and information
implemented on a monthly basis and as needed by
of the Company that would enable them to make an
relevant department heads and the management
informed assessment. Such information would be
involved in the handling and dissemination of inside
provided on a monthly basis which includes but not
information.
limited to the background or explanatory information
relating to disclosure, budgets, forecasts and other
Sustainability Committee relevant internal financial information, such as
The Sustainability Committee was established on 11 consolidated financial statements of the Company.
December 2020 by the Board and its role and function
is to assist the Board in overseeing the Group’s The Directors acknowledge their responsibility for
development in Environmental, Social and Governance preparing the accounts of each financial period,
and provide guidance in the implementation of related which should give a true and fair view of the operating
measures to promote the Group’s sustainability. results and financial conditions of the Company, and
The terms of reference of the Sustainability for monitoring the integrity of the Company’s financial
Committee are published on the Company’s website statements and corporate communications. The
(http://www.geelyauto.com.hk) under the “Investor Directors are also aware that a balanced, clear and
Centre” of the section headed “Environmental, Social understandable assessment in the Company’s annual
and Corporate Governance” and the Stock Exchange’s and interim reports and other financial disclosures
website (http://www.hkexnews.hk) for Shareholders’ required by the Listing Rules, other regulatory and
inspection. statutory requirements should be presented. In
preparing the financial statements for the year ended
31 December 2020, the Directors have selected
Proceedings of the Sustainability Committee
appropriate accounting policies and applied them
The Sustainability Committee being chaired by an
consistently; made judgements and estimates that are
executive Director comprises three members, including
prudent and reasonable; and prepared accounts on
two executive Directors and one independent non-
a going concern basis. The reporting responsibilities
executive Director. Details of the compositions of the
of the independent external auditor of the Company
Board and its committees are set out on page 239 of
regarding the consolidated financial statements of the
this report.
Company for the year ended 31 December 2020 in the
independent auditor’s report set out on pages 96 to 101
There was no meeting of the Sustainability Committee
of this annual report.
held during the period from the date of its establishment
to the year-end date.
During the year, the Directors were not aware of any External Auditor and their Remuneration
material uncertainties relating to events or conditions Grant Thornton Hong Kong Limited, the independent
that may cast significant doubt upon the Company’s external auditor of the Company, has declared its
ability to continue as a going concern. The Board also reporting responsibilities regarding the consolidated
conducted an annual review on the effectiveness of financial statements of the Company for the year ended
the internal control system of the Group. Besides, the 31 December 2020 in the independent auditor’s report
Company has been announcing the monthly sales set out on pages 96 to 101 of this annual report.
volume figures on a voluntary basis since January 2010
to improve the information transparency. In 2020, there was no disagreement between the Board
and the Audit Committee on the re-appointment of
Long-term Strategy Grant Thornton Hong Kong Limited as well as their fees
and terms of engagement after the assessment of their
The Company’s long-term objective is to deliver
independence and objectivity conducted by the Audit
sustainable growth in Shareholders’ return and become
Committee. Grant Thornton Hong Kong Limited will
a leading global automobile group with good reputation
hold office until re-election by the Shareholders at the
and integrity, winning respects from its customers. The
forthcoming annual general meeting of the Company.
strategies adopted to achieve these goals include:
2020
E. COMPANY SECRETARY
RMB’000 The Company Secretary is an employee of the Company
and is involved in the Company’s affairs. He took more
Audit Service than 15 hours’ professional training for the year ended
Annual audit 5,944 31 December 2020.
Total 12,949
The Company Secretary, as delegated by the Chairman,
is responsible for preparing meeting agendas and
* Please refer to the Company’s announcement dated serving notices to the Board and its committees at least
10 February 2020 for details. 14 days before the regular meetings or at a reasonable
time for other ad hoc meetings, as well as ensuring the
** Please refer to the Company’s announcements dated management’s provision of relevant Board papers to the
8 July 2020 and 4 November 2020 for details. Directors at least 3 days before the meetings. By doing
so, the Directors would receive adequate, accurate,
clear, complete and reliable information in a timely
manner for effective and informed decision making.
The Company Secretary also ensures that the meetings How can Shareholders convene an extraordinary
of the Board and its committees are convened and general meeting and put forward proposals at the
constituted in accordance with all applicable laws, general meetings?
regulations and the procedural requirements set out All general meetings other than the annual general
in the Articles of Association and/or the relevant terms meeting are called extraordinary general meetings. An
of reference at all times. In addition, the Company extraordinary general meeting may be convened at the
Secretary will take minutes of the meetings and circulate request of Shareholders under the following conditions:–
5. If the Board fails to give Shareholders sufficient When dealing with enquiries, the Investor Relations
notice (i.e. not less than 21 days for the annual Department of the Company is in strict compliance with
general meeting and/or for passing of special the internal policy of the Company on inside information
resolution(s) at the extraordinary general at all times. Contact details of the Company’s principal
meeting, or not less than 14 days for passing of place of business are set out on page 240 of this
ordinary resolution(s) at the extraordinary general annual report under the section headed “Corporate
meeting), the meeting is deemed not to have Information”.
been duly convened.
The Company held its annual general meeting (“AGM”) The Company arranges for the notice to Shareholders
on 25 May 2020. Due to conflict of his schedules and to be sent for annual general meetings at least 20 clear
other prior business engagement in the PRC, Mr. Li business days before the meeting and to be sent at least
Shu Fu, the Chairman, was unable to attend the general 10 clear business days for all other general meetings.
meeting but he assigned an executive Director to
report to him on any enquiries the Shareholders might
Policy on Payment of Dividends
have after the meeting. Two executive Directors, one
Subject to the Cayman Companies Law, the Company
independent non-executive Director and the Company’s
may from time to time in general meeting declares
external auditor attended and answered questions raised
dividends in any currency to be paid to the members
by the Shareholders at the meeting physically. Four
of the Company whose names appear on the register
independent non-executive Directors and two executive
of members of the Company on a pre-determined
Directors participated the meeting via conference call.
date at the Board’s discretion as the record date for
Record of the attendance of the relevant Directors
the purpose of determining the entitlement to receive
who physically attended the AGM or participated via
payment of any dividend but no dividend shall be
conference call is set out on page 41 of this report.
declared in excess of the amount recommended by the
Board.
Voting by Poll
For any resolutions proposed by the Company at The Board may also, without convening a general
the general meetings, bundling resolutions should meeting, from time to time declare interim dividends as
be avoided. The Listing Rules stipulate that any vote appear to the Board to be justified by the profits of the
of shareholders at all general meetings would be all Company, and, in particular (but without prejudice to
taken by poll except where the chairman of the general the generality of the foregoing), if at any time the share
meetings, in good faith, decides to allow a resolution capital of the Company is divided into different classes,
which relates purely to a procedural or administrative the Board may pay such interim dividends in respect of
matter to be voted by a show of hands. those shares in the capital of the Company which confer
on the holders thereof deferred or non-preferential rights
The chairman of the general meetings will ensure that as well as in respect of those shares which confer on
an explanation is provided with the detailed procedures the holders thereof preferential rights with regard to
for conducting a poll and answer any questions from the dividend. The Board may also pay half-yearly or at other
Shareholders on voting by poll to ensure that they are intervals to be selected by it any dividend which may be
familiar with the procedures. payable at a fixed rate if the Board is of the opinion that
the profits available for distribution justify the payment.
The Board may in addition from time to time declare and
pay special dividends on shares of any class of such
amounts and on such dates as they think fit.
No dividend shall be declared or payable except out any other investments of the Company. The Board may
of the profits and reserves of the Company lawfully also without placing the same to reserve carry forward
available for distribution, including share premium. any profits which it may think prudent not to distribute
No dividend shall carry interest against the Company. by way of dividend.
The Board may, before recommending any dividend,
set aside out of the profits of the Company such Whenever the Board or the Company in general meeting
sums as it thinks fit as a reserve or reserves which has resolved that a dividend be paid or declared on the
shall, at the discretion of the Board, be applicable share capital of the Company, the Board may further
for meeting claims on or liabilities of the Company or resolve that such dividend be satisfied wholly or in part
contingencies or for paying off any loan capital or for in the form of an allotment of shares credited as fully
equalising dividends or for any other purpose to which paid up, provided that the shareholders entitled thereto
the profits of the Company may be properly applied, will be entitled to elect to receive such dividend (or part
and pending such application may, at the like discretion, thereof) in cash in lieu of such allotment. In case of the
either be employed in the business of the Company Board elects to pay the dividend in shares, the Company
or be invested in such investments as the Board may shall abide by the provisions of the articles of association
from time to time think fit, and so that it shall not be of the Company on scrip dividends.
necessary to keep any reserves separate or distinct from
G. INVESTOR RELATIONS
Constitutional documents of the Company
The Company’s memorandum and articles of association is maintained on its website (http://www.geelyauto.com.hk) under
the “Investor Centre” of the section headed “Environmental, Social and Corporate Governance” and on the website of the
Stock Exchange (http://www.hkexnews.hk) for Shareholders’ inspection. During the year, no changes have been made to
the Company’s memorandum and articles of association.
At the extraordinary general meeting of the Company held on 29 July 2020, the Company proposed to amend its
memorandum and articles of association to align with the Rules Governing the Listing of Securities at the Sci-Tech Board
and other regulations in relation to the Proposed RMB Share Issue (details are set out in the Company’s circular dated 6 July
2020). The adoption of the amended and restated memorandum and articles of association will take effect upon the listing of
the Proposed RMB Share Issue on the Sci-Tech Board.
Event Date & Time Venue Major items discussed Voting results
AGM on 25 May Regus Conference (i) received and considered the report all resolutions were
2020 (Monday) at Centre, 35/F., of the directors, audited financial duly passed by the
HKT 4:00 p.m. Central Plaza, statements and auditor’s report; Shareholders as
18 Harbour Road, ordinary resolutions
Wanchai, Hong (ii) declared a final dividend; by way of poll
Kong
(iii) re-election of directors;
Event Date & Time Venue Major items discussed Voting results
EGM on 29 July Regus Conference (i) considered and approved the all resolutions were
2020 (Wednesday) Centre, 35/F., Proposed RMB Share Issue and the duly passed by
at HKT 4:00 p.m. Specific Mandate (details are set out the independent
Central Plaza, 18
in the Company’s circular dated 6 Shareholders as
Harbour Road, July 2020, the “Circular”); ordinary resolutions or
Wanchai, Hong special resolutions by
Kong (ii) considered and approved the
authorisation to the Board to exercise way of poll
full powers to deal with matters
relating to the Proposed RMB Share
Issue (details are set out in the
Circular);
(iii) considered and approved the plan
for distribution of profits accumulated
before the Proposed RMB Share
Issue (details are set out in the
Circular);
(iv) considered and approved the
dividend return plan for the three
years after the Proposed RMB Share
Issue (details are set out in the
Circular);
(v) considered and approved the
undertakings and the corresponding
binding measures in connection
with the Proposed RMB Share Issue
(details are set out in the Circular);
(vi) considered and approved the policy
for stabilisation of the price of the
RMB Shares (details are set out in
the Circular);
(vii) considered and approved the use of
proceeds from the Proposed RMB
Share Issue (details are set out in the
Circular);
(viii) considered and approved the
remedial measures for the potential
dilution of immediate returns by the
Proposed RMB Share Issue and the
corresponding undertakings (details
are set out in the Circular);
(ix) considered and approved the adoption
of policy governing the procedures
for the holding of general meetings
and Board meetings (details are set
out in the Circular); and
(x) considered and approved the
amendments to the Memorandum
and Articles of Association (details
are set out in the Circular) and
adoption of the amended and
restated Memorandum and Articles of
Association.
Event Date & Time Venue Major items discussed Voting results
EGM on 22 Regus Conference (i) approved, ratified and confirmed all resolutions were
December 2020 Centre, 35/F., the Master CKDs and Automobile duly passed by
(Tuesday) at HKT Central Plaza, 18 Components Sales Agreement , the independent
4:00 p.m. Harbour Road, the Master CKDs and Automobile Shareholders as
Wanchai, Hong Components Purchase Agreement ordinary resolutions
Kong
and the New Powertrain Sales by way of poll
Agreement (details are set out in
the Company’s circular dated 1
December 2020), the transactions
contemplated thereunder and the
respective annual cap amounts; and
Event Date
Closure of the Company’s register of members : 18 May 2021 (Tuesday) to 24 May 2021 (Monday)
(“Book Close”) for entitlement of voting rights
at the forthcoming annual general meeting
Forthcoming annual general meeting : 24 May 2021 (Monday) at HKT 4:00 p.m. at
Room S421, Hong Kong Convention and Exhibition
Centre, 1 Expo Drive, Wanchai, Hong Kong
Book Close for entitlement of final dividend : 1 June 2021 (Tuesday) to 4 June 2021 (Friday)
REPORT ACCOUNTS
OUR COMPANY
DIRECTORS’ REPORT Particulars of important events affecting the Group that have
occurred since the end of the year ended 31 December
The directors of the Company (the “Directors”) present
2020 are set out in the Management Report – Performance &
their annual report together with the audited consolidated
Governance on pages 11 to 28.
financial statements of Geely Automobile Holdings Limited
(the “Company”, together with its subsidiaries, collectively the
The principal risks and uncertainties facing the Group are
“Group”) for the year ended 31 December 2020.
discussed below:
the new models to be launched will be well received The Group has strengthened the technological
by the market. If the new models fail to gain market cooperation with Volvo Car Corporation (“Volvo
acceptance, the Group’s brand image, business, Car”), which is majority-owned by the Group’s parent
financial condition, results of operations and prospects company, Zhejiang Geely Holding Group Company
will be materially and adversely affected. Limited (浙江吉利控股集團有限公司 or “Geely
Holding”), and has so far achieved remarkable progress
in this regard. A series of business combination and
2. It is not certain that the Group’s research and
collaboration between the Company and Volvo Car have
development capabilities, on which the Group’s
also been announced in February 2021. Such business
continued growth depends, and its research and
combination and collaboration continues to explore the
development efforts may be successful
synergetic business areas of the Company and Volvo
The automobile market is characterized by changing
Car, including powertrain, electrification, autonomous
technologies, periodic new model introductions and
driving and operational collaboration; and based upon
evolving end-user customer and industry requirements.
which, a series of new models of the Group will be
The Group’s competitors are continuously developing
introduced to strengthen the Group’s competitiveness in
automobiles that have adopted advanced technologies
the automobile market. In the meantime, the Group will
to operate more efficiently and cost effectively. The
speed up its products offering on new energy vehicles to
Group’s continued success, therefore, depends on
prepare itself for the challenge of the stringent statutory
its ability to continue developing new products that
requirement on fuel consumption standard in the future
can successfully compete with those offered by the
and the booming new energy vehicle market.
Group’s competitors in terms of design, performance
and price, which, in turn, depends largely on its
research and development capabilities. In addition, the 3. The Group is subject to product liability exposure
Group’s research and development efforts may not be which could harm its reputation and materially
successful or yield the anticipated level of economic and adversely affect its business, financial
benefits. Even if the Group’s research and development condition and results of operations
efforts are successful, the Group may not be able to The Group’s products can be exposed to potential
apply these newly developed technologies to products product liability claims if they fail to perform as expected,
that will be accepted by the market or apply them in a or are proven to be defective, or if their use causes,
timely manner to take advantage of the opportunities results in or is alleged to have caused or resulted in
presented in the market. personal injuries, project delays or damage or other
adverse effects. The Group currently does not maintain
product liability insurance to cover potential product
liability arising from the use of its products and may be
unable to obtain sufficient product liability insurance
coverage on commercially reasonable terms, or at all.
Furthermore, certain product liability claims may be the
result of defects from parts and components purchased
from third party suppliers. Such third party suppliers
may not indemnify the Group for defects as to such 4. The Group’s business, financial condition
parts and components or would only provide the Group and results of operations may be materially
with limited indemnification that is insufficient to cover and adversely affected if it fails to manage its
the Group’s damages resulting from the product liability purchase costs or obtain raw materials, parts and
claim. components on a timely basis or at reasonable
prices
Product liability claims, with or without merit, may result Although the Group usually sources important raw
in significant negative publicity and thus materially materials and parts and components from multiple
and adversely affect the marketability of the Group’s suppliers in order to achieve a stable supply, it cannot
products and its reputation, as well as its business, assure that the suppliers can always adequately serve its
financial condition and results of operations. Moreover, needs in a timely manner or at reasonable prices.
a material design, manufacturing or quality-related failure
or defect in the Group’s products or other safety issues If there is any significant increase in the prices of raw
could warrant a product recall by the Group and result materials, parts or components or if their supply is
in increased product liability claims. If authorities in the disrupted, the Group may incur additional costs to
jurisdictions in which the Group sells its products decide maintain its production schedules, which, in turn, may
that its products fail to conform to applicable quality and decrease its profitability and materially and adversely
safety requirements and standards, the Group could be affect its business, financial condition and results of
subject to regulatory actions. operations.
The Group regularly monitors the quality of its products In order to remain competitive, the Group tries to
via the collection of quality feedback from its customers manage the costs efficiently and aims to produce
and conduct of extensive product testing. Protective products at competitive costs. The Group has plan to
measures such as product recalls will be taken to rectify further reduce the costs in purchasing raw materials,
any concerns if product quality issues were to be found parts and components for production through the
to mitigate further warranty liability and ensure the implementation of cost control policies such as
compliance of the relevant product safety regulations. streamlining the supply chain and localization of
The Group will continuously strengthen the selection of production.
suppliers to ensure high quality automobile components
are used to minimize the occurrence of product quality
and safety issues.
5. Increasing competition in the PRC automobile Over the years, the Group has increased the Group’s
market and volatility of consumer demand could production capacities in anticipation of a continuous
have a material adverse effect on the Group’s increase in demand for automobiles in the PRC. Any
ability to maintain competitiveness slowdown in demand for automobiles and the intense
Increasing consumer purchasing power in the PRC competition in the PRC may lead to an inventory surplus
has resulted in significant growth in the demand for and could result in a significant under-utilization of the
automobiles. Such growth in the automobile market Group’s production capacity, which would in turn,
has encouraged, and is likely to continue to encourage, result in diminished returns to the substantial resources
foreign competitors, sino-foreign equity joint ventures invested in the expansion of the Group’s production
established in the PRC and new domestic automobiles capacities. If these events occur, the Group’s results of
companies to further expand their production capacity. operations and financial condition could be materially
The Group’s current market share and profit margin may and adversely affected.
increased competition. The pricing, recognition and products may exceed the Group’s expectation. Thus,
loyalty to the Group’s brand of products and the the Group may not have sufficient production capacity to
financial and technical resources allocated to the fulfil the customers’ demands and as a result, suffer from
Group’s products may be materially and adversely loss of revenue as the Group cannot deliver the products
The demand for automobiles in China and the rest of products with improvement in quality and more
the world is cyclical in nature and is affected by various advanced technologies and powertrain as well as
factors, including sales and financing incentives, costs enhancing its production efficiency. A series of new
of raw materials, parts and components, cost of fuel, products to be developed from the aforementioned
environmental concerns and governmental regulations, technologies of the modular architectures and set of
including tariffs, import regulation and other taxes. components, and new energy vehicle products will
Fluctuations in demand may lead to lower vehicle sales broaden the Group’s model portfolio. Meanwhile, the
and increased inventory, which may result in further Group has a robust sales and marketing strategy to
downward price pressure which will inevitably adversely respond to the dynamic market. Diversified campaigns
affect the Group’s financial condition and results of and extensive development of sales network will
6. The production and profitability of the PRC Environment-friendly performance of complete buildup
automobile manufacturers may be materially and units has always been the one of the priorities of Geely.
adversely affected by changes in the regulatory The Group pursues excellent environment-friendly
performance for each of its products by conducting
environment
in-depth researches on and exercising rigorous
The implementation of more stringent regulatory controls in terms of power research and development,
requirements in fuel efficiency, product warranty, vehicle recycling and environmental adaptation in
product recall and emissions standards in the PRC compliance with national standards. The requirements
could put tremendous cost pressure on indigenous of our complete buildup units are stricter than that
brands in the PRC. Further, more major cities in the of the national standards. In March 2021, the Group
PRC are expected to introduce local policies to restrict announced two “Blue Geely” action plans, a strategy on
intelligent energy-saving and new energy vehicles as well
new car licenses to ease traffic and combat air pollution,
as intelligent pure electric vehicles, which is in line with
thus restricting the demand for passenger vehicles. The
the international development and central government’s
impact could be even bigger for indigenous brands,
efforts put in response to environmental problems. The
where their major competitive edges in pricing could be Group believes that development of new energy vehicles
seriously undermined by the introduction of an auction is the right way for sustainability.
and lottery system to curb the growth of new vehicles.
The Group keeps watch on the environment-friendly
The Group is committed to its new energy vehicles performance of its complete buildup unit products
strategy to respond to the challenge in the fuel efficiency in terms of product research and development and
technology. Moreover, it also realizes energy-saving
and emission standards as well as taking advantage of
and emission reduction to each of its production and
the exemption of auction and lottery system granted to
operating area. Choosing locations with scientific
the new energy vehicles. The Group will also continue
approach, harnessing energy-saving technologies
its development in powertrain technologies on the and standardizing emission management, the Group
conventional vehicles to comply with the regulatory mitigates the pressure exerted to the external during the
requirements. course of its operation.
The Group follows its company mission of “Create an In addition to refining the Group’s business strategies,
exceptional mobility experience” with an aim to build up the development goal requires participation of every
staff member, customer, supplier and stakeholder. The
the core values of “People-orientated, Innovation and
Group hopes to become the pioneer to demonstrate the
Excellence”. The Group hopes to demonstrate its insight
sustainable development of the vehicle industry, national
on the sustainable development of vehicle market,
economy and society.
national economy and society and present happiness
to every individual. In this respect, the Group details its The particulars of the Group’s environment protection
manufacture from strength to strength through research policies, behavior and compliance with the relevant
and development on and design of vehicles. For the year laws and regulations that impose material influence
ended 31 December 2020, the Group complied with on the Group are set out in Environmental, Social and
the relevant laws and regulations that have a significant Governance Report of the company which will be
published on the website of Stock Exchange and the
impact on the Group.
website of the Company within five months after the year
ended 31 December 2020.
Geely Automobile Holdings Limited Annual Report 2020 065
DIRECTORS’
REPORT
Executive directors: The Company has received from each of the independent non-
Mr. Li Shu Fu (Chairman) executive directors an annual confirmation of independence
Mr. Yang Jian (Vice Chairman) pursuant to Rule 3.13 of the Listing Rules and considers all the
Mr. Li Dong Hui, Daniel (Vice Chairman) independent non-executive directors to be independent.
Mr. Gui Sheng Yue (Chief Executive Officer)
Mr. An Cong Hui
Mr. Ang Siu Lun, Lawrence
DIRECTORS’ AND CHIEF EXECUTIVES’
Ms. Wei Mei
INTERESTS AND SHORT POSITIONS IN THE
SECURITIES OF THE COMPANY AND ITS
ASSOCIATED CORPORATIONS
Independent non-executive directors:
As at 31 December 2020, the interests and short positions of
Mr. Lee Cheuk Yin, Dannis
the directors in the securities of the Company and its associated
Mr. Yeung Sau Hung, Alex
corporations, within the meaning of Part XV of the Securities
Mr. An Qing Heng
and Futures Ordinance (the “SFO”), which were required to
Mr. Wang Yang
be notified to the Company and The Stock Exchange of Hong
Kong Limited (the “Stock Exchange”) pursuant to Part XV of
In accordance with Article 116 of the Company’s Articles of
the SFO, including interest and short positions which they were
Association, Mr. Gui Sheng Yue, Mr. An Cong Hui, Ms. Wei
deemed or taken to have under such provisions of the SFO, or
Mei and Mr. An Qing Heng shall retire by rotation and being
which are required, pursuant to Section 352 of the SFO, to be
eligible, shall offer themselves for re-election at the forthcoming
entered in the register referred to therein, or which are required,
annual general meeting of the Company. No director proposed
pursuant to the Model Code for Securities Transactions by
for re-election at the forthcoming annual general meeting has a
Directors of Listed Companies contained in the Rules Governing
service contract which is not determinable by the Group within
the Listing of Securities on the Stock Exchange (the “Listing
one year without payment of compensation (other than statutory
Rules”) to be notified to the Company and the Stock Exchange
compensation).
were as follows:
Approximate
percentage or
attributable
Number or attributable percentage of
number of shares shareholding
Name of director Nature of interests Long position Short position (%)
Shares
Note:
1. Proper Glory Holding Inc. (“Proper Glory”) and its concert parties in aggregate hold interests of 4,019,478,000 shares, representing
approximately 40.95% of the total issued share capital of the Company as at 31 December 2020. Proper Glory is a private company
incorporated in the British Virgin Islands and is owned as to 68% by Geely Holding and as to 32% by Geely Group Limited.
Approximate
percentage or
attributable
Number or attributable percentage of
number of shares shareholding
Name of director Nature of interests Long position Short position (%)
Share Options
Notes:
(1) The interest relates to share options granted on 23 March 2012 by the Company to the Directors. The share options are exercisable
at a subscription price of HK$4.07 for each Share during the period from 23 March 2012 to 22 March 2022. The percentage of
shareholding is calculated on the basis that (i) the options are fully exercised; and (ii) the number of issued share capital of the
Company when the options are exercised is the same as that as 31 December 2020.
(III) Interests and short positions in the securities of the associated corporations of the Company
Approximate
Number of shares in the percentage of
Name of the associated associated corporations shareholding
Name of director corporations Long position Short position (%)
(4) Shanghai Maple Automobile Company Limited (11) Shanxi Geely Automobile Components Company
(“Shanghai Maple Automobile”) is a private company Limited is a private company incorporated in the PRC is
incorporated in the PRC and is beneficially wholly 1%-owned by Zhejiang Geely.
owned by Mr. Li Shu Fu and his associate.
(12) Zhejiang Jirun Chunxiao Automobile Components
Company Limited is a private company incorporated in
the PRC is 1%-owned by Zhejiang Geely.
Approximate
percentage of
Number of shares held shareholding
Name Nature of interests Long position Short position (%)
the PRC and is beneficially wholly owned by Mr. Li Shu Fu and at general meetings of the Company and of any other member
his associate. of the Group.
The following table discloses movements in the Company’s share options during the year:
Directors
Continuous contract
employees 18.1.2010 – 17.1.2020 4.07 34,132,000 – (33,132,000) (1,000,000) –
and (iii) Geely Holding agreed to acquire the entire registered 2020, the Company entered into a transaction with Geely
capital of Chengdu Automobile through its two wholly-owned Holding pursuant to which the Group agreed to purchase, and
subsidiaries namely 城堡汽車國際有限公司 (Castle Automobile the Geely Holding and its subsidiaries (“Geely Holding Group”)
International Limited or “Castle Automobile”) and 吉利汽車集 agreed to sell, the assets (which comprise predominantly
團有限公司 (Geely Automobile Group Company Limited or equipment for use in the Group’s research and development
“Geely Automobile”) with each holding 50% of the registered for its (including the Lynk&Co) vehicle-related products such as
capital of Chengdu Automobile for a net cash consideration of vehicle engines and transmissions, as well as a small amount
approximately RMB76.3 million. of office equipment and software system) for a maximum cash
consideration of approximately RMB744.0 million.
• Sales of complete knock down kits (“CKDs”) agreed to sell to the Group (i) the CBUs; and
and vehicle tool kits from the Group to the (ii) automobile parts and components to the
that the aforesaid connected transactions were commercial terms or on terms no less favourable
entered into (a) in the ordinary and usual course to the Group than terms available to or from
of business of the Group; (b) either on normal independent third parties; (c) in accordance
commercial terms or on terms no less favourable with the relevant agreements governing them
to the Group than terms available to or from on terms that are fair and reasonable and in the
independent third parties; (c) in accordance interests of the shareholders of the Company
with the relevant agreements governing them as a whole; and (d) had been determined to
on terms that are fair and reasonable and in the be (i) RMB76,280 million for purchases of the
interests of the shareholders of the Company CBUs and (ii) RMB295 million for purchases of
as a whole; and (d) had been determined to automobile parts and components which did not
be RMB73,787 million for sales of CKDs which exceed the annual caps of (i) RMB250,202 million
did not exceed the annual cap of RMB250,203 for purchases of CBUs; and (ii) RMB50,053
million for sales of CKDs for the year ended million for purchases of automobile parts and
31 December 2020 as approved by the Stock components for the year ended 31 December
Exchange and the independent shareholders of 2020 as approved by the Stock Exchange and
the Company. the independent shareholders of the Company.
2. EV agreement amongst the Company, Geely 3. Business travel services agreement between the
Holding and Geely Technology Group Company Company and Geely Holding (the business travel
Limited (formerly known as Geely Group services agreement has an effective term until 31
Company Limited) (“GTGL” together with its December 2021)
subsidiaries, collectively the “GTGL Group”) Pursuant to the business travel services agreement
(the EV agreement has an effective term until 31 dated 5 October 2018, the Geely Holding Group
December 2021) agreed to provide business travel and related services
Pursuant to the EV agreement dated 5 October 2018, to the Group with the largest annual cap being
the Group agreed to sell the CBUs for electric vehicles RMB661,550,000 for the three years ending 31
to the Geely Holding Group and the GTGL Group in December 2021.
accordance with the product and service specifications
set out in the EV agreement with the largest annual cap The aforesaid continuing connected transactions have
being RMB22,060,747,000 for the three years ending 31 been reviewed by the independent non-executive
December 2021. directors of the Company. The independent non-
executive directors confirmed that the aforesaid
The aforesaid continuing connected transactions have connected transactions were entered into (a) in the
been reviewed by the independent non-executive ordinary and usual course of business of the Group;
directors of the Company. The independent non- (b) either on normal commercial terms or on terms no
executive directors confirmed that the aforesaid less favourable to the Group than terms available to
connected transactions were entered into (a) in the or from independent third parties; (c) in accordance
ordinary and usual course of business of the Group; (b) with the relevant agreement governing them on terms
either on normal commercial terms or on terms no less that are fair and reasonable and in the interests of the
favourable to the Group than terms available to or from shareholders of the Company as a whole; and (d) had
independent third parties; (c) in accordance with the been determined to be RMB53 million which, did not
relevant agreement governing them on terms that are fair exceed the annual cap of RMB482 million for the year
and reasonable and in the interests of the shareholders ended 31 December 2020 as set by the Company.
of the Company as a whole; and (d) had been
determined to be RMB741 million which, did not exceed
the annual cap of RMB22,061 million for the year ended
31 December 2020 as approved by the Stock Exchange
and the independent shareholders of the Company.
4. The Volvo finance cooperation agreements by the Stock Exchange and the independent
amongst Genius AFC, VCDC and ZJSH (currently shareholders of the Company.
renamed as 沃爾沃汽車(亞太)投資控股有限公司
(Volvo Car (Asia Pacific) Investment Holding Co.,
• Retail loan cooperation agreement between
Ltd.)) (the Volvo finance cooperation agreements
Genius AFC and Volvo retail consumers (the
have an effective term until 31 December 2021)
retail loan cooperation agreement has an
(capitalised terms were defined in the circular of
effective term until 31 December 2021)
the Company dated 28 January 2016)
Pursuant to the retail loan cooperation agreement
• Wholesale facility agreement between dated 11 December 2015 and the Company’s
Genius AFC and Volvo wholesale dealers (the announcement dated 24 January 2019, dealers
wholesale facility agreement has an effective of Volvo shall recommend the retail consumers
term until 31 December 2021) to use Genius AFC for obtaining vehicle loans to
Pursuant to the wholesale facility agreement finance their purchase of Volvo-branded vehicles
dated 11 December 2015 and the Company’s with the largest annual cap being RMB12,045
announcement dated 24 January 2019, Genius million for the three years ending 31 December
cap being RMB15,107 million for the three years have been reviewed by the independent non-
The aforesaid continuing connected transactions that the aforesaid connected transactions were
have been reviewed by the independent non- entered into (a) in the ordinary and usual course
executive directors of the Company. The of business of the Group; (b) either on normal
that the aforesaid connected transactions were to the Group than terms available to or from
entered into (a) in the ordinary and usual course independent third parties; (c) in accordance
of business of the Group; (b) either on normal with the relevant agreements governing them
commercial terms or on terms no less favourable on terms that are fair and reasonable and in the
to the Group than terms available to or from interests of the shareholders of the Company
independent third parties; (c) in accordance as a whole; and (d) had been determined to
with the relevant agreements governing them be RMB4,092 million which, did not exceed
on terms that are fair and reasonable and in the the annual cap of RMB9,444 million for the
interests of the shareholders of the Company year ended 31 December 2020 as approved
as a whole; and (d) had been determined to by the Stock Exchange and the independent
5. Kandi automobile parts supply agreement 6. EV CKD supply agreement between the Company
between the Company and Kandi JV (the Kandi and Geely Holding (the EV CKD supply agreement
automobile parts supply agreement has an has an effective term until 31 December 2021)
effective term until 31 December 2021) Pursuant to the EV CKD supply agreement dated 5
Pursuant to the Kandi automobile parts supply October 2018, the Group agreed to sell to the Geely
agreement dated 5 October 2018, the Group agreed to Holding Group CKDs in accordance with the product
sell automobile parts and components to the Kandi JV specifications set out in the EV CKD supply agreement
with the largest annual cap being RMB384,621,000 for with the largest annual cap being RMB3,270,180,000
the three years ending 31 December 2021. for the three years ending 31 December 2021.
The aforesaid continuing connected transactions have The aforesaid continuing connected transactions have
been reviewed by the independent non-executive been reviewed by the independent non-executive
directors of the Company. The independent non- directors of the Company. The independent non-
executive directors confirmed that the aforesaid executive directors confirmed that the aforesaid
connected transactions were entered into (a) in the connected transactions were entered into (a) in the
ordinary and usual course of business of the Group; ordinary and usual course of business of the Group;
(b) either on normal commercial terms or on terms no (b) either on normal commercial terms or on terms no
less favourable to the Group than terms available to less favourable to the Group than terms available to
or from independent third parties; (c) in accordance or from independent third parties; (c) in accordance
with the relevant agreement governing them on terms with the relevant agreement governing them on terms
that are fair and reasonable and in the interests of the that are fair and reasonable and in the interests of the
shareholders of the Company as a whole; and (d) had shareholders of the Company as a whole; and (d) had
been determined to be RMB30 million which, did not been determined to be RMBNil which, did not exceed
exceed the annual cap of RMB296 million for the year the annual cap of RMB2,725 million for the year ended
ended 31 December 2020 as set by the Company. 31 December 2020 as set by the Company.
7. Powertrain sales agreement among the Company, 8. LYNK & CO finance cooperation agreement
領克投資有限公司 (LYNK & CO Investment between Genius AFC and 領克汽車銷售有限公
Company Limited) (“LYNK & CO”) and Geely 司 (LYNK & CO Auto Sales Company Limited)
Holding (the powertrain sales agreement has an (the LYNK & CO finance cooperation agreement
effective term until 31 December 2020) has an effective term until 31 December 2020)
Pursuant to the powertrain sales agreement dated (capitalised terms were defined in the circular of
7 November 2017, the Group agreed to sell vehicle the Company dated 8 December 2017)
engines, transmissions and related after-sales parts
• Wholesale facility agreements between
manufactured by it to LYNK & CO and its subsidiaries
Genius AFC and the LYNK & CO Dealers (as
and the Geely Holding Group with the largest annual cap
defined in the circular of the Company dated
being RMB15,661,070,000 for the three years ended
8 December 2017) (the wholesale facility
31 December 2020.
agreements have an effective term until 31
December 2020)
The aforesaid continuing connected transactions have
Pursuant to the LYNK & CO finance cooperation
been reviewed by the independent non-executive
agreement dated 3 November 2017, Genius
directors of the Company. The independent non-
AFC will provide vehicle financing to the LYNK &
executive directors confirmed that the aforesaid
CO Dealers to facilitate their purchase of LYNK
connected transactions were entered into (a) in the
& CO-branded vehicles with the largest annual
ordinary and usual course of business of the Group;
cap being RMB24,450 million for the three years
(b) either on normal commercial terms or on terms no
ended 31 December 2020.
less favourable to the Group than terms available to
or from independent third parties; (c) in accordance
with the relevant agreement 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 RMB3,430 million which, did
not exceed the annual cap of RMB15,661 million for
the year ended 31 December 2020 as approved by the
Stock Exchange and the independent shareholders of
the Company.
The aforesaid continuing connected transactions The aforesaid continuing connected transactions
have been reviewed by the independent non- have been reviewed by the independent non-
executive directors of the Company. The executive directors of the Company. The
independent non-executive directors confirmed independent non-executive directors confirmed
that the aforesaid connected transactions were that the aforesaid connected transactions were
entered into (a) in the ordinary and usual course entered into (a) in the ordinary and usual course
of business of the Group; (b) either on normal of business of the Group; (b) either on normal
commercial terms or on terms no less favourable commercial terms or on terms no less favourable
to the Group than terms available to or from to the Group than terms available to or from
independent third parties; (c) in accordance independent third parties; (c) in accordance
with the relevant agreements governing them with the relevant agreements governing them
on terms that are fair and reasonable and in the on terms that are fair and reasonable and in the
interests of the shareholders of the Company interests of the shareholders of the Company
as a whole; and (d) had been determined to be as a whole; and (d) had been determined to
RMB60 million which, did not exceed the annual be RMB5,434 million which, did not exceed
cap of RMB24,191 million for the year ended the annual cap of RMB23,295 million for the
31 December 2020 as approved by the Stock year ended 31 December 2020 as approved
Exchange and the independent shareholders of by the Stock Exchange and the independent
the Company. shareholders of the Company.
• Retail loan cooperation agreements between 9. Proton sales agreement between the Company
Genius AFC and LYNK & CO Dealers (as and Geely Holding (the Proton sales agreement
defined in the circular of the Company dated has an effective term until 31 December 2020)
8 December 2017) (the retail loan cooperation Pursuant to the Proton sales agreement dated 24
agreements have an effective term until 31 September 2018, the Group agreed to sell to the
December 2020) Geely Holding Group, CBUs, CKDs and related
Pursuant to the LYNK & CO finance cooperation after-sales parts of the Licensed Models (as defined
agreement dated 3 November 2017, Genius in the announcement of the Company dated 24
AFC agreed to enter into retail loan cooperation September 2018), with the largest annual cap being
agreements with the LYNK & CO Dealers RMB4,147,700,000 for the three years ended
pursuant to which the LYNK & CO Dealers shall 31 December 2020.
recommend the retail consumers to use Genius
AFC for the obtaining of vehicle loans to finance
their purchase of LYNK & CO-branded vehicles
with the largest annual cap being RMB23,295
million for the three years ended 31 December
2020.
The aforesaid continuing connected transactions have The aforesaid continuing connected transactions have
been reviewed by the independent non-executive been reviewed by the independent non-executive
directors of the Company. The independent non- directors of the Company. The independent non-
executive directors confirmed that the aforesaid executive directors confirmed that the aforesaid
connected transactions were entered into (a) in the connected transactions were entered into (a) in the
ordinary and usual course of business of the Group; ordinary and usual course of business of the Group;
(b) either on normal commercial terms or on terms no (b) either on normal commercial terms or on terms no
less favourable to the Group than terms available to less favourable to the Group than terms available to
or from independent third parties; (c) in accordance or from independent third parties; (c) in accordance
with the relevant agreement governing them on terms with the relevant agreement governing them on terms
that are fair and reasonable and in the interests of the that are fair and reasonable and in the interests of the
shareholders of the Company as a whole; and (d) had shareholders of the Company as a whole; and (d) had
been determined to be RMB2,421 million which, did not been determined to be RMB1,973 million which, did
exceed the annual cap of RMB4,148 million for the year not exceed the annual cap of RMB25,845 million for
ended 31 December 2020 as set by the Company. the year ended 31 December 2020 as approved by the
Stock Exchange and the independent shareholders of
the Company.
10. Automobile components procurement agreement
between the Company and Geely Holding (the
Automobile components procurement agreement 11. Geely Holding & LYNK & CO automobile parts
has an effective term until 31 December 2021) supply agreement amongst the Company, Geely
Pursuant to the Automobile components procurement Holding and LYNK & CO (the Geely Holding &
agreement dated 5 October 2018, the Group agreed LYNK & CO automobile parts supply agreement
to procure from the Geely Holding Group, automobile has an effective term until 31 December 2021)
components, with the largest annual cap being Pursuant to the Geely Holding & LYNK & CO automobile
RMB33,591,637,000 for the three years ending 31 parts supply agreement dated 5 October 2018, the
December 2021. Group agreed to supply to the Geely Holding Group the
LYNK & CO Group automobile parts and components
with the largest annual cap being RMB247,202,000 for
the three years ending 31 December 2021.
The aforesaid continuing connected transactions have The aforesaid continuing connected transactions have
been reviewed by the independent non-executive been reviewed by the independent non-executive
directors of the Company. The independent non- directors of the Company. The independent non-
executive directors confirmed that the aforesaid executive directors confirmed that the aforesaid
connected transactions were entered into (a) in the connected transactions were entered into (a) in the
ordinary and usual course of business of the Group; ordinary and usual course of business of the Group;
(b) either on normal commercial terms or on terms no (b) either on normal commercial terms or on terms no
less favourable to the Group than terms available to less favourable to the Group than terms available to
or from independent third parties; (c) in accordance or from independent third parties; (c) in accordance
with the relevant agreement governing them on terms with the relevant agreement governing them on terms
that are fair and reasonable and in the interests of the that are fair and reasonable and in the interests of the
shareholders of the Company as a whole; and (d) had shareholders of the Company as a whole; and (d) had
been determined to be RMB15 million which, did not been determined to be RMB11 million which, did not
exceed the annual cap of RMB189 million for the year exceed the annual cap of RMB104 million for the year
ended 31 December 2020 as set by the Company. ended 31 December 2020 as set by the Company.
12. LYNK & CO warehouse services agreement 13. EV finance cooperation agreement between
between the Company and the LYNK & CO (the Genius AFC and Geely Holding (the EV finance
LYNK & CO warehouse services agreement has cooperation agreement has an effective term
an effective term until 31 December 2021) until 31 December 2021) (capitalised terms were
Pursuant to the LYNK & CO warehouse services defined in the circular of the Company dated 20
agreement dated 5 October 2018, the Group agreed November 2018)
to provide to the LYNK & CO Group, warehouse
• Wholesale facility agreements between
services for the aftersales parts and other automobile
Genius AFC and the EV Dealers (as defined
components, with the largest annual cap being
in the circular of the Company dated 20
RMB182,889,000 for the three years ending 31
November 2018) (the EV wholesale facility
December 2021.
agreements have an effective term until 31
December 2021)
Pursuant to the EV finance cooperation
agreement dated 5 October 2018, Genius AFC
will provide vehicle financing to the EV Dealers
to facilitate their purchase of Geely EVs with the
largest annual cap being RMB5,406 million for
the three years ending 31 December 2021.
The aforesaid continuing connected transactions The aforesaid continuing connected transactions
have been reviewed by the independent non- have been reviewed by the independent non-
executive directors of the Company. The executive directors of the Company. The
independent non-executive directors confirmed independent non-executive directors confirmed
that the aforesaid connected transactions were that the aforesaid connected transactions were
entered into (a) in the ordinary and usual course entered into (a) in the ordinary and usual course
of business of the Group; (b) either on normal of business of the Group; (b) either on normal
commercial terms or on terms no less favourable commercial terms or on terms no less favourable
to the Group than terms available to or from to the Group than terms available to or from
independent third parties; (c) in accordance independent third parties; (c) in accordance
with the relevant agreements governing them with the relevant agreements governing them
on terms that are fair and reasonable and in the on terms that are fair and reasonable and in the
interests of the shareholders of the Company interests of the shareholders of the Company
as a whole; and (d) had been determined to as a whole; and (d) had been determined to be
be RMBNil which, did not exceed the annual RMB29 million which, did not exceed the annual
cap of RMB5,406 million for the year ended cap of RMB4,834 million for the year ended
31 December 2020 as approved by the Stock 31 December 2020 as approved by the Stock
Exchange and the independent shareholders of Exchange and the independent shareholders of
the Company. the Company.
• EV retail loan cooperation agreements 14. R&D technology support agreement and R&D
between Genius AFC and EV Dealers (as services and technology licensing agreement
defined in the circular of the Company both amongst the Company, Geely Holding and
dated 20 November 2018) (the EV retail loan the LYNK & CO (the R&D services and technology
cooperation agreements have an effective licensing agreement has an effective term until 31
term until 31 December 2021) December 2022)
Pursuant to the EV finance cooperation Pursuant to the R&D technology support agreement
agreement dated 5 October 2018, Genius AFC dated 26 November 2019 and the R&D services and
agreed to enter into EV retail loan cooperation technology licensing agreement dated 4 November
agreements with the EV Dealers pursuant to 2020, the Group agreed to provide to the Geely Holding
which the EV Dealers shall recommend the retail Group and LYNK & CO Group, R&D and related
consumers to use Genius AFC for the obtaining technological support services, including research
of vehicle loans to finance their purchase of Geely and development of new technologies and new
EVs with the largest annual cap being RMB4,834 products, technical verification and testing, technical
million for the three years ending 31 December consultation services, technical support services,
2021. technology licensing, etc., with the largest annual cap
being RMB4,047 million for the three years ending 31
December 2022.
The aforesaid continuing connected transactions have The aforesaid continuing connected transactions have
been reviewed by the independent non-executive been reviewed by the independent non-executive
directors of the Company. The independent non- directors of the Company. The independent non-
executive directors confirmed that the aforesaid executive directors confirmed that the aforesaid
connected transactions were entered into (a) in the connected transactions were entered into (a) in the
ordinary and usual course of business of the Group; ordinary and usual course of business of the Group;
(b) either on normal commercial terms or on terms no (b) either on normal commercial terms or on terms no
less favourable to the Group than terms available to less favourable to the Group than terms available to
or from independent third parties; (c) in accordance or from independent third parties; (c) in accordance
with the relevant agreement governing them on terms with the relevant agreement governing them on terms
that are fair and reasonable and in the interests of the that are fair and reasonable and in the interests of the
shareholders of the Company as a whole; and (d) had shareholders of the Company as a whole; and (d) had
been determined to be RMB886 million which, did not been determined to be RMB320 million which, did not
exceed the annual cap of RMB2,015 million for the year exceed the annual cap of RMB846 million for the year
ended 31 December 2020 as set by the Company. ended 31 December 2020 as set by the Company.
15. R&D technology support agreement and R&D 16. Operation services agreement amongst the
services and technology licensing agreement Company, Geely Holding and the LYNK & CO (the
both amongst the Company, Geely Holding and operation services agreement has an effective
the LYNK & CO (the R&D services and technology term until 31 December 2021)
licensing agreement has an effective term until 31 Pursuant to the operation services agreement dated
December 2022) 26 November 2019, the Group agreed to provide to
Pursuant to the R&D technology support agreement the Geely Holding Group and the LYNK & CO Group,
dated 26 November 2019 and the R&D services and operation services that mainly include IT, logistics,
technology licensing agreement dated 4 November finance, human resources and other administrative
2020, the Group agreed to procure from the Geely functions, with the largest annual cap being
Holding Group, R&D and related technological support RMB1,964,474,000 for the three years ending 31
services, including research and development of new December 2021.
technologies and new products, technical verification
and testing, and technical consultation services,
technical support services, technology licensing, etc.,
with the largest annual cap being RMB676 million for the
three years ending 31 December 2022.
The aforesaid continuing connected transactions have The aforesaid continuing connected transactions have
been reviewed by the independent non-executive been reviewed by the independent non-executive
directors of the Company. The independent non- directors of the Company. The independent non-
executive directors confirmed that the aforesaid executive directors confirmed that the aforesaid
connected transactions were entered into (a) in the
connected transactions were entered into (a) in the
ordinary and usual course of business of the Group;
ordinary and usual course of business of the Group;
(b) either on normal commercial terms or on terms no
(b) either on normal commercial terms or on terms no
less favourable to the Group than terms available to
less favourable to the Group than terms available to or from independent third parties; (c) in accordance
or from independent third parties; (c) in accordance with the relevant agreement governing them on terms
with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the
that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (d) had
shareholders of the Company as a whole; and (d) had been determined to be RMB79 million which, did not
exceed the annual cap of RMB207 million for the year
been determined to be RMB547 million which, did not
ended 31 December 2020 as set by the Company.
exceed the annual cap of RMB1,198 million for the year
ended 31 December 2020 as set by the Company.
18. CBUs sales agreement between the Company
and the Geely Holding (the CBUs sales agreement
17. Operation services agreement between the has an effective term until 31 December 2021)
Company and the Geely Holding (the operation
Pursuant to the CBUs sales agreement dated 26
services agreement has an effective term until 31
November 2019, the Group agreed to sell to the Geely
December 2021)
Holding Group, CBUs and related after-sales parts,
Pursuant to the operation services agreement dated components and accessories manufactured with the
26 November 2019, the Group agreed to procure from largest annual cap being RMB2,629 million for the two
the Geely Holding Group, operation services that mainly years ending 31 December 2021.
include manufacturing engineering services, construction
management services and other engineering services, The aforesaid continuing connected transactions have
with the largest annual cap being RMB269,547,000 for been reviewed by the independent non-executive
the three years ending 31 December 2021. 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 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 agreement 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 RMB477 million which, did not
exceed the annual cap of RMB1,528 million for the year
ended 31 December 2020 as set by the Company.
The Company has engaged its auditor to report on MODEL CODE FOR SECURITIES TRANSACTIONS
the aforesaid continuing connected transactions in BY DIRECTORS
accordance with Hong Kong Standard on Assurance
During the year, the Company adopted the Model Code for
Engagements 3000 (Revised) “Assurance Engagements
Securities Transactions by Directors of Listed Issuers (the
Other Than Audits or Reviews of Historical Financial
“Model Code”) as set out in Appendix 10 of the Listing Rules
Information” and with reference to Practice Note 740
as its own Code for Securities Transactions by the Officers (the
“Auditor’s Letter on Continuing Connected Transactions
“Code”). All directors of the Company have confirmed their
under the Hong Kong Listing Rules” issued by the Hong
compliance during the year with the required standards set out
Kong Institute of Certified Public Accountants. The
in the Model Code and the Code.
auditor has issued their unqualified letter containing their
findings and conclusions in respect of the continuing
connected transactions set out above in accordance PURCHASE, SALE OR REDEMPTION OF LISTED
with Listing Rules 14A.56. A copy of the auditor’s SECURITIES
letter has been provided by the Company to the Stock
Neither the Company nor any of its subsidiaries purchased, sold
Exchange.
or redeemed any of the Company’s listed securities during the
year ended 31 December 2020.
PRE-EMPTIVE RIGHTS which to the knowledge of the directors own more than 5%
of the Company’s share capital, have an interest in any of the
There are no provisions for pre-emptive rights under the
Group’s five largest customers or suppliers.
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. CORPORATE GOVERNANCE REPORT
Details of the Corporate Governance Report are set out on
In August 2010, Geely Holding completed the acquisition of the parties has been mitigated. Also, the Geely Holding’s
Volvo Car Corporation, which manufactures Volvo cars, a Letter of Undertaking made by Geely Holding has now been
range of family sedans, wagons and sport utility cars, and has fully reflected and fulfilled. For details, please refer to the
2,500 dealerships in 100 markets (the “Volvo Acquisition”). announcement of the Company published on 24 February
Although the Group is not a party to the Volvo Acquisition nor 2021.
in any discussions with Geely Holding to cooperate with Geely
Holding in relation to the Volvo Acquisition, Geely Holding has Despite the fact that the Geely Holding Group is principally
provided an irrevocable undertaking (the “Geely Holding’s engaged in similar business activities as the Group, their
Letter of Undertaking”) to the Company on 27 March 2010 respective product offerings do not overlap due to different
to the effect that upon being notified of any decision by the market positioning and target customer base of each brand
Company pursuant to a resolution approved by a majority of (see below for details), as such, the Competing Businesses of
the independent non-executive Directors, Geely Holding will, the Geely Holding Group can be defined and delineated from
and will procure its associates (other than the Group) to sell to the business of the Group by different product offerings (i.e.
the Group all or any part of the businesses and related assets high-end versus economy automobiles) and brand names.
of the Volvo Acquisition, and such transfer will be subject to the
terms and conditions being fair and reasonable, and being in In May 2017, Geely Holding has entered into a heads of
compliance with applicable requirements of the Listing Rules, agreement for the acquisition of 49.9% equity interests in
other applicable laws and regulations and other necessary Proton Holdings Bhd (the “Proton Acquisition”). Proton is
approvals and consents on terms to be mutually agreed. a producer of a range of family sedans which is active in
the Southeast Asia market and is a potential competitor of
On 10 February 2020, the Company announced that the the Group. The Proton Acquisition has been completed in
management of the Company was in preliminary discussions October 2017. Although the Group is not a party to the Proton
with the management of Volvo Car AB (publ) regarding a Acquisition, to protect the interests of the Group, Geely Holding
possible restructuring through a combination of the businesses has provided an irrevocable undertaking to the Company on
of the two companies into a strong global group that could 29 November 2017 to the effect that upon being notified of any
realise synergies in cost structure and new technology decision by the Company pursuant to a resolution resolved by
development to face the challenges in the future. a majority of the independent non-executive Directors, Geely
Holding will, and will procure its associates (other than the
On 24 February 2021, the Company announced that it will Group) to transfer to the Group all or any part of the equity/
carry out a series of business combination and collaboration in businesses and related assets of the Proton Acquisition, and
respect of powertrain, electrification, autonomous driving and such transfer will be subject to the terms and conditions being
operational collaboration with Volvo Car AB (publ) (a company fair and reasonable, and being in compliance with applicable
which is indirectly held by Geely Holding as to approximately requirements of the Listing Rules, other applicable laws and
97.8% and is the parent company of the Volvo Car Group of regulations and other necessary approvals and consents on
companies) maintaining their respective existing independent terms to be mutually agreed. Although the vehicles being
corporate structures. The Board of Directors (including the produced by Proton Holdings Bhd occupy the same market
independent non-executive Directors) of the Company is segment as that of the Group, they could be distinguished
of the view that, through such business combination and from the products of the Group in that they are right-hand
collaboration, the major potential competition between drive vehicles and are primarily being marketed to right-hand
drive markets in Southeast Asia. The Group is currently not Due to the significant differences between the Group
producing any right-hand drive vehicles and does not possess and Volvo in terms of product positioning, selling prices
any right-hand drive models. As such, Proton is considered to and other aspects, complete buildup units of the Group
be operating in a different market that can be distinguished from and Volvo target at different consumer groups. As for the
the business of the Group. automobile products, in general, consumers’ decision
over purchasing different brands of vehicle would
largely be affected by the group they belong to. For
Horizontal competition between the Group and Geely
consumers, switching between different groups would
Holding together with corporations controlled by it
be relatively difficult and longer period of time would be
The Group’s passenger vehicle products include two major
needed since it usually requires certain accumulation
brands, namely, Geely and Geometry. Except for the Group
of financial foundation and changes in their awareness,
and its subsidiaries, Geely Holding controls the principal
concepts, etc. over consumption. Therefore, the Group
businesses of research and development, production and sales
is different from Volvo in terms of the consumer group;
of passenger vehicles, and the major passenger vehicle brands
the manufacture business operated by each party
include Volvo, Lynk&Co, Lotus, and Polestar. There is no
does not constitute a competitive relationship, and the
horizontal competition that casts material and adverse impact
possibility of mutually or unilaterally transferring business
on the Group between the Group and other corporations such
opportunities is small.
as those passenger vehicle brands controlled by Geely Holding.
Details are as follows:
Having a history of nearly a century, Volvo brand has
long been reputed as the “safest vehicle”, shaping a
(1) Volvo high-end brand image throughout the world. The high-
The Group owns two major brands, namely, Geely end image and product reputation of Volvo, being a
and Geometry. Among which, Geely brand vehicles corporation which, together with the Group, is controlled
are mainly sold in the PRC, and some are exported to by Geely Holding, play an active and positive role in
developing countries in Asia, Eastern Europe and Middle enhancing the brand image and market recognition
East regions. Geely brand vehicles are positioned as of the Group and are beneficial to the enhancement
economy passenger vehicles, while Geometry brand is a of market awareness of the Group. Also, the Group
pure electric vehicle brand of the Group. and Volvo, both being a manufacture corporation
focusing on passenger vehicle as its main product,
Volvo is a luxurious global manufacture corporation create certain synergy effects in the research and
based in Northern Europe, with a high-end brand image development of related technology of complete buildup
worldwide. Volvo’s sales regions cover Europe, China, units and prospective technology. Leveraging the
the United States and other major global automobile synergies in research and development with Volvo, the
markets. Group has the opportunity to learn and acquire Volvo’s
technology accumulated over the years, which in turn
will help promote the enhancement of the Company’s
technological capability.
Opinion
We have audited the consolidated financial statements of Geely Automobile Holdings Limited (the “Company”) and its subsidiaries
(the “Group”) set out on pages 102 to 238, which comprise the consolidated statement of financial position as at 31 December
2020, 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 notes to the consolidated
financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the
Group as at 31 December 2020, and of its consolidated financial performance and its consolidated cash flows for the year
then ended in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of
Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the disclosure requirements of
Hong Kong Companies Ordinance.
Refer to note 15 to the consolidated financial statements and the accounting policies as set out in notes 4(e) and 4(k) to the
consolidated financial statements.
The key audit matter How the matter was addressed in our audit
We identified the impairment of intangible assets as a key Our audit procedures to assess the impairment testing of the
audit matter due to the judgement being made about future Group’s intangible assets by the Company’s management
results of the business in assessing the recoverable amount of included the following:
intangible assets. As at 31 December 2020, intangible assets
of RMB18,610,115,000 consisted of capitalised product – Obtained an understanding of the Group’s internal
development costs related to a single cash-generating unit controls and processes of impairment assessment;
(“CGU”).
– Assessed the valuation methodology adopted by
Management assessed whether there were any indicators that management;
the intangible assets may be impaired. Intangible assets with
impairment indicators were tested for impairment. Management – Compared the current year actual cash flows with
calculated the recoverable amount of the CGU based on value- the prior year cash flow projections to consider if the
in-use calculations using future cash flow projections. Based projections included any assumptions that were overly
on the results of the impairment assessment which involved optimistic;
significant management’s judgement and key assumptions,
including growth rate and discount rate applied to the value-in- – Assessed the reasonableness of key assumptions,
use calculations, the Company’s management has concluded including growth rate and discount rate, based on our
that there was no impairment of intangible assets for the year knowledge of the business and industry; and
ended 31 December 2020.
– Reconciled input data to supporting evidence, such as
approved budgets and considered the reasonableness
of these budgets.
Refer to note 6 to the consolidated financial statements and the accounting policies as set out in note 4(m) to the consolidated
financial statements.
The key audit matter How the matter was addressed in our audit
Revenue recognition on sales of automobiles and automobile Our audit procedures in relation to revenue recognition on
parts and components is identified as a key audit matter sales of automobiles and automobile parts and components
because of its financial significance to the consolidated included the following:
financial statements and is one of key performance indicators
of the Group. Accordingly, there may be risks of material – Understood and evaluated the internal controls and
misstatements related to revenue recognition. processes of revenue recognition on sales of automobiles
and automobile parts and components and tested its
operating effectiveness;
Other information
The directors are responsible for the other information. The other information comprises all the information included in the 2020
annual report of the Company, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The directors assisted by the Audit Committee are responsible for overseeing the Group’s financial reporting process.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
Auditor’s responsibilities for the audit of the consolidated financial statements (Continued)
As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going
concern.
• evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
Auditor’s responsibilities for the audit of the consolidated financial statements (Continued)
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, we determined those matters that were of most significance in the
audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
23 March 2021
Ng Ka Kong
Practising Certificate No.: P06919
2020 2019
Note RMB’000 RMB’000
Attributable to:
Equity holders of the Company 5,533,790 8,189,638
Non-controlling interests 40,840 71,720
The notes on pages 111 to 238 are an integral part of these consolidated financial statements. Details of dividends payable to
ordinary equity holders of the Company attributable to the profit for the year are set out in note 11.
2020 2019
RMB’000 RMB’000
Other comprehensive (expense)/income for the year, net of tax (220,348) 50,275
Attributable to:
Equity holders of the Company 5,314,681 8,239,395
Non-controlling interests 39,601 72,238
The notes on pages 111 to 238 are an integral part of these consolidated financial statements.
2020 2019
Note RMB’000 RMB’000
Non-current assets
Property, plant and equipment 14 26,574,279 27,070,318
Intangible assets 15 18,610,115 17,597,628
Land lease prepayments 16 3,042,911 3,230,845
Goodwill 17 42,806 42,806
Interests in associates 18 494,498 462,387
Interests in joint ventures 19 9,194,017 8,375,076
Trade and other receivables 21 952,356 268,899
Deferred tax assets 30 970,011 865,606
59,880,993 57,913,565
Current assets
Inventories 20 3,690,631 4,820,776
Trade and other receivables 21 27,868,232 25,844,914
Income tax recoverable 224,608 26,714
Pledged bank deposits 174,422 40,393
Bank balances and cash 18,976,843 19,281,216
50,934,736 50,014,013
Current liabilities
Trade and other payables 22 41,516,307 47,873,315
Lease liabilities 23 30,380 37,223
Income tax payable 340,190 615,894
41,886,877 48,526,432
2020 2019
Note RMB’000 RMB’000
Non-current liabilities
Trade and other payables 22 385,557 –
Lease liabilities 23 11,915 26,366
Bank borrowings 24 1,959,750 2,089,110
Bonds payable 28 1,949,735 2,060,085
Deferred tax liabilities 30 408,629 301,119
4,715,586 4,476,680
68,928,852 59,401,146
Approved and authorised for issue by the Board of Directors on 23 March 2021.
The notes on pages 111 to 238 are an integral part of these consolidated financial statements.
Balance at 1 January 2019 164,470 – 6,692,297 164,790 310,398 (32,117) 378,096 37,266,043 44,943,977 430,741 45,374,718
Total comprehensive income for the year – – – – – 49,757 – 8,189,638 8,239,395 72,238 8,311,633
Total transactions with owners 3,263 3,413,102 899,295 – 45,240 – (277,795) (2,830,851) 1,252,254 (14,139) 1,238,115
Balance at 31 December 2019 167,733 3,413,102 7,591,592 164,790 355,638 17,640 100,301 42,624,830 54,435,626 488,840 54,924,466
Balance at 1 January 2020 167,733 3,413,102 7,591,592 164,790 355,638 – 17,640 100,301 42,624,830 54,435,626 488,840 54,924,466
Total comprehensive income for the year – 137,217 – – – (148,955) (70,154) – 5,396,573 5,314,681 39,601 5,354,282
Total transactions with owners 11,939 (137,217) 6,188,733 – 352,000 – – (76,692) (2,457,956) 3,880,807 53,711 3,934,518
Balance at 31 December 2020 179,672 3,413,102 13,780,325 164,790 707,638 (148,955) (52,514) 23,609 45,563,447 63,631,114 582,152 64,213,266
The notes on pages 111 to 238 are an integral part of these consolidated financial statements.
Geely Automobile Holdings Limited Annual Report 2020 107
CONSOLIDATED STATEMENT OF
CASH FLOWS
For the year ended 31 December 2020
2020 2019
Note RMB’000 RMB’000
2020 2019
Note RMB’000 RMB’000
2020 2019
RMB’000 RMB’000
The notes on pages 111 to 238 are an integral part of these consolidated financial statements.
1. GENERAL INFORMATION
Geely Automobile Holdings Limited (the “Company”) was incorporated in the Cayman Islands as an exempted company
with limited liability. The Company’s shares are listed on the Main Board of 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 “Corporate
Information” section to the annual report. As at 31 December 2020, the directors consider the immediate holding
company of the Company is Proper Glory Holding Inc., which is incorporated in British Virgin Islands (the “BVI”). The
ultimate holding company of the Company is 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 (the “PRC”) and is beneficially owned by Mr. Li Shu Fu
and his associates.
The Company is an investment holding company. The principal activities of the Company’s subsidiaries are set out in
note 41 to the consolidated financial statements.
#
The English translation of the name of the company established in the PRC is for reference only. The official name of the
company is in Chinese.
2. STATEMENT OF COMPLIANCE
These consolidated financial statements on pages 111 to 238 have been prepared in accordance with all applicable
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”), accounting principles generally accepted in Hong Kong and
the applicable disclosure requirements of the Hong Kong Companies Ordinance.
These consolidated financial statements also comply with the applicable disclosure requirements of the Rules Governing
the Listing of Securities on the SEHK (the “Listing Rules”). Significant accounting policies adopted by the Company and
its subsidiaries (together referred to as the “Group”) is set out in note 4 below. These policies have been consistently
applied to all the years presented unless otherwise stated.
The HKICPA has issued certain new and amended HKFRSs that are first effective or available for early adoption for the
current accounting period of the Group. Note 3 provides information on any changes in accounting policies resulting
from initial application of these developments to the extent that they are relevant to the Group for the current and prior
accounting periods reflected in these consolidated financial statements.
The adoption of the amended HKFRSs had no material impact on how the results and financial position for the
current and prior periods have been prepared and presented.
1
Effective for annual periods beginning on or after 1 January 2021
2
Effective for annual periods beginning on or after 1 January 2022
3
Effective for annual periods beginning on or after 1 January 2023
4
Effective date not yet determined
5
Effective for business combination/common control combination for which the acquisition/combination
date is on or after the beginning of the first annual period beginning on or after 1 January 2022
6
Effective for annual periods beginning on or after 1 June 2020
Amendments to HKFRS 9, HKAS 39, HKFRS 7, HKFRS 4 and HKFRS 16 “Interest Rate Benchmark Reform
– Phase 2”
These amendments address the accounting issues that arise when existing interbank offered rates included in
financial instruments are replaced with alternative benchmark risk-free rates.
• Financial instruments (measured at amortised costs) where the basis for determining the contractual cash
flows changes as a result of the interest rate benchmark reform – providing a practical expedient that an
entity will not have to derecognise the carrying amount of financial instruments and recognise an immediate
gain or loss for changes solely arose from the interest rate benchmark reform, but will instead revise the
effective interest rate of the financial instruments;
• Modifications of lease liabilities as a result of the interest rate benchmark reform – providing a similar
practical expedient that lessee will remeasure the lease liability by discounting the revised lease payments
using a discount rate that reflects the change in the interest rate, instead of applying the original lease
modification guidance in HKFRS 16;
• Hedge accounting requirements — permitting changes required by the interest rate benchmark reform to be
made to hedge designations and hedge documentation without the hedging relationship being discontinued.
Any gains or losses that could arise on transition are dealt with through the normal requirements of HKFRS
9 to measure and recognise hedge ineffectiveness. In addition, it also provides a temporary relief to entities
from having to meet the separately identifiable requirement when an alternative benchmark risk-free rate
is designated as a risk component. The relief allows an entity, upon designation of the hedge, to assume
that the separately identifiable requirement is met, provided the entity reasonably expect the alternative
benchmark risk-free rate risk component to become separately identifiable within the next 24 months; and
• Additional disclosures — an entity will be required to disclose information about new risks arising from the
interest rate benchmark reform and how it manages those risks as well as additional disclosure requirements
for transitioning from interbank offered rates to alternative benchmark risk-free rates.
Amendments to HKFRS 9, HKAS 39, HKFRS 7, HKFRS 4 and HKFRS 16 “Interest Rate Benchmark Reform
– Phase 2” (Continued)
Amendments to HKFRS 9, HKAS 39, HKFRS 7, HKFRS 4 and HKFRS 16 are effective for the annual period
beginning on or after 1 January 2021 and are applied retrospectively. Earlier application is permitted.
As at 31 December 2020, the Group has several London Interbank Offered Rates bank borrowings which may
be subject to interest rate benchmark reform. The directors expect that the amendments have no material impact
on the Group’s consolidated financial statements.
The measurement basis used in the preparation of the consolidated financial statements is historical cost basis
except for certain financial assets are stated at fair value.
The preparation of financial statements in conformity with HKFRSs requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income
and expenses. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis of making
the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
Judgements made by management in the application of HKFRSs that have significant effect on the consolidated
financial statements and major sources of estimation uncertainty are discussed in note 5.
The consolidated financial statements are presented in thousands of Renminbi (“RMB’000”), which is also the
functional currency of the Company.
A subsidiary is an entity, directly or indirectly, controlled by the Group. Control is achieved when the Group 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 Group the current ability to direct the
relevant activities of the investee). When assessing whether the Group has power over the entity, only substantive
rights relating to the entity (held by the Group and others) are considered.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the
Group 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 Group gains control or up to the date when the Group ceases to control the subsidiary.
Intra-group transactions, balances and unrealised gains and losses on transactions between group companies
are eliminated in preparing the consolidated financial statements. Where unrealised losses on sales of intra-
group asset are reversed on consolidation, the underlying asset is also tested for impairment from the Group’s
perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary
to ensure consistency with the accounting policies adopted by the Group.
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 non-controlling interest’s proportionate
share of the subsidiary’s identifiable net assets for all business combinations.
Non-controlling interests are presented in the consolidated statement of financial position within equity, separately
from the equity attributable to 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.
When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interests in that
subsidiary. The profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value
of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the
assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Where certain assets
of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has
been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in
other comprehensive income and accumulated in equity are accounted for as if the Group had directly disposed of
the related assets (i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of any
investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial
recognition for subsequent accounting under HKFRS 9 “Financial Instruments” (“HKFRS 9”) or, when applicable,
the cost on initial recognition of an investment in an associate or a joint venture.
In the Company’s statement of financial position, investments in subsidiaries are carried at cost less any impairment
loss (see note 4(k)) unless the investments are held for sale or included in a disposal group. Cost also includes
direct attributable costs of investments.
The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable
at the reporting date. All dividends whether received out of the investee’s pre or post-acquisition profits are
recognised in the Company’s profit or loss.
(c) Goodwill
Goodwill arising from a business combination is recognised as an asset at the date that control is acquired (i.e.
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 Group’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 net fair value of the acquiree’s identifiable assets and liabilities
measured 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.
On disposal of a cash-generating unit, an associate or a joint venture, any attributable amount of purchased
goodwill is included in the calculation of the profit or loss on disposal.
A joint venture is an arrangement whereby the Group or the Company and other parties contractually agree to
share control of the arrangement, and have rights to the net assets of the arrangement.
An investment in an associate or a joint venture is accounted for 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 interests 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 measured and contingent liabilities assumed 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 measured over the cost of the
investment, after reassessment, is recognised immediately in profit or loss in the determination of the Group’s
share of the associate or joint venture’s profit or loss in the period in which the investment is acquired.
Where necessary, adjustments are made to the financial statements of associates and joint ventures to bring their
accounting policies in line with those used by the Group.
After the application of equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on the Group’s investments in its associates or joint ventures. At each reporting date, the Group
determines whether there is any objective evidence that the investment in an associate or a joint venture is
impaired. If such indications are identified, the Group calculates the amount of impairment as being the difference
between the recoverable amount (higher of value-in-use and fair value less costs of disposal) of the associate or
joint venture and its carrying amount. In determining the value-in-use of the investment, the Group estimates its
share of the present value of the estimated future cash flows expected to be generated by the associate or joint
venture, including cash flows arising from the operations of the associate or joint venture and the proceeds on
ultimate disposal of the investment.
The Group discontinues the use of equity method from the date when it ceases to have significant influence over
an associate or joint control over a joint venture. If the retained interest in that former associate or joint venture is a
financial asset, the retained interest is measured at fair value, which is regarded as its fair value on initial recognition
as a financial asset in accordance with HKFRS 9. The difference between (i) the fair value of any retained interest
and any proceeds from disposing of the interest in the associate or joint venture; and (ii) the carrying amount of
the investment at the date the equity method was discontinued, is recognised in the profit or loss. In addition,
the Group accounts for all amounts previously recognised in other comprehensive income in relation to that
associate or joint venture on the same basis as they would have been required if the associate or joint venture
had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other
comprehensive income by the investee would be reclassified to profit or loss on the disposal of the related assets
or liabilities, the entity reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment)
when the equity method is discontinued.
In the Company’s statement of financial position, interest in a joint venture is stated at cost less impairment losses
(see note 4(k)), unless classified as held for sale (or included in a disposal group that is classified as held for sale).
(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.
The costs capitalised 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.
Capitalised product development costs are amortised from 3 to 10 years. All other development costs are
recognised as expenses in the period in which they are incurred.
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in
which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and
all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount
of any reversal of write-down of inventories is recognised as a reduction in the amount of inventories recognised
as an expense in the period in which the reversal occurs.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
foreign exchange rate ruling at the transaction dates and not retranslated (i.e. only translated using the exchange
rates at the transaction date).
Exchange differences arising from the settlement of monetary assets and liabilities, and on the translation of
monetary assets and liabilities, are recognised in profit or loss in the period in which they arise, except for
exchange differences arising from monetary assets and liabilities 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.
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 (“RMB”)) at the exchange
rates 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 year, in which case, the exchange rates
prevailing at the dates of transactions are used. Exchange differences arising from translation of functional currency
to presentation currency, if any, are recognised in other comprehensive income and accumulated in a separate
component of equity (i.e. 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.
Financial assets
Non-equity investments held by the Group are classified into one of the following measurement categories:
– amortised cost, if the investment is held within a business model whose objective is to hold the investment
and collect its contractual cash flows and the contractual terms of the investment give rise to cash flows
that are solely payments of principal and interest on the principal amount outstanding. Interest income
from the investment is calculated using the effective interest method (note 4(m)).
– fair value through other comprehensive income (“FVOCI”) (recycling), if the contractual cash flows of the
debt investments comprise solely payments of principal and interest and the debt investments are held
within a business model whose objective is achieved by both the collection of contractual cash flows
and sale, subsequent changes in fair value are recognised in other comprehensive income, except for
the recognition in profit or loss of expected credit losses (“ECLs”), interest income (calculated using the
effective interest method) and foreign exchange gains and losses. When the investment is derecognised,
the amount accumulated in other comprehensive income and fair value reserve (recycling) is recycled from
equity to profit or loss.
Credit losses
The Group recognises a loss allowance for ECLs on the financial assets measured at amortised cost (including
bank balances and cash, pledged bank deposits and trade and other receivables (excluding notes receivable))
and debt instruments measured at FVOCI (recycling) (including notes receivable).
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of
all expected cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the
contract and the cash flows that the Group expects to receive).
The expected cash shortfalls on bank balances and cash, pledged bank deposits and trade and other receivables
(excluding notes receivable) are discounted using effective interest rate determined at initial recognition or an
approximation thereof where the effect of discounting is material.
In measuring ECLs, the Group takes into account reasonable and supportable information that is available without
undue cost or effort. This includes information about past events, current conditions and forecasts of future
economic conditions.
– 12-month ECLs: these are losses that are expected to result from possible default events within the 12
months after the reporting date; and
– lifetime ECLs: these are losses that are expected to result from all possible default events over the expected
lives of the items to which the ECL model applies.
Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs by using a simplified
approach. The Group determines the ECLs on these financial assets collectively using a provision matrix with
appropriate groupings and/or individually assessed for debtors with significant balances. Both provision matrix
and individual assessment are based on the Group’s historical credit loss experience, adjusted for factors that
are specific to the debtors and an assessment of both the current and forecast general economic conditions at
the reporting date.
For all other financial instruments, the Group recognises a loss allowance equal to 12-month ECLs unless there
has been a significant increase in credit risk of the financial instrument since initial recognition, in which case the
loss allowance is measured at an amount equal to lifetime ECLs.
– an actual or expected significant deterioration in the financial instrument’s external (if available) or internal
credit rating;
– significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit
spread, the credit default swap prices for the debtor;
– existing or forecast adverse changes in regulatory, business, financial, economic conditions, or technological
environment that are expected to cause a significant decrease in the debtor’s ability to meet its debt
obligations; and
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased
significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group
has reasonable and supportable information that demonstrates otherwise.
Despite the aforegoing, the Group assumes that the credit risk on a debt instrument has not increased significantly
since initial recognition if the debt instrument is determined to have low credit risk at the end of each reporting
period. A debt instrument is determined to have low credit risk if it has a low risk of default, the borrower has
strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic
and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to
fulfill its contractual cash flow obligations.
Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is
performed on either an individual basis or a collective basis. When the assessment is performed on a collective
basis, the financial instruments are grouped based on shared credit risk characteristics, such as past due status
and credit risk ratings.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial
recognition. Any change in the ECL amount is recognised as an impairment loss or reversal of impairment loss in
profit or loss. The Group recognises an impairment loss or reversal of impairment loss for all financial instruments
with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments
in debt securities that are measured at FVOCI (recycling), for which the loss allowance is recognised in other
comprehensive income and accumulated in the fair value reserve (recycling).
At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is
credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of
the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable events:
– it becoming probable that the borrower will enter into bankruptcy or other financial reorganisation;
– significant changes in the technological, market, economic or legal environment that have an adverse effect
on the debtor; or
– the disappearance of an active market for a security because of financial difficulties of the issuer.
Write-off policy
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no
realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have
assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in
profit or loss in the period in which the recovery occurs.
Financial liabilities
The Group’s financial liabilities include bank borrowings, bonds payable, lease liabilities and trade and other
payables.
All interest related charges are recognised in accordance with the Group’s accounting policy for borrowing costs
(see note 4(s)).
Where an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new liability, and the difference in the respective
carrying amount is recognised in profit or loss.
Interest bearing borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least twelve months after the reporting date.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the assets expired 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 consolidated statement of financial position when
the obligation specified in the relevant contract is discharged, cancelled or expired. The difference between the
carrying amount of the financial liabilities derecognised and the consideration paid or payable is recognised in
profit or loss.
Depreciation is provided to write off the cost of items of property, plant and equipment (other than construction
in progress) over their estimated useful lives less their estimated residual values, if any, using the straight-line
method as follows (excluding right-of-use assets):
Buildings 30 years
Plant and machinery 7 to 10 years
Leasehold improvements Over the shorter of the unexpired
lease terms and 3 years
Furniture and fixtures, office equipment 5 to 10 years
and motor vehicles
Accounting policy for depreciation of right-of-use asset is set out in note 4(q).
Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated
on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset
and its residual value, if any, are reviewed annually.
Gain or loss arising from the retirement or disposal of an item of property, plant and equipment are determined
as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in
profit or loss on the date of retirement or disposal.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other costs,
such as repairs and maintenance, are charged to profit or loss during the financial period in which they are incurred.
Construction in progress is stated at cost less accumulated impairment losses (see note 4(k)). 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.
– intangible assets;
– goodwill; and
– investments in subsidiaries and interest in a joint venture in the Company’s statement of financial position.
If any such indication exists, the asset’s recoverable amount is estimated. In addition, for goodwill, intangible
assets that are not yet available for use and intangible assets that have indefinite useful lives, the recoverable
amount is estimated annually whether or not there is any indication of impairment.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and value-in-use.
In assessing value-in-use, the estimated future cash flows are discounted to their present value using a
pre-tax 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). As a result, some assets, are tested individually for
impairment and some are tested at cash-generating unit level. Corporate assets are allocated to individual
cash-generating units, when a reasonable and consistent basis of allocation can be identified, or otherwise
they are allocated to the smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
An impairment loss is recognised in profit or loss if the carrying amount of an asset, or the cash-generating
unit to which it belongs, exceeds its recoverable amount. Impairment losses recognised in respect of
cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the
cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the
unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced
below its individual fair value less costs of disposal (if measurable) or value-in-use (if determinable).
In respect of assets other than goodwill, an impairment loss is reversed if there has been a favourable
change in the estimates used to determine the recoverable amount. An impairment loss in respect of
goodwill is not reversed.
A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined
had no impairment loss been recognised in prior years. Reversals of impairment losses are credited to
profit or loss in the year in which the reversals are recognised.
Under the Listing Rules, the Group is required to prepare an interim financial report in compliance with
HKAS 34 “Interim Financial Reporting”, in respect of the first six months of the financial year. At the interim
reporting date, the Group applies the same impairment testing, recognition, and reversal criteria as it would
be at the end of the financial year.
Impairment losses recognised in an interim period in respect of goodwill, are not reversed in a subsequent
period. This is the case even if no loss, or a smaller loss, would have been recognised had the impairment
been assessed only at the end of the financial year to which the interim period relates.
Sales of automobiles and automobile parts and components and scrap materials
Revenue is generally recognised at a point in time when the customers obtain possession of and control of the
promised goods in the contract. In all cases, the total transaction price for a contract is allocated amongst the
various performance obligations based on their relative stand-alone selling prices. A receivable is recognised when
the goods are delivered as this is the point in time that the consideration becomes unconditional because only
the passage of time is required before the payment is due. Revenue excludes value added tax (“VAT”) or related
sales taxes and net of discounts.
A contract liability is recognised when a customer pays consideration, or is contractually required to pay
consideration and the amount is already due, before the Group recognises the related revenue. The Group
recognised its contract liabilities under “Trade and other payables” as receipts in advance from customers in the
consolidated statement of financial position.
For a single contract with the customer, either a net contract asset or a net contract liability is presented. For
multiple contracts, contract assets and contract liabilities of unrelated contracts are not presented on a net basis.
Where the contract contains a financing component which provides a significant financing benefit to the customer
for more than 12 months, revenue is measured at the present value of the amount receivable, discounted using the
discount rate that would be reflected in a separate financing transaction with the customer, and interest income
is accrued separately under the effective interest method. Where the contract contains a financing component
which provides a significant financing benefit to the Group, revenue recognised under that contract includes the
interest expense accreted on the contract liability under the effective interest method. The Group takes advantage
of the practical expedient in paragraph 63 of HKFRS 15 “Revenue from Contracts with Customers” (“HKFRS
15”) and does not adjust the consideration for any effects of a significant financing component if the period of
financing is 12 months or less.
Sales-related warranties associated with automobiles cannot be purchased separately and are served as an
assurance that the products sold comply with agreed-upon specifications (i.e. assurance-type warranties).
Accordingly, the Group accounts for warranties in accordance with HKAS 37 “Provisions, Contingent Liabilities
and Contingent Assets”.
Services income related to sales of automobiles is recognised over time in the period in which the relevant services
have been delivered to customers.
Rental income
Accounting policies for rental income are set out in note 4(q).
Interest income
Interest income is recognised on a time proportion basis using the effective interest method. For financial assets
measured at amortised cost or FVOCI (recycling) that are not credit-impaired, the effective interest rate is applied
to the gross carrying amount of the asset.
(n) Taxation
Income tax expense comprises current tax and deferred tax.
Current tax and movement in deferred tax assets and liabilities are recognised in profit or loss except to the extent
that they relate to items recognised in other comprehensive income or directly in equity, in which case the relevant
amounts of tax are recognised in other comprehensive income or directly in equity, respectively.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating
to the current or prior reporting period, that are unpaid at the reporting date. They are calculated according to
the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the
year. All changes to current tax assets or liabilities are recognised as a component of tax expense in profit or loss.
Deferred tax is recognised on temporary 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 are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised for all deductible temporary differences, tax losses
available to be carried forward as well as other unused tax credits, to the extent that it is probable that taxable
profits will be available against which deductible temporary differences, unused tax losses and unused tax credits
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 from investments in subsidiaries,
associates and joint ventures including existing taxable temporary differences, 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 a deferred tax asset is reviewed at the reporting date and is reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilised. Any
such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.
Additional income taxes that arise from the distribution of dividends are recognised when the liability to pay the
related dividends is recognised.
Current tax balances and deferred tax balances, and movements therein, are presented separately from each
other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against
deferred tax liabilities, if the Company or the Group has the legally enforceable right to set off current tax assets
against current tax liabilities and the following additional conditions are met:
– in the case of current tax assets and current tax liabilities, the Company or the Group intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously; or
– in the case of deferred tax assets and deferred tax liabilities, if they relate to income taxes levied by the
same taxation authority on either:
(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net
basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
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 remaining vesting period is recognised immediately in profit or loss.
(i) Short term employee benefits and contributions to defined contribution retirement plans
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the
cost of non-monetary benefits are accrued and recognised as an expense in profit or loss in the year in
which the associated services are rendered by employees. Where payment or settlement is deferred and
the effect would be material, these amounts are stated at their present values.
– the contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
– the Group has the right to obtain substantially all of the economic benefits from use of the identified
asset throughout the period of use, considering its rights within the defined scope of the contract;
and
– the Group has the right to direct the use of the identified asset throughout the period of use. The
Group assesses whether it has the right to direct ‘how and for what purpose’ the asset is used
throughout the period of use.
For contracts that contain a lease component and one or more additional lease or non-lease components,
the Group allocates the consideration in the contract to each lease and non-lease component on the
basis of their relative stand-alone prices. However, for leases of office and factory premises and plant and
machinery in which the Group is a lessee, the Group elected not to separate non-lease components and
will instead account for the lease and non-lease components as a single lease component.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date
to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term unless the
Group is reasonably certain to obtain ownership at the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicator exists.
At the commencement date, the Group measures the lease liability at the present value of the lease
payments unpaid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental borrowing rate.
Subsequent to initial measurement, the liability will be reduced for lease payments made and increased
for interest cost on the lease liability. It is remeasured to reflect any reassessment or lease modification,
or if there are changes in in-substance fixed payments.
When the lease is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit
or loss if the right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases using the practical expedients. Instead of
recognising a right-of-use asset and lease liability, the payments in relation to these leases are recognised
as an expense in profit or loss on a straight-line basis over the lease term. Short-term leases are leases
with a lease term of 12 months or less.
On the consolidated statement of financial position, right-of-use assets have been included in “Property,
plant and equipment”, the same line as it presents the underlying assets of the same nature that it owns.
The prepaid lease payments for leasehold land are presented as “Land lease prepayments” under non-
current assets.
Refundable rental deposits paid are accounted for under HKFRS 9 and initially measured at fair value.
Adjustments to fair value at initial recognition are considered as additional lease payments and included
in the cost of right-of-use assets.
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to
ownership of the underlying asset, and classified as an operating lease if it does not.
The Group also derives rental income from operating leases of certain portion of its building and plant and
machinery. Rental income is recognised on a straight-line basis over the term of lease.
The government grants relating to the purchase of land lease prepayments, 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.
Government grants relating to income is presented in gross under “Other income” in the consolidated income
statement.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits
is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of
one or more future uncertain events not wholly within the control of the Group, are also disclosed as contingent
liabilities unless the probability of outflow of economic benefits is remote.
Perpetual capital securities with no contractual obligation to repay its principal or to pay any distribution are
classified as part of equity.
Incremental costs of obtaining a contract are those costs (e.g. an incremental sales commission) that the Group
incur to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.
Incremental costs of obtaining a contract are capitalised when incurred if the costs relate to revenue which will
be recognised in future reporting period and the costs are expected to be recovered. Other costs of obtaining a
contract are expensed when incurred.
Costs to fulfil a contract are capitalised if the costs relate directly to an existing contract or to a specifically
identifiable anticipated contract; generate or enhance resources that will be used to provide goods or services in
the future; and are expected to be recovered. Costs that relate directly to an existing contract or to a specifically
identifiable anticipated contract may include direct labour, direct materials, allocations of costs, costs that are
explicitly chargeable to the customer and other costs that are incurred only because the Group entered into the
contract (for example, payments to sub-contractors). Other costs of fulfilling a contract, which are not capitalised
as inventories, property, plant and equipment or intangible assets, are expensed as incurred.
Capitalised contract costs are stated at cost less accumulated amortisation and impairment losses. Impairment
losses are recognised to the extent that the carrying amount of the contract cost asset exceeds the net of (i)
remaining amount of consideration that the Group expects to receive in exchange for the goods or services to
which the asset relates, less (ii) any costs that relate directly to providing those goods or services that have not
yet been recognised as expenses.
Amortisation of capitalised contract costs is charged to profit or loss when the revenue to which the asset relates
is recognised. The accounting policy for revenue recognition is set out in note 4(m).
(a) the party, is a person or a close member of that person’s family and that person:
(iii) is a member of the key management personnel of the Group or of a parent of the Group.
(b) 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 an associate or joint venture of a
member of a group of which the other entity is a member).
(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.
(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).
(viii) the entity, or any members of a group of which it is a part, provides key management personnel
services to the Group or the Company’s parent.
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.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments
have similar economic characteristics and are similar in respect of the nature of products and services, the nature
of production processes, the type or class of customers, the methods used to distribute the products or provide
the services, and the nature of the regulatory environment. Operating segments which are not individually material
may be aggregated if they share a majority of these criteria.
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.
As at 31 December 2020 and 2019, the carrying amounts of trade and other receivables are set out in note 21. During
the year ended 31 December 2020, impairment loss of RMB8,594,000 (2019: RMB38,242,000) are recognised on trade
and other receivables.
Impairment of investments
The Group assesses annually and at each interim reporting date if interests in associates and joint ventures (notes 18 and
19) have suffered any impairment in accordance with HKAS 36. Details of the approach are stated in the accounting policy
as set out in note 4(d). 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. No impairment loss was provided for interests in associates and joint ventures during the year (2019: RMBNil).
Income taxes
Subsidiaries of the Group are subject to income taxes according to different tax rates of different regions in the PRC. As
certain tax affairs are pending from the confirmation of relevant tax authorities, the Group shall make reliable estimates
and judgements for the expected tax adjustments and amounts resulting from such affairs based on the current tax
laws and relevant policies. Subsequently, if differences exist between the initial estimates of such affairs and the actual
amount of tax payable due to certain objective reasons, such difference will affect the taxes for the current period and
tax payables of the Group. Details of income tax are set out in note 10.
Deferred tax
As at 31 December 2020, deferred tax assets of RMB114,483,000 (2019: RMB190,095,000) in relation to unused tax
losses have been recognised in the Group’s consolidated statement of financial position. No deferred tax asset has
been recognised in respect of the remaining tax losses of RMB1,786,814,000 (2019: RMB1,715,741,000) as well as the
deductible temporary differences of RMB600,766,000 (2019: RMB1,554,322,000) due to the unpredictability of future
profit streams. The realisability of the deferred tax asset mainly depends on whether sufficient future profits or taxable
temporary differences will be available in the future. In cases where the actual future profits generated are less or more
than expected, a material reversal or further recognition of deferred tax assets may arise, which would be recognised in
the profit or loss for the period in which such a reversal or further recognition takes place. Deferred tax assets relating
to certain temporary differences and tax losses are recognised when management considers it is probable that future
taxable profits will be available against which the temporary differences or tax losses can be utilised.
Write-down of 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 product-by-product
basis and makes allowances by reference to the latest market prices and current market conditions. No inventories were
written down during the year (2019: RMBNil).
Meanwhile, the Group invested in LYNK & CO Investment Co., Ltd.# (“LYNK & CO Investment”) 領克投資有限公司 as at
31 December 2020 and 2019. Unanimous consent from the Group and the two remaining shareholders of LYNK & CO
Investment (the “JV Parties”) or unanimous resolution of all directors (present in person or represented by proxy for the
board meeting) of LYNK & CO Investment for certain key corporate matters is needed. Therefore, LYNK & CO Investment
is under the joint control of the Group and the JV Parties. Accordingly, the investment in LYNK & CO Investment is
classified as a joint venture of the Group and accounted for using equity method.
Also, the Group invested in Zhejiang Geely AISIN Automatic Transmission Company Limited# (“Zhejiang AISIN”) 浙江吉
利愛信自動變速器有限公司 as at 31 December 2020 and 2019. Unanimous resolution of all directors of Zhejiang AISIN
for certain key corporate matters is needed. Therefore, Zhejiang AISIN is a joint venture company of the Group and its
financial results were accounted for using the equity method.
#
The English translation of the names of the companies established in the PRC is for reference only. The official names of these
companies are in Chinese.
Geely Automobile Holdings Limited Annual Report 2020 141
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
6. REVENUE
Revenue represents sales of automobiles and automobile parts and components, provision of research and development
and related technological support services and licensing of intellectual properties, net of VAT or related sales taxes and
net of discounts.
2020 2019
RMB’000 RMB’000
92,113,878 97,401,248
92,113,878 97,401,248
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 chief operating decision-maker has been identified as the executive directors of the Company collectively, who
determine the operating segments of the Group and review the Group’s internal reporting in order to assess performance
and allocate resources. All of the Group’s business operations relate to the production and sales of automobiles,
automobile parts and related automobile components, provision of research and development and related technological
support services and licensing of related intellectual properties with similar economic characteristics. Accordingly, the
executive directors review the performance of the Group as a single business segment. No separate analysis of the
segment results by reportable segment is necessary.
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 (including right-of-use assets), intangible assets, interests in associates
and joint ventures, goodwill and land lease prepayments (“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 assets in the case of property, plant
and equipment (including right-of-use assets) and land lease prepayments, the location of the operations to which they
are allocated in the case of intangible assets and goodwill, and the location of operations of associates and joint ventures
in the case of interests in associates and joint ventures.
2020 2019
RMB’000 RMB’000
92,113,878 97,401,248
57,958,626 56,779,060
8. OTHER INCOME
2020 2019
RMB’000 RMB’000
1,039,382 1,224,666
Note: Government grants and subsidies mainly related to cash subsidies from government in respect of operating and research and
development activities which are either unconditional grants or grants with conditions having been satisfied.
2020 2019
RMB’000 RMB’000
Finance costs
Effective interest expenses on bonds payable (note 28) 3,564 3,574
Coupon expense on bonds payable 74,913 75,271
Interest on discounted notes receivable 30,854 –
Interest on lease liabilities 2,852 3,557
Interest on bank borrowings wholly repayable within five years 54,796 45,178
166,979 127,580
Finance income
Bank and other interest income (375,301) (235,601)
5,850,583 6,037,655
2020 2019
RMB’000 RMB’000
Notes:
(a) Cost of inventories included RMB5,823,152,000 (2019: RMB4,979,329,000) relating to staff costs and depreciation, which
amounts were also included in the respective total amounts disclosed separately for each of these types of expenses.
(b) Due to the impact of COVID-19, a number of policies including the relief of social insurance have been promulgated by the
government since February 2020 to expedite resumption of economic activities, which resulted in the relief of certain contributions
to defined contribution scheme during the year ended 31 December 2020.
10. TAXATION
2020 2019
RMB’000 RMB’000
Current tax:
– PRC enterprise income tax 891,023 1,590,840
– (Over)/Under-provision in prior years (36,351) 2,978
854,672 1,593,818
Deferred tax (note 30) 11,676 (218,908)
866,348 1,374,910
Hong Kong profits tax has not been provided as the Hong Kong incorporated companies within the Group had no
estimated assessable profits in Hong Kong for the years ended 31 December 2020 and 2019.
The income tax provision of the Group in respect of its operations in the PRC has been calculated at the applicable tax
rate on the estimated assessable profits for the year based on the existing legislation, interpretations and practises in
respect thereof. The PRC enterprise income tax rate is 25% (2019: 25%).
Pursuant to the relevant laws and regulations in the PRC, certain PRC subsidiaries of the Group obtained the High and
New Technology Enterprises qualification. Accordingly, they enjoyed a preferential income tax rate of 15% for the years
ended 31 December 2020 and 2019.
According to relevant laws and regulations promulgated by the State Administration of Taxation of the PRC that was
effective from 2018, enterprises engaging in research and development activities were entitled to claim 175% of their
research and development costs so incurred as tax deductible expenses when determining their assessable profits for
that year (“Super Deduction”). The Group made its best estimate for the Super Deduction to be claimed for the Group’s
PRC subsidiaries in ascertaining their assessable profits for the years ended 31 December 2020 and 2019.
The share of results of associates and joint ventures in the consolidated income statement is after income taxes accrued
in the appropriate income tax jurisdictions.
Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
2020 2019
RMB’000 RMB’000
Tax at the PRC enterprise income tax rate of 25% (2019: 25%) 1,610,245 2,409,067
Tax effect of expenses not deductible 56,913 155,487
Tax effect of non-taxable income (188,839) (112,523)
Tax effect of unrecognised tax losses 75,429 26,777
Utilisation of previously unrecognised tax losses (67,218) (46,527)
Tax effect of different tax rates of entities operating in other jurisdictions (55,151) 12,686
Deferred tax charge on distributable profits withholding tax (note 30) 87,299 23,080
Effect of tax concessions and lower tax rates for certain PRC subsidiaries (397,901) (884,788)
Super Deduction for research and development costs (218,078) (211,327)
(Over)/Under-provision in prior years (36,351) 2,978
The Group is also liable to withholding tax on dividends to be distributed from the Group’s subsidiaries in the PRC in
respect of their profits generated from 1 January 2008. Deferred tax liabilities of RMB87,299,000 (2019: RMB23,080,000)
were 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) Dividends payable to ordinary equity holders of the Company attributable to the year:
2020 2019
RMB’000 RMB’000
The final dividend proposed after the reporting date has not been recognised as a liability as at 31 December 2020.
Profit for the year attributable to equity holders of the Company 5,533,790 8,189,638
Distribution paid on perpetual capital securities (137,217) –
2020
Retirement Equity settled
Discretionary Rental scheme share–based
Name of directors Fees Salaries bonus allowance contribution Sub-total payments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note (i))
Executive directors
Mr. An Cong Hui 9 – – – – 9 – 9
Mr. Ang Siu Lun, Lawrence – 3,538 843 – 32 4,413 – 4,413
Mr. Gui Sheng Yue
(Chief Executive Officer) – 3,815 909 605 32 5,361 – 5,361
Mr. Li Dong Hui, Daniel (Vice Chairman) 9 – – – – 9 36 45
Mr. Li Shu Fu (Chairman) – 347 – – 16 363 – 363
Ms. Wei Mei 9 – – – – 9 26 35
Mr. Yang Jian (Vice Chairman) 9 – – – – 9 – 9
Independent
non-executive directors
Mr. An Qing Heng 161 – – – – 161 – 161
Mr. Lee Cheuk Yin, Dannis 161 – – – – 161 – 161
Mr. Wang Yang 161 – – – – 161 – 161
Mr. Yeung Sau Hung, Alex 161 – – – – 161 – 161
Executive directors
Mr. An Cong Hui 9 – – – – 9 – 9
Mr. Ang Siu Lun, Lawrence – 3,093 680 – 32 3,805 – 3,805
Mr. Gui Sheng Yue (Chief Executive Officer) – 3,336 733 588 32 4,689 – 4,689
Mr. Li Dong Hui, Daniel (Vice Chairman) 9 – – – – 9 67 76
Mr. Li Shu Fu (Chairman) – 343 – – 16 359 – 359
Ms. Wei Mei 9 – – – – 9 48 57
Mr. Yang Jian (Vice Chairman) 9 – – – – 9 – 9
Non-executive director
Mr. Carl Peter Edmund Moriz
Forster (note (ii)) – – – – – – – –
Mr. Carl Peter Edmund Moriz Forster waived his director fee during the year ended 31 December 2019. No other
director waived any emoluments during the years ended 31 December 2020 and 2019.
Notes:
(i) 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 policy for equity settled
share-based payments as set out in note 4(o) 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.
(ii) Mr. Carl Peter Edmund Moriz Forster resigned as a non-executive director of the Company on 21 August 2019.
2020 2019
RMB’000 RMB’000
4,416 4,286
The emoluments of the three (2019: three) individuals with the highest emoluments are within the following bands:
2020 2019
Number of Number of
individuals individuals
HK$1,000,001 – HK$1,500,000 2 2
HK$1,500,001 – HK$2,000,000 – 1
HK$2,500,001 – HK$3,000,000 1 –
3 3
COST
At 1 January 2019 5,874,583 8,111,206 12,732,596 16,909 1,492,710 28,228,004
Additions 3,502,399 138,014 – 1,384 194,617 3,836,414
Transfer (8,910,197) 2,034,325 6,345,185 – 530,687 –
Disposals – (1,458) (103,152) – (44,493) (149,103)
Acquisition through business
combination (note 35) 1,711,180 – – – 2,128 1,713,308
Disposed of through disposal of
subsidiaries (note 36) (8,389) (381,694) (186,282) – (16,288) (592,653)
DEPRECIATION
At 1 January 2019 – 947,725 3,168,175 7,396 613,370 4,736,666
Charge for the year – 232,964 961,038 3,566 240,882 1,438,450
Written back on disposals – (43) (53,303) – (31,612) (84,958)
Disposed of through disposal of
subsidiaries (note 36) – (103,057) (12,424) – (9,025) (124,506)
The Group has obtained the right to use office and factory premises and plant and machinery through the tenancy
agreements. The leases typically run on an initial period of one to three years. The Group makes fixed payments during
the contract period. During the year ended 31 December 2020, the total additions to right-of-use assets related to
buildings, plant and machinery were RMB22,776,000 (2019: RMB32,929,000) and RMB47,950,000 (2019: RMBNil),
respectively, which included in property, plant and equipment.
The title certificates of certain buildings with an aggregate carrying value of RMB966,055,000 (2019: RMB3,304,026,000)
are yet to be obtained as at 31 December 2020. The directors of the Company are of the opinion that the relevant
certificates would be obtained in the near future, the Group is entitled to lawfully and validly occupy and use the
buildings, and therefore the aforesaid matter did not have any significant impact on the Group’s financial positions as
at 31 December 2020 and 2019.
COST
At 1 January 2019 19,100,643
Additions 4,606,090
Acquisition through business combination (note 35) 356,393
Disposed of through disposal of subsidiaries (note 36) (471,582)
Written off (79,176)
AMORTISATION
At 1 January 2019 4,107,455
Charge for the year 2,216,685
Disposed of through disposal of subsidiaries (note 36) (330,224)
Written off (79,176)
The amortisation charge for the year is included in “Administrative expenses” in the consolidated income statement.
The land lease prepayments fall into the scope of HKFRS 16 “Leases” (“HKFRS 16”) as they meet the definition of right-
of-use assets.
The land use right certificates of certain lands with an aggregate carrying value of RMB403,225,000 (2019:
RMB1,231,679,000) are yet to be obtained as at 31 December 2020. The directors of the Company are of the opinion
that the relevant certificates would be obtained in the near future, the Group is entitled to lawfully and validly occupy and
use the lands, and therefore the aforesaid matter did not have any significant impact on the Group’s financial positions
as at 31 December 2020 and 2019.
17. GOODWILL
2020 2019
RMB’000 RMB’000
Carrying amount
At 1 January 42,806 26,414
Arising from business combination (note 35) – 16,392
The carrying amount of goodwill is allocated to the cash-generating units of manufacturing of (a) complete knock down
kits and (b) vehicle engines. The recoverable amounts of the cash-generating units are determined based on value-in-
use calculations. These calculations use cash flow projections based on financial budgets approved by management.
The cash flows are discounted using a discount rate which is pre-tax and reflects specific risks relating to the relevant
segments. The values assigned to the key assumptions on market development and discount rates are consistent with
external information sources. During the year ended 31 December 2020, the directors of the Company conducted a
review of goodwill and no impairment loss in respect of goodwill has been recognised (2019: RMBNil).
494,498 462,387
Represented by:
Cost of unlisted investments 459,935 411,708
Share of post-acquisition results and other comprehensive income 82,098 71,255
Impairment loss recognised (3,349) (4,012)
Exchange realignment (44,186) (16,564)
494,498 462,387
Place of Particulars of
establishments Form of business issued and paid up Attributable equity interest held
Name of associates and operations structure registered capital by the Group Principal activities
2020 2019
Mando (Ningbo) Automotive Parts PRC Incorporated United States dollars 35% 35% Manufacturing of
Co., Limited (“Mando (Ningbo)”)
#
(“US$”) 85,000,000 automobile parts
萬都(寧波)汽車零部件有限公司 and components
Closed Joint Stock Company Republic of Incorporated Belarusian Ruble 36.3% 36.3% Production,
BELGEE (“BELGEE”) Belarus (“BYN”) 182,079,000 marketing and
(“Belarus”) sales of vehicles
Times Geely Power Battery Company PRC Incorporated RMB101,000,000 49% – Research and
Limited (“Times Geely”)
#
development,
時代吉利動力電池有限公司 manufacture and
sales of battery
cells, battery
modules and
battery packs
#
The English translation of the names of the companies established in the PRC is for reference only. The official names of these
companies are in Chinese.
During the year ended 31 December 2020, the Group and CATL Battery contributed RMB49,490,000 and RMB51,510,000,
respectively, to Times Geely. Details of the capital commitments as at 31 December 2020 and 2019 are set out in note 31.
During the year ended 31 December 2019, BELGEE effected an increase in registered capital whereby the Group
and other investors injected additional capital to BELGEE amounting to BYN6,071,000 (equivalent to approximately
RMB20,493,000) and BYN9,783,000 (equivalent to approximately RMB33,024,000), respectively. Upon the completion of
the capital increase, the registered capital of BELGEE was changed from BYN166,225,000 (equivalent to approximately
RMB619,446,000) to BYN182,079,000 (equivalent to approximately RMB672,963,000).
#
The English translation of the names of the companies established in the PRC is for reference only. The official names of the
companies are in Chinese.
Summarised financial information of Mando (Ningbo), the Group’s material associate, adjusted for any differences in
accounting policies, and reconciled to the carrying amount in the consolidated financial statements, are disclosed below:
2020 2019
RMB’000 RMB’000
Reconciliation of the above summarised financial information to the carrying amount of the Group’s interests in Mando
(Ningbo) recognised in the consolidated financial statements:
2020 2019
RMB’000 RMB’000
2020 2019
RMB’000 RMB’000
Aggregate amounts of the Group’s share of profit for the year 33,960 33,285
Aggregate amounts of the Group’s share of other comprehensive expense
for the year (27,622) –
Aggregate carrying amount of the Group’s interests in these associates 240,142 184,314
Represented by:
Cost of unlisted investments 7,279,102 7,279,102
Unrealised gain on disposal of a subsidiary to a joint venture (14,943) (14,943)
Share of post-acquisition results and other comprehensive income 1,929,858 1,110,917
9,194,017 8,375,076
Place of
establishments Form of business Particulars of Proportion of ownership interest
Name of joint ventures and operations structure registered capital held by the Group Principal activities
2020 2019
Genius Auto Finance Company Limited#* PRC Incorporated RMB4,000,000,000 80% 80% Vehicles financing business
(“Genius AFC”)
吉致汽車金融有限公司
LYNK & CO Investment Co., Ltd.# PRC Incorporated RMB7,500,000,000 50% 50% Manufacturing and sales of
(“LYNK & CO Investment”) vehicles under the “Lynk &
領克投資有限公司 Co” brand
Zhejiang Geely AISIN Automatic PRC Incorporated US$117,000,000 40% 40% Manufacturing and sale of
Transmission Company Limited# front-wheel drive 6-speed
(“Zhejiang AISIN”) automatic transmissions
浙江吉利愛信自動變速器有限公司 and related parts and
components
#
The English translation of the names of the companies established in the PRC is for reference only. The official names of the
companies are in Chinese.
Zhejiang AISIN
On 24 April 2018, the Group entered into a joint venture agreement with AISIN AW Co., Ltd. (“AISIN AW”), an independent
third party and a subsidiary of AISIN SEIKI Company Limited, pursuant to which the parties agreed to establish a joint
venture company, Zhejiang AISIN. Pursuant to the joint venture agreement, the Group and AISIN AW will contribute to
the capital of Zhejiang AISIN by cash as to 40% (equivalent to US$46,800,000) and 60% (equivalent to US$70,200,000),
respectively. The board of directors of Zhejiang AISIN was setup according to the shareholding ratio by the shareholders.
Pursuant to the joint venture agreement, unanimous resolution of all directors for certain key corporate matters is required.
Therefore, Zhejiang AISIN is a joint venture company of the Group and its financial results were accounted for in the
consolidated financial statements of the Group using the equity method.
During the year ended 31 December 2019, the Group and the joint venture partner contributed US$32,800,000 (equivalent
to approximately RMB231,580,000) and US$49,200,000 (equivalent to approximately RMB347,370,000), respectively,
to Zhejiang AISIN.
Genius AFC
Genius AFC was established in August 2015, and was held as to 80% by the Company and as to 20% by BNP Paribas
Personal Finance (“BNPP PF”) which engages in the vehicle financing business in the PRC. Pursuant to the joint venture
agreement, the board of directors was setup according to the respective shareholding ratio, unanimous consent from the
Company and BNPP PF is required as either certain key corporate matters of Genius AFC require a positive vote from
BNPP PF or unanimous resolution of all directors of Genius AFC. Therefore, Genius AFC is under the joint control of the
Company and BNPP PF. Both of the Group and BNPP PF have the rights to the net assets of Genius AFC. Accordingly,
the investment in Genius AFC was recognised as a joint venture of the Group and accounted for using the equity method.
On 11 August 2020, BNPP PF served a written notice to the Company on the exercise of the call option associated
with the joint venture agreement (the “Call Option”) pursuant to which, subject to the agreement on the exercise price
and other terms, BNPP PF will acquire from the Company such additional equity interest in Genius AFC to increase its
equity interest in Genius AFC up to 50%.
As at 31 December 2020, the exercise price of the Call Option and the exact percentage of equity interest in Genius
AFC to be acquired by BNPP PF have not been determined and are subject to agreement by the parties. Please refer
to the Company’s announcement dated 12 August 2020 for further details.
During the year ended 31 December 2019, the registered capital of Genius AFC had been increased by RMB2,000,000,000
from RMB2,000,000,000 as at 31 December 2018 to RMB4,000,000,000 as at 31 December 2019 whereby the
Company and BNPP PF injected additional capital in proportional to their existing shareholding to Genius AFC amounted
to RMB1,600,000,000 and RMB400,000,000, respectively.
As at 31 December 2020, the aggregate bank balances deposited by the Group with Genius AFC amounted to
approximately RMB5,303,717,000 (2019: RMB5,134,810,000).
#
The English translation of the names of the companies established in the PRC is for reference only. The official names of the
companies are in Chinese.
Net assets of the joint ventures 714,171 755,538 9,083,143 8,583,125 5,477,150 4,745,301
The Group’s effective interests in the joint
ventures 40% 40% 50% 50% 80% 80%
20. INVENTORIES
(a) Inventories in the consolidated statement of financial position comprise:
2020 2019
RMB’000 RMB’000
3,690,631 4,820,776
(b) The analysis of the amount of inventories recognised as an expense and included in profit or loss
is as follows:
2020 2019
RMB’000 RMB’000
24,556,546 19,763,838
596,864 277,245
Deposits paid for acquisition of property, plant and equipment 164,359 457,691
Other contract costs (c) 359,283 –
Utility deposits and other receivables 675,949 1,270,529
VAT and other taxes receivables 2,207,356 4,304,742
4,003,811 6,310,207
Amounts due from related companies controlled by the
substantial shareholder of the Company (d) 260,231 39,768
4,264,042 6,349,975
28,820,588 26,113,813
Representing:
– Current 27,868,232 25,844,914
– Non-current 952,356 268,899
28,820,588 26,113,813
2020 2019
RMB’000 RMB’000
2,729,500 1,832,396
For overseas customers, the Group allows credit periods ranged from 30 days to 720 days. Ageing analysis of the
trade receivables of the overseas customers, based on invoice date and net of loss allowance, at the reporting
date was as follows:
2020 2019
RMB’000 RMB’000
1,201,496 720,919
The Group manages its notes receivable using the business model whose objective is achieved by both collecting
contractual cash flows and selling of these assets. Accordingly, notes receivable are classified as financial assets
at FVOCI (recycling) in accordance with HKFRS 9 and are stated at fair value. The fair value is based on the net
present value as at 31 December 2020 and 2019 from expected timing of endorsements and discounting at the
interest rates for the respective notes receivable. The fair value is within level 2 of the fair value hierarchy.
As at 31 December 2020, the Group endorsed certain notes receivable accepted by banks in the PRC (the
“Endorsed Notes”) with a carrying amount of RMB646,804,000 (2019: RMB296,644,000) to certain of its suppliers
in order to settle the trade payables due to such suppliers (the “Endorsement”). In the opinion of the directors, the
Group has retained the substantial risks and rewards, which include default risks relating to such Endorsed Notes,
and accordingly, it continued to recognise the full carrying amounts of the Endorsed Notes and the associated
trade payables settled. Subsequent to the Endorsement, the Group did not retain any rights on the use of the
Endorsed Notes, including the sale, transfer or pledge of the Endorsed Notes to any other third parties. As at 31
December 2020, the aggregate carrying amount of the trade payables settled by the Endorsed Notes during the
year to which the suppliers have recourse was RMB646,804,000 (2019: RMB296,644,000).
As at 31 December 2020, the Group discounted and endorsed certain notes receivable accepted by banks in
the PRC (the “Derecognised Notes”) to certain banks in order to obtain additional financing or to certain of its
suppliers in order to settle the trade payables due to such suppliers with a carrying amount in aggregate of
RMB24,756,861,000 (2019: RMB27,551,871,000). The Derecognised Notes had a maturity of less than one
year (2019: less than six months) at the end of the reporting period. In accordance with the Law of Negotiable
Instruments in the PRC, the holders of the Derecognised Notes have a right of recourse against the Group if
the PRC banks default (the “Continuing Involvement”). In the opinion of the directors, the Group has transferred
substantially all risks and rewards relating to the Derecognised Notes. Accordingly, it has derecognised the full
carrying amounts of the Derecognised Notes and the associated liabilities. The maximum exposure to loss from
the Group’s Continuing Involvement in the Derecognised Notes and the undiscounted cash flows to repurchase
these Derecognised Notes is equal to their carrying amounts.
Further details on the Group’s credit policy and credit risk arising from trade receivables, other financial assets
measured at amortised cost and debt instruments at FVOCI (recycling) are set out in note 39.
30,229,369 33,757,981
Other payables
Receipts in advance from customers (c)
– Third parties 2,589,346 4,940,701
– Associates 5,004 –
– Joint ventures 965 –
– Related companies controlled by the substantial shareholder
of the Company 195,696 –
2,791,011 4,940,701
Deferred government grants which conditions have not been
satisfied 900,000 1,459,964
Payables for acquisition of property, plant and equipment 2,528,125 2,795,722
Accrued staff salaries and benefits 1,282,871 1,253,715
VAT and other taxes payables 711,812 145,941
Other accrued charges and payables (d) 3,130,626 3,519,291
11,344,445 14,115,334
Amounts due to related companies controlled by the substantial
shareholder of the Company (e) 328,050 –
11,672,495 14,115,334
41,901,864 47,873,315
Representing:
– Current 41,516,307 47,873,315
– Non-current 385,557 –
41,901,864 47,873,315
2020 2019
RMB’000 RMB’000
29,918,096 31,524,701
Trade payables are non-interest bearing. The average credit period on the settlement of purchase invoice is 60 days.
As at 31 December 2020 and 2019, the Group has no pledged bank deposits to secure the notes payable.
2020 2019
RMB’000 RMB’000
2,791,011 4,940,701
Receipts in advance from customers outstanding at the beginning of the year amounting to RMB4,940,701,000
(2019: RMB1,890,772,000) have been recognised as revenue during the year.
The transaction price allocated to the remaining unsatisfied or partially satisfied performance obligations as at the
reporting date was as follows:
2020 2019
RMB’000 RMB’000
457,576 –
As permitted under HKFRS 15, the above transaction price allocated to the unsatisfied contracts does not include
performance obligation from the Group’s contracts with customers for the sales of automobiles, automobile parts
and components that have an original expected duration of one year or less.
2020 2019
RMB’000 RMB’000
43,006 66,669
Future finance charges on lease liabilities (711) (3,080)
42,295 63,589
Less: Portion due within one year included under current liabilities (30,380) (37,223)
Portion due after one year included under non-current liabilities 11,915 26,366
During the year ended 31 December 2020, the total cash outflows for the leases are RMB72,165,000 (2019: RMB55,639,000).
Office and factory Buildings in “Property, 10 (2019: 13) 1 to 2 years • Not contain any renewal
premises plant and equipment” (2019: 1 to and termination options
3 years) • Fixed payments during the
contract period
Plant and machinery Plant and machinery in 1 (2019: Nil) 1 year • All lease payments are
“Property, plant and (2019: Nil) prepaid upon entering the
equipment” contract (note 36)
• Not contain any renewal
and termination options
As at 31 December 2020 and 2019, the Group’s bank borrowings were carried at amortised cost, repayable in July 2022
and interest-bearing at the London Interbank Offered Rates plus 0.95% per annum. Pursuant to the facility agreement,
it will be an event of default if Mr. Li Shu Fu is (i) no longer the single largest beneficial shareholder of the Company, or
(ii) no longer beneficially owns at least 25% of the issued share capital of the Company. In case of an event of default,
the bank may by notice to the Company (a) cancel the loan facility, (b) declare that all or part of the loan, together with
accrued interest, be immediately due and payable, and/or (c) declare that all or part of the loans be payable on demand.
As at 31 December 2020 and 2019, none of the covenants relating to drawn down facilities had been breached.
Further details of the Group’s management of liquidity risk were set out in note 39.
Authorised:
Ordinary shares of HK$0.02 each
At 31 December 12,000,000,000 246,720 12,000,000,000 246,720
Notes:
(a) During the year ended 31 December 2020, share options were exercised to subscribe for 49,629,000 ordinary shares (2019:
185,385,000 ordinary shares) of the Company at a consideration of approximately RMB197,814,000 (2019: RMB639,453,000)
of which approximately RMB888,000 (2019: RMB3,263,000) was credited to share capital and approximately RMB196,926,000
(2019: RMB636,190,000) was credited to the share premium account. As a result of the exercise of share options, share option
reserve of RMB65,722,000 (2019: RMB263,105,000) has been transferred to the share premium account in accordance with
the accounting policy set out in note 4(o).
(b) On 29 May 2020, the Company entered into a placing agreement (the “Placing Agreement”) with placing agents, to procure
not less than six placees who are independent third parties to the Company to subscribe for 600,000,000 placing shares
at the placing price of HK$10.8 per placing share (the “Placing”). All conditions of the Placing Agreement were fulfilled. The
Placing was completed and fully subscribed on 5 June 2020. The gross proceeds from the Placing amounted to approximately
HK$6,480,000,000 (equivalent to approximately RMB5,967,432,000) and the related directly attributable expenses were
approximately HK$32,899,000 (equivalent to approximately RMB30,296,000).
As the Securities do not contain any contractual obligation to pay cash or other financial assets, in accordance with HKAS
32 “Financial Instruments: Presentation”, they are classified as equity for accounting purpose. Any distributions made
by the Issuer to the holders of the Securties will be deducted directly to equity in the consolidated financial statements.
27. RESERVES
(a) Share premium
Share premium represents the excess of the net proceeds from issuance of the Company’s shares over its par value.
The Bonds are listed on Singapore Exchange Securities Trading Limited. They constitute direct, unconditional,
unsubordinated and (subject to the terms and conditions of the Bonds) unsecured obligations of the Company and shall at
all times rank pari passu and without any preference among themselves. The payment obligations of the Company under
the Bonds shall, save for such exceptions as may be provided by applicable law and subject to the terms and conditions
of the Bonds, at all times rank pari passu with all its other present and future unsecured and unsubordinated obligations.
The carrying amount of the Bonds at initial recognition net of transaction costs amounted to US$297,296,000 (equivalent
to approximately RMB1,927,161,000) and the effective interest rate was 3.825% per annum. The Bonds were measured
at amortised cost at the reporting date.
The movements of the Bonds during the year are set out below:
2020 2019
RMB’000 RMB’000
Carrying amount
At 1 January 2,060,085 2,047,822
Exchange differences (113,914) 8,689
Interest expenses 3,564 3,574
Total changes from financing cash flows (2,805,760) (36,956) 642,462 (74,802) (2,275,056)
Total changes from financing cash flows (2,120,977) (38,172) (54,796) (76,347) (2,290,292)
Note:
2020 2019
RMB’000 RMB’000
The deferred tax assets have been offset against certain deferred tax liabilities in the consolidated statement of financial
position as they are related to the same entity and related to tax levied by the same tax authority. The amounts recognised
in the consolidated statement of financial position are as follows:
2020 2019
RMB’000 RMB’000
Withholding tax is imposed on dividends declared in respect of profits earned by the PRC subsidiaries from 1 January
2008 onwards. Deferred tax liabilities have 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. Deferred tax liabilities have not been recognised in respect of temporary differences relating
to the post-2007 profits earned by the PRC subsidiaries amounting to approximately RMB15,130,460,000 (2019:
RMB13,752,541,000).
31. COMMITMENTS
Capital commitments
As at the reporting date, the capital commitments not provided for in the consolidated financial statements were as follows:
2020 2019
RMB’000 RMB’000
2,119,686 3,384,492
Note:
On 12 June 2019, Shanghai Maple Guorun Automobile Company Limited# 上海華普國潤汽車有限公司 (“Shanghai Maple Guorun”), an
indirect 99% owned subsidiary of the Company, entered into an investment agreement (the “Investment Agreement 2”) with LG Chem
Ltd. (“LG Chem”), an independent third party, pursuant to which the parties agreed to establish a joint venture company (the “JV”) to
principally engage in the production and sales of batteries for electric vehicles. Pursuant to the terms of the Investment Agreement
2, the JV will be owned as to 50% by Shanghai Maple Guorun and as to 50% by LG Chem. The registered capital of the JV will be
US$188,000,000, and will be contributed as to 50% (equivalent to US$94,000,000) and 50% (equivalent to US$94,000,000) by Shanghai
Maple Guorun and LG Chem, respectively. As at 31 December 2020, the formation of the JV was not yet completed. Please refer to
the Company’s announcement dated 12 June 2019 for further details.
#
The English translation of the name of the company established in the PRC is for reference only. The official name of the
company is in Chinese.
2020 2019
RMB’000 RMB’000
As at 31 December 2020 and 2019, the Group leases a number of office and factory premises which are qualified to be
accounted for under short-term lease exemption under HKFRS 16. Details of the leases are set out in note 23.
As lessor
As at the reporting date, the total future minimum lease receipts in respect of certain portion of buildings and plant and
machinery under non-cancellable operating leases are receivable as follows:
2020 2019
RMB’000 RMB’000
Buildings
– Within one year 5,557 3,026
– After one year but within two years 284 1,518
– After two years but within three years – 10
– After three years but within four years – 10
– After four years but within five years – 10
– After five years – 15
5,841 4,589
– 6,218
5,841 10,807
Leases are negotiated and rental are fixed for an initial period of one to five years (2019: two to ten years).
For members of the MPF Scheme, the Group contributes 5% of the employees’ relevant income to the MPF Scheme. Both
the employer’s and the employees’ contributions are subject to a maximum of monthly relevant income of HK$30,000
(equivalent to RMB25,000) per employee. Contributions to the plan vest immediately.
The employees of the Company’s subsidiaries in the PRC are members of a state-managed retirement benefit scheme
operated by the government of the PRC. The subsidiaries are required to contribute a fixed percentage of the employees’
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 subsidiaries in other overseas countries to defined contribution superannuation
funds in accordance with the relevant laws and regulations in those countries.
During the year, the aggregate employer’s contributions made by the Group amounted to RMB299,469,000 (2019:
RMB394,121,000).
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.
Unless approved by the 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 ten 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 five business days from the date of offer, the offer is delivered to that
participant and the amount payable on acceptance of each share option is HK$1.
For those share options granted after 1 January 2010 and prior to 1 January 2015, one-tenth of share options granted
will vest in every year from the grant date with one-tenth of options being vested immediately at the date of grant. For
those share options granted after 1 January 2015, none of the share options will be vested in the first year, one-fourth
of share options granted will vest in every year after the first year of the grant date.
The subscription price for the shares under the Scheme is a price determined by the directors, but not less than the
highest of (i) the closing price of shares as stated on the SEHK on the date of the offer of grant; (ii) the average closing
price of the shares as stated on the SEHK’s daily quotations sheet for the five trading days immediately preceding the
date of the offer of grant; and (iii) the nominal value of the shares.
No options may be granted under the Scheme after the date of the tenth anniversary of its adoption.
2020
Exercise price Outstanding at Granted during Exercised during Forfeited during Outstanding at
Exercisable period per share 1 January the year the year the year 31 December
HK$
Directors
2,400,000 – – – 2,400,000
2020 (Continued)
Granted Exercised Forfeited
Outstanding at during the during the during the Outstanding at
1 January year year year 31 December
HK$ HK$ HK$ HK$ HK$
2019
Transfer upon
Exercise price Outstanding at Exercised during the Forfeited during the appointment or Outstanding at
Exercisable period per share 1 January year year resignation 31 December
HK$
Directors
Mr. Ang Siu Lun, Lawrence 18 January 2010 to 4.07 11,000,000 (11,000,000) – – –
17 January 2020
9 January 2016 to 2.79 5,000,000 (5,000,000) – – –
8 January 2020
Mr. An Cong Hui 18 January 2010 to 4.07 4,700,000 (4,700,000) – – –
17 January 2020
Mr. An Qing Heng 9 January 2016 to 2.79 630,000 (630,000) – – –
8 January 2020
Mr. Gui Sheng Yue 18 January 2010 to 4.07 11,500,000 (11,500,000) – – –
17 January 2020
9 January 2016 to 2.79 6,000,000 (6,000,000) – – –
8 January 2020
Mr. Li Dong Hui, Daniel 23 March 2012 to 4.07 3,500,000 (2,100,000) – – 1,400,000
22 March 2022
Ms. Wei Mei 18 January 2010 to 4.07 900,000 (900,000) – – –
17 January 2020
23 March 2012 to 4.07 5,000,000 (4,000,000) – – 1,000,000
22 March 2022
Mr. Yang Jian 18 January 2010 to 4.07 9,000,000 (9,000,000) – – –
17 January 2020
Mr. Lee Cheuk Yin, Dannis 18 January 2010 to 4.07 100,000 (100,000) – – –
17 January 2020
9 January 2016 to 2.79 250,000 (250,000) – – –
8 January 2020
Mr. Yeung Sau Hung, Alex 18 January 2010 to 4.07 100,000 (100,000) – – –
17 January 2020
9 January 2016 to 2.79 250,000 (250,000) – – –
8 January 2020
Mr. Carl Peter Edmund 9 January 2016 to 2.79 1,000,000 (400,000) – (600,000) –
Moriz Forster 8 January 2020
Mr. Wang Yang 9 January 2016 to 2.79 1,000,000 (1,000,000) – – –
8 January 2020
2019 (Continued)
Transfer upon
Exercise price Outstanding at Exercised during the Forfeited during the appointment or Outstanding at
Exercisable period per share 1 January year year resignation 31 December
HK$
2019 (Continued)
Outstanding at Exercised during Forfeited during Outstanding at
1 January the year the year 31 December
HK$ HK$ HK$ HK$
Weighted average exercise price per share 4.17 3.92 4.07 4.93
The fair value of services received in return for share options granted is measured by reference to the fair value of share
options granted. The estimate of the fair values were measured based on Binomial Option Pricing Model. The inputs
into the model are as follows:
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. Expected dividends are based on historical dividends. Changes in the subjective input assumptions could
materially affect the fair value estimate.
The Group recognised a total expense of RMB4,095,000 (2019: RMB5,459,000) for the year ended 31 December 2020
in relation to share options granted by the Company and the share-based payments were shown as a separate line item
on the consolidated income statement.
Share options were granted under a service condition. This condition has not been taken into account in the grant date fair
value measurement of the services received. There was no market conditions associated with the share options granted.
(a) Transactions
Name of related parties Nature of transactions 2020 2019
RMB’000 RMB’000
Related companies
(notes a and b)
Zhejiang Geely Automobile Sales of complete knock down kits and 32,324,576 30,448,662
Company Limited # vehicle tool kits (note d)
浙江吉利汽車有限公司 Sales of complete buildup units, complete 1,134,549 2,654,787
knock down kits and related after-sales
parts (Proton Sales Agreement) (note d)
Purchase of complete buildup units (note d) 33,878,372 31,504,052
Claims income on defective materials 203,181 283,222
purchased
Claims paid on defective materials sold 157,485 219,976
Sales of automobile parts and components 13,525 –
(note d)
Zhejiang Haoqing Automobile Sales of complete knock down kits and 36,487,866 50,199,036
Manufacturing Company vehicle tool kits (note d)
Limited# Purchase of complete buildup units (note d) 37,847,042 49,725,051
浙江豪情汽車製造有限公司 Claims income on defective materials 259,276 382,986
purchased
Claims paid on defective materials sold 247,856 382,525
Sales of complete buildup units, complete 879,963 –
knock down kits and related after-sales
parts (Proton Sales Agreement) (note d)
Sales of automobile parts and components 6,105 –
(note d)
Related companies
(notes a and b)
Geely Automobile Group Disposal of subsidiaries (note d) (note 36) 729,387 507,135
Company Limited (formerly Operational service fee (note d) 62,601 30,653
known as Zhejiang Geely Operational service income (note d) 19,368 –
Automobile Industry
Company Limited)#
吉利汽車集團有限公司
(前稱浙江吉利汽車實業有
限公司)
Related companies
(notes a and b)
Ningbo Geely Automobile Sales of powertrain and related 30,072 20,812
R&D Company Limited #
components (note d)
寧波吉利汽車研究開發有限 Purchase of automobile parts and 11,440 8,259
公司 components (note d)
License fee income receivable (note d) 470,000 480,000
Research, development and technology 427,795 44,693
support service income (note d)
Research, development and technology 76,172 26,025
support service fee (note d)
Operational service income (note d) 58,539 48,652
Sales of automobile parts and components 4,977 –
(note d)
Purchase of complete buildup units (note d) 2,336 –
Research, development and technology 394,982 –
licensing service income (note d)
Research, development and technology 242,380 –
licensing service fee (note d)
Acquisition of property, plant and 334,087 –
equipment (note i)
Purchase of automobile components – 8,953
(Automobile Components Procurement
Agreement) (note d)
Sales of complete knock down kits and – 3,027
vehicle tool kits (note d)
Related companies
(notes a and b)
Hangzhou Geely New Energy Sales of complete buildup units (electric – 175,785
Automobile Sales Company vehicles) (note d)
Limited#
杭州吉利新能源汽車銷售有
限公司
Xiamen Geely Automobile Sales of complete buildup units (electric 4,677 82,400
Sales Company Limited #
vehicles) (note d)
廈門吉利汽車銷售有限公司
Related companies
(notes a and b)
Hubei Ecarx Company Purchase of automobile components 846,059 1,158,939
Limited #
(Automobile Components Procurement
湖北億咖通科技有限公司 Agreement) (note d)
Shenzhen Geely Automobile Sales of complete buildup units (electric 49,614 460,311
Sales Company Limited #
vehicles) (note d)
深圳吉利汽車銷售有限公司
Shanxi New Energy Sales of complete knock down kits and 1,810,793 2,462,823
Automobile Industrial vehicle tool kits (note d)
Company Limited# Purchase of complete buildup units (note d) 1,570,447 2,115,574
山西新能源汽車工業有限公
司
Zhejiang Geely Business Business travel services expenses (note d) 53,310 103,087
Services Company Limited#
浙江吉利商務服務有限公司
Related companies
(notes a and b)
Fengsheng Automobile Sales of automobile parts and components 29,756 546
(Jiangsu) Company Limited (note d)
(formerly known as Kandi
Electric Vehicles Jiangsu
Co., Ltd.)#
楓盛汽車(江蘇)有限公司
(前稱康迪電動汽車江蘇有
限公司)
Related companies
(notes a and b)
Shanghai Meihuan Trade Sales of complete buildup units, complete 406,802 67,989
Company Limited# knock down kits and related after-sales
上海美寰貿易有限公司 parts (Proton Sales Agreement) (note d)
Sales of powertrain and related 3,563 –
components (note d)
Operational service income (note d) 71,420 –
Guangzhou Geely New Sales of complete buildup units (electric 44,736 447,162
Energy Automobile Sales vehicles) (note d)
Company Limited#
廣州吉利新能源汽車銷售有
限公司
Fuzhou Geely Emgrand New Sales of complete buildup units (electric 11,323 150,311
Energy Automobile Sales vehicles) (note d)
Company Limited#
福州吉利帝豪新能源汽車銷
售有限公司
Zhejiang Xuan Fu Automatic Sales of complete knock down kits (note d) 1,779 –
Transmission Company Purchase of automobile components – 15,609
Limited# (Automobile Components Procurement
浙江軒孚自動變速器有限公 Agreement) (note d)
司
Related companies
(notes a and b)
Xian Geely New Energy Sales of complete buildup units (electric 52,387 188,876
Automobile Sales Company vehicles) (note d)
Limited#
西安吉利新能源汽車銷售有
限公司
Taizhou Haoqing Automobile Sales of complete knock down kits (note d) 9,768 10,441
Sales Company Limited #
台州豪情汽車銷售有限公司
Related companies
(notes a and b)
Zhejiang Zhihui Puhua Sales of complete buildup units (electric – 45,310
Financial Leasing Company vehicles) (note d)
Limited#
浙江智慧普華融資租賃有限
公司
Zhejiang Jizhi New Energy Sales of automobile parts and components 1,744 –
Automobile Technology (note d)
Company Limited# Sales of complete knock down kits (note d) – 930
浙江吉智新能源汽車科技有
限公司
Related companies
(notes a and b)
Geely Changxing Automatic Sales of powertrain and related 2,258 937
Transmission Company components (note d)
Limited# Research, development and technology 21,117 –
吉利長興自動變速器有限 support service income (note d)
公司
Microcity Electric Automobile Sales of complete knock down kits (note d) – 5,769
Services (Taizhou)
Company Ltd.#
左中右電動汽車服務(台州)
有限公司
Related companies
(notes a and b)
Guiyang Geely Engines Purchase of automobile components 132,708 –
Company Limited #
(Automobile Components Procurement
貴陽吉利發動機有限公司 Agreement) (note d)
Acquisition of property, plant and 132,709 –
equipment (note e)
Hefei Geely New Energy Sales of complete buildup units (electric 7,762 –
Automobile Sales Company vehicles) (note d)
Limited#
合肥吉利新能源汽車銷售
有限公司
Related companies
(notes a and b)
Taizhou Geely Luoyou Acquisition of property, plant and 153,152 –
Engines Company Limited #
equipment (note e)
台州吉利羅佑發動機有限公
司
Changsha Geely New Energy Sales of complete buildup units (electric 268,671 –
Automobile Sales Company vehicles) (note d)
Limited#
長沙吉利新能源汽車銷售
有限公司
Putian Geely New Energy Sales of complete buildup units (electric 1,178 –
Automobile Sales Company vehicles) (note d)
Limited#
莆田市吉利新能源汽車銷售
有限公司
Related companies
(notes a and b)
Geely Changxing New Energy Operational service income (note d) 5,320 –
Automobile Company
Limited#
吉利長興新能源汽車有限公
司
Related companies
(notes a and b)
Zhejiang Juke Industrial Purchase of automobile components 2,016 –
Company Limited #
(Automobile Components Procurement
浙江巨科實業有限公司 Agreement) (note d)
Related companies
(notes a and b)
Ningbo Juntai Automobile Sales of automobile parts and components 1,473 –
Sales Service Company (note d)
Limited#
寧波駿泰汽車銷售服務有限
公司
Related companies
(notes a and b)
Jinan Geely Automobile Sales of automobile parts and components 1,828 –
Company Limited# (“Jinan (note d)
Geely Group”)
濟南吉利汽車有限公司
(note g)
Associates
Joint ventures
LYNK & CO Automobile Sales Sales of powertrain and related 2,142 3,202
Company Limited #
components (note d)
領克汽車銷售有限公司 Storage fees for provision of warehouse 10,666 22,826
services (note d)
Purchase of complete buildup units (note d) 12,372 –
Operational service income (note d) 157,535 –
Yuyao LYNK & CO Auto Parts Sales of powertrain and related 585,725 22,215
Company Limited #
components (note d)
余姚領克汽車部件有限公司 Purchase of automobile components 1,301 –
(Automobile Components Procurement
Agreement) (note d)
Research, development and technology 26,204 –
licensing services income (note d)
Operational service income (note d) 11,969 –
Joint ventures
Chengdu Lynk & Co Operational service income (note d) 2,487 –
Automobile Company
Limited#
成都領克汽車有限公司
Zhejiang Geely Holding Group Sales of automobile parts and components 1,127 –
Company Limited (“Geely
#
(note d)
Holding”) Operational service income (note d) 3,396 –
浙江吉利控股集團有限公司 Disposal of a subsidiary (note d) (note 36) 76,272 –
#
The English translation of the names of the companies established in the PRC is for reference only. The official names
of these companies are in Chinese.
(a) The Group and the related companies are under the common control of the substantial shareholder of the Company’s
ultimate holding company.
(b) 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 license and therefore the sales of complete knock down kits and vehicle tool kits to
and purchase of complete buildup units 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.
(c) The related party transactions were conducted in the Group’s normal course of business and at prices and terms no
less than those charged to and contracted with other third parties of the Group.
(d) The related party transactions constitute connected transactions or continuing connected transactions as defined in
Chapter 14A of the Listing Rules. The disclosures required by Chapter 14A of the Listing Rules are disclosed in “Directors’
Report” section to the annual report.
(e) Pursuant to the acquisition agreement dated 5 October 2018, the Company entered into a transaction with Geely Holding,
pursuant to which the Group agreed to acquire and the Geely Holding Group agreed to sell the assets comprising
predominantly imported equipment for use in the Group’s production and research and development, as well as a small
amount of office equipment and software system for a maximum consideration of approximately RMB679,871,000.
(f) YW Geely had been acquired by the Group in July 2019 (note 35). The transactions represented sales and purchases
before acquisition.
(g) Jinan Geely Group had been disposed by the Group in December 2019 (note 36). The transactions represented sales
and purchases after disposal.
(h) Chengdu Automobile had been disposed by the Group in July 2020 (note 36). The transactions represented sales and
purchases after disposal.
(i) Pursuant to the acquisition agreement dated 4 November 2020, the Company entered into a transaction with Geely
Holding, pursuant to which the Group agreed to acquire and the Geely Holding Group agreed to sell the assets comprising
predominantly imported equipment for use in the Group’s production and research and development, as well as a small
amount of office equipment and software system for a maximum consideration of approximately RMB743,918,000.
2020 2019
RMB’000 RMB’000
22,546 22,670
The remuneration of directors and key management personnel are determined by the remuneration committee
having regard to the performance of individuals and market trends. Total remuneration is included in “staff costs”
(see note 9(b)).
Other than the material related party transactions disclosed above, no other transaction, arrangement or contract of
significance to which the Company was a party and in which a director of the Company or a connected entity of the
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.
Pre-acquisition Recognised
carrying Fair value values on
amounts adjustments acquisition
RMB’000 RMB’000 RMB’000
16,392
(320,689)
As a result of the acquisition, the Group is expected to increase its manufacturing capacity to meet the increasing demand
of automobiles in the PRC, as well as enhancing its production capabilities. Goodwill arose because the consideration paid
included amounts in relation to the revenue growth and future market development of the businesses acquired. These
benefits are not recognised separately from goodwill, because they do not meet the recognition criteria for identifiable
intangible assets. Goodwill arising from the acquisition is not expected to be deductible for tax purpose.
YW Geely has contributed revenue of RMBNil and loss of RMB15,243,000, respectively from the acquisition date to 31
December 2019.
If the acquisition had occurred on 1 January 2019, the consolidated revenue and consolidated profit of the Group for
the year ended 31 December 2019 would be RMB97,401,248,000 and RMB8,244,703,000, respectively. The proforma
financial information is for illustrative purpose only and does not necessarily reflect the Group’s revenue and operating
results if the acquisition had been occurred on 1 January 2019 and could not serve as a basis for the forecast of future
operation results.
#
The English translation of the names of the companies established in the PRC is for reference only. The official name of these
companies are in Chinese.
819,094
* The consideration of approximately RMB56,700,000 paid by the Group for the grant of right to continue to use the manufacturing
facilities of Chengdu Automobile upon completion of the disposal of Chengdu Automobile (the “Chengdu Automobile Disposal”)
partially offsets the consideration for the Chengdu Automobile Disposal, which results in a net consideration of approximately
RMB76,272,000 received by the Group.
RMB’000
324,068
183,067
* Consideration receivable of RMB507,135,000 was received in full during the year ended 31 December 2020.
#
The English translation of the names of the companies established in the PRC is for reference only. The official names of these
companies are in Chinese.
During the year ended 31 December 2020, the Group entered into certain lease contracts in which additions to right-
of-use assets and lease liabilities amounting to RMB14,026,000 (2019: RMB32,929,000) were recognised at the lease
commencement date.
The capital structure of the Group consists of debt (which includes bonds payable and bank borrowings) and equity
attributable to equity holders of the Company, comprising issued share capital, perpetual capital securities and reserves.
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 monitor the fluctuations of
the gearing ratio.
2020 2019
RMB’000 RMB’000
These risks are limited by the Group’s financial management policies and practices described below.
2020 2019
RMB’000 RMB’000
Financial assets
Financial assets at FVOCI (recycling)
– Trade and other receivables 20,625,550 17,210,523
44,643,991 40,853,435
Financial liabilities
Financial liabilities measured at amortised cost
– Trade and other payables 37,499,041 41,326,709
– Bank borrowings 1,959,750 2,089,110
– Bonds payable 1,949,735 2,060,085
– Lease liabilities 42,295 63,589
41,450,821 45,539,493
39. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
Credit risk
Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation under
the terms of the financial instrument and cause a financial loss to the Group. The Group’s exposure to credit risk mainly
arises from granting credit to customers in the ordinary course of its operations and from its investing activities.
The Group’s maximum exposure to credit risk without taking into account any collateral held is represented by the carrying
amount of each financial asset, in the consolidated statement of financial position after deducting any loss allowance.
The Group does not provide any guarantees which would expose the Group to credit risk.
Trade receivables
The Group’s policy is to deal only with creditworthy counterparties. Credit terms are granted to new customers after
a credit worthiness assessment by the credit control department. When considered appropriate, customers may be
requested to provide proof as to their financial position. Where available at reasonable cost, external credit ratings and/
or reports on customers are obtained and used. Customers who are not considered creditworthy are required to pay
in advance or on delivery of goods. Payment record of customers is closely monitored. It is not the Group’s policy to
request collateral from its customers. As at 31 December 2020, 64% (2019: 32%) of the total trade receivables was due
from the Group’s five largest customers.
The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is assessed
individually or based on provision matrix, as appropriate. As the Group’s historical credit loss experience does not indicate
significantly different loss patterns for different customer segments, the loss allowance based on past due status is not
further distinguished between the Group’s different customer bases.
As at 31 December 2020, the Group has adopted average expected loss rate of 5% (2019: 5%) on the gross carrying
amounts of the trade receivables amounted to RMB4,025,484,000 (2019: RMB2,639,209,000). The loss allowance as
at 31 December 2020 is RMB94,488,000 (2019: RMB85,894,000).
Expected loss rates are based on actual loss experience over the past years. These rates are adjusted to reflect differences
between economic conditions during the period over which the historical data has been collected, current conditions
and the Group’s view of economic conditions over the expected lives of the receivables. In applying the forward-looking
information, the Group has taken into account the possible impacts associated with the overall change in the economic
environment arising from COVID-19.
39. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
Credit risk (Continued)
2020 2019
RMB’000 RMB’000
Debts instruments at FVOCI (recycling) and other financial assets at amortised cost
Other financial assets at amortised cost include utility deposits and other receivables, pledged time deposits and
bank balances and cash. In order to minimise the credit risk of utility deposits and other receivables, the management
makes periodic collective and individual assessment on their recoverability based on historical settlement records and
past experience as well as current external information and adjusted to reflect probability-weighted forward-looking
information, including the default rate where the relevant debtors operates. Other monitoring procedures are in place to
ensure that follow-up action is taken to recover overdue debts. In these regards, the credit risk of utility deposits and
other receivables are considered to be low.
Besides, management is of opinion that there is no significant increase in credit risk on these utility deposits and other
receivables since initial recognition as the risk of default is low after considering the factors as set out in note 4(h) and,
thus ECL recognised is based on 12-month ECLs.
The credit risks on pledged time deposits and bank balances and cash are considered to be insignificant because the
counterparties are banks/financial institutions with high credit ratings assigned by international credit-rating agencies.
The credit risk on notes receivable is considered to be insignificant because the counterparties are banks with high
credit ratings.
39. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
Liquidity risk
Weighted More than More than Total
average Within one one year but two years but contractual Total carrying
effective year or on less than two less than five undiscounted amount as at
interest rate demand years years cash flows 31 December
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
2020
2019
39. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
Interest rate risk
Interest rate risk relates to the risk that the fair value or cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s interest rate risk arises primarily from long-term borrowings. Lease liabilities
(note 23) and bonds payable (note 28) bearing fixed rates and bank borrowings (note 24) bearing variable rates expose
the Group to fair value interest rate risk and cash flow interest rate risk, respectively.
The interest rate profile of the Group as at the reporting date has been set out in the liquidity risk section of this note.
As at 31 December 2020, it is estimated that an 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 retained profits by
approximately RMB19,598,000 (2019: RMB20,891,000).
The assumed changes in interest rates are considered to be reasonably possible based on observation of current market
conditions and represents management’s assessment of a reasonably possible change in interest rate over the next
twelve-month period.
The calculations are based on a change in average market interest rates for each period, and the financial instruments
held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant. The
analysis is performed on the same basis as 2019.
Currency risk
The Group is exposed to currency risks primarily through sales and purchases which give rise to receivables, payables,
interest bearing borrowings and bank balances and cash that are denominated in a foreign currency, i.e. a currency
other than the functional currency of the operations to which the transactions relate. The foreign currencies giving rise
to this risk are primarily HK$, US$, Russian Rouble (“RUB”) and BYN.
39. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
Currency risk (Continued)
The following table details the Group’s exposure as at the reporting date to currency risk arising from recognised assets
or liabilities denominated in a currency other than the functional currency of the group entity to which they relate.
2020 2019
HK$ US$ RUB BYN HK$ US$ RUB BYN
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank balances and cash 286,501 893,482 894,971 487 696,594 1,958,269 237,252 27,737
Trade and other receivables 656 119,047 14,329 108,003 652 5,766 794,817 149,885
Bonds payable – (1,949,735) – – – (2,060,085) – –
Bank borrowings – (1,959,750) – – – (2,089,110) – –
Trade and other payables – (111,360) (98,176) (598,561) – (77,496) (103,564) (270,632)
As the Group is mainly exposed to the effects of fluctuation in HK$/US$/RUB/BYN, the following table indicates the
approximate change in the Group’s profit after taxation and retained profits. The sensitivity analysis includes outstanding
foreign currency denominated monetary items and adjusts their translation at the reporting date 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. The analysis excludes differences that would
result from the translation of the financial statements of foreign operations into the Group’s presentation currency. The
analysis is performed on the same basis for 2019. 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 retained profits measured in the respective
functional currencies, translated into RMB at the exchange rate ruling at the reporting date for presentation purposes.
39. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
Fair value measurements of financial instruments
There were no transfer between the different levels of the fair value hierarchy during the years ended 31 December 2020
and 2019.
Non-current assets
Property, plant and equipment 2,445 4,414
Investments in subsidiaries 5,021,000 –*
Interest in a joint venture 4,381,720 3,796,241
9,405,165 3,800,655
Current assets
Prepayments and other receivables 10,502 1,986
Amounts due from subsidiaries 5,067,904 5,115,840
Bank balances and cash 606,474 2,383,074
5,684,880 7,500,900
Current liabilities
Other payables 123,294 474,088
Lease liabilities 1,744 2,561
125,038 476,649
Non-current liabilities
Lease liabilities – 1,744
Bank borrowings 1,959,750 2,089,110
Bonds payable 1,949,735 2,060,085
3,909,485 4,150,939
14,965,007 10,824,906
Approved and authorised for issue by the Board of Directors on 23 March 2021.
#
As at 31 December 2020, the aggregate amount of reserves available for distribution to equity holders of the Company was
RMB7,439,139,000 (2019: RMB2,992,831,000).
Place of
incorporation/
registration Issued and fully paid Percentage of equity Percentage of equity
Name of companies and operations up/registered capital interests held in 2020 interests held in 2019 Principal activities
Directly Indirectly Directly Indirectly
Value Century Group Limited BVI US$1 100% – 100% – Investment holding
Geely International Limited Hong Kong 2 shares 100% – 100% – Investment holding and export of vehicles outside
吉利國際貿易有限公司 the PRC
Zhejiang Fulin Guorun Automobile PRC US$57,637,742 – 100% – 100% Research, production, marketing and sales of
Parts & Components Co., Ltd#* (2019: US$30,859,200) automobile parts and related components in
浙江福林國潤汽車零部件有限 the PRC
公司
Zhejiang Geely Automobile Sales PRC RMB15,000,000 – 99% – 99% Sales of automobile parts and components in the
Company Limited #
PRC
浙江吉利汽車銷售有限公司
Zhejiang Jirun Automobile PRC US$690,000,000 – 99% – 99% Research, development, production, marketing
Company Limited (“Jirun (2019: US$476,636,575) and sales of vehicles and related automobile
Automobile”)^# components in the PRC
浙江吉潤汽車有限公司
Shanghai Maple Guorun PRC US$121,363,600 – 99% – 99% Research, development, production, marketing
Automobile Company Limited ^#
and sales of vehicles and related automobile
上海華普國潤汽車有限公司 components in the PRC
Zhejiang Geely Holding Group PRC RMB60,559,006 – 99% – 99% Marketing and sales of vehicles in the PRC
Automobile Sales Company
Limited#^
浙江吉利控股集團汽車銷售有
限公司
Geely International Corporation# PRC RMB100,000,000 – 99% – 99% Export of vehicles outside the PRC
上海吉利美嘉峰國際貿易股份
有限公司
Zhejiang Geely Automobile PRC RMB30,000,000 – 99% – 99% Research and development of vehicles and
Research Institute Limited #
related automobile components in the PRC
浙江吉利汽車研究院有限公司
Zhejiang Ruhoo Automobile PRC RMB521,676,992 – 99% – 99% Research, development, production, marketing
Company Limited^# and sales of vehicles and related automobile
浙江陸虎汽車有限公司 components in the PRC
Shanghai Jicining Mechanical and PRC RMB20,000,000 – 99% – 99% Procurement of mechanical and electrical
Electrical Equipment Company equipment in the PRC
Limited #
上海吉茨寧機電設備有限公司
Hunan Geely Automobile PRC US$88,500,000 – 99% – 99% Research, development, production, marketing
Components Company and sales of vehicles and related automobile
Limited^# components in the PRC
湖南吉利汽車部件有限公司
Zhejiang Vision Auto-parts Fittings PRC RMB50,000,000 – 99% – 99% Procurement of automobile parts and components
Company Limited# in the PRC
浙江遠景汽配有限公司
Chengdu Gaoyuan Automobile PRC RMB50,000,000 – – – 99% Research, development, production, marketing
Industries Company Limited #
and sales of vehicles and related automobile
(note 36) components in the PRC
成都高原汽車工業有限公司
Hunan Luoyou Engine Components PRC RMB150,000,000 – – – 99% Production of automobile components in the PRC
Company Limited# (note)
湖南羅佑發動機部件有限公司
Ningbo Vision Automobile Parts PRC RMB1,500,000,000 – 99% – 99% Research, development, production, marketing
and Components Company (2019: RMB96,000,000) and sales of vehicles and related automobile
Limited #
components in the PRC
寧波遠景汽車零部件有限公司
Baoji Geely Engine Company PRC RMB300,000,000 – 99% – 99% Research, development, production and sales of
Limited# vehicle engines and related after-sales parts in
寶雞吉利發動機有限公司 the PRC
Ningbo Shangzhongxia Automatic PRC RMB1,000,000,000 – 99% – 99% Research, development, production and sales of
Transmission Company vehicle transmissions and related after-sales
Limited #
parts in the PRC
寧波上中下自動變速器有限
公司
Zhejiang Yili Automobile PRC RMB500,000,000 – 99% – 99% Research, development, production and sales of
Components Company Limited# vehicle engines and related after-sales parts in
浙江義利汽車零部件有限公司 the PRC
Limited Liability Company “Borisov Belarus BYN1,000,000 – 51% – 51% Production, marketing and sales of vehicles in
Engine Plant <<Geely>>” Belarus
Limited Liability Company “Geely Russia RUB10,000 – 99% – 99% Marketing and sales of vehicles in Russia
Motors”
Zhejiang Fengrui Engine Company PRC RMB100,000,000 – 99% – 99% Production of automobile engines in the PRC
Limited #
浙江鋒銳發動機有限公司
Chengdu Geely Automobile PRC RMB200,000,000 – 99% – – Research and development, manufacturing,
Manufacturing Company promotion and sales of vehicles and related
Limited# automobile components and provision of
成都吉利汽車製造有限公司 related after-sales and technical services in
the PRC
Zhejiang Geely Powertrain PRC RMB500,000,000 – 99% – 99% Production of automobile engines in the PRC
Company Limited #
浙江吉利動力總成有限公司
Ningbo Geely Luoyou Engine PRC RMB282,800,000 – 99% – 99% Production of automobile components in the PRC
Components Company Limited #
寧波吉利羅佑發動機零部件有
限公司
Taizhou Geely International PRC RMB10,000,000 – 99% – 99% Marketing and sales of vehicles in the PRC
Corporation #
台州吉利汽車銷售有限公司
Zhejiang Jirun Chunxiao PRC RMB1,500,000,000 – 99% – 99% Research, development, production, marketing
Automobile Components (2019: and sales of vehicles and related automobile
Company Limited# RMB1,100,000,000) components in the PRC
浙江吉潤春曉汽車部件有限
公司
Shanxi New Energy Automobile PRC RMB5,000,000 – 99% – 99% Marketing and sales of vehicles in the PRC
Sales Company Limited #
山西新能源汽車銷售有限公司
Baoji Geely Automobile Sales PRC RMB5,000,000 – 99% – 99% Marketing and sales of vehicles in the PRC
Company Limited #
寶雞吉利汽車銷售有限公司
Baoji Geely Automobile PRC RMB1,500,000,000 – 99% – 99% Research, development, production, marketing
Components Company Limited# (2019: and sales of vehicles and related automobile
寶雞吉利汽車部件有限公司 RMB700,000,000) components in the PRC
Shanxi Geely Automobile PRC RMB1,500,000,000 – 99% – 99% Research, development, production, marketing
Components Company Limited# (2019: and sales of vehicles and related automobile
山西吉利汽車部件有限公司 RMB600,000,000) components in the PRC
Zhejiang Geely International PRC RMB10,000,000 – 99% – 99% Export of vehicles outside the PRC
Limited#
浙江吉利汽車國際貿易有限公
司
Geely Automobile Research PRC RMB30,000,000 – 99% – 99% Research and development of vehicles and
Institute (Ningbo) Company related automobile components in the PRC
Limited#
吉利汽車研究院(寧波)有限公司
Ningbo Jirun Automobile PRC RMB1,500,000,000 – 99% – 99% Research and development, manufacturing,
Components Company Limited #
(2019: promotion and sales of vehicles and related
寧波吉潤汽車部件有限公司 RMB1,200,000,000) automobile components and provision of
related after-sales and technical services in
the PRC
Hangzhou Geely Automobile PRC RMB1,500,000,000 – 99% – 99% Research and development, manufacturing,
Company Limited # (2019: promotion and sales of vehicles and related
杭州吉利汽車有限公司 RMB890,000,000) automobile components and provision of
related after-sales and technical services in
the PRC
Guizhou Geely Automobile PRC RMB1,500,000,000 – 99% – 99% Research and development, manufacturing,
Manufacturing Company (2019: promotion and sales of vehicles and related
Limited (formerly known as RMB1,030,000,000) automobile components and provision of
Guizhou Geely Automobile related after-sales and technical services in
Components Company the PRC
Limited) #
貴州吉利汽車製造有限公司 (前
稱貴州吉利汽車部件有限公司)
Guizhou Geely Engine Company PRC RMB480,000,000 – 99% – 99% Preparation and construction of engine
Limited# manufactory project in the PRC
貴州吉利發動機有限公司
Taizhou Binhai Geely Engine PRC RMB770,000,000 – 99% – 99% Preparation and construction of engine
Company Limited# manufactory project in the PRC
台州濱海吉利發動機有限公司
Guiyang Geely Automobile Sales PRC RMB5,000,000 – 99% – 99% Marketing and sales of vehicles in the PRC
Company Limited#
貴陽吉利汽車銷售有限公司
Shanghai Geely Diran Automobile PRC RMB30,000,000 – 99% – 99% Provision of vehicles design services in the PRC
Design Company Limited #
上海吉利翟然汽車設計有限公
司
Hangzhou Geely Vision Purchasing PRC RMB10,000,000 – 99% – 99% Procurement of automobile parts and components
Company Limited# in the PRC
杭州吉利遠景采購有限公司
Yiwu Geely Powertrain Company PRC RMB320,000,000 – 99% – 99% Technology research and development,
Limited# (note 35) technology consultancy services, manufacture
義烏吉利動力總成有限公司 and sale of vehicle engines and provision of
after-sales services in the PRC
Ningbo Hangzhou Bay New PRC RMB50,000,000 – 99% – – Marketing and sales of vehicles in the PRC
District Geely Automobile
Sales Company Limited#
寧波杭州灣新區吉利汽車銷售
有限公司
Changsha Geely Automobile PRC RMB20,000,000 – 99% – – Research and development, manufacturing,
Components Copmany promotion and sales of vehicles and related
Limtied# automobile components and provision of
長沙吉利汽車部件有限公司 related after-sales and technical services in
the PRC
Zhejiang Jisu Logistics Company PRC RMB50,000,000 – 99% – – General logistic, packing, and storage services in
Limited # the PRC
浙江吉速物流有限公司
* 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 English translation of the names of the companies established in the PRC is for reference only. The official names of these
companies are in Chinese.
None of the subsidiaries had issued any debt securities during the year or at the end of the year.
2020 2019
RMB’000 RMB’000
As at 31 December 2020, the exercise price of the Call Option and the exact percentage of equity interest in the Genius
AFC to be acquired by BNPP PF have not been determined and are subject to agreement by the parties. Please refer
to the Company’s announcement dated 12 August 2020 for further details.
Business combination and collaboration with Volvo Car AB (publ) (“Volvo Cars”)
On 24 February 2021, the Company announced that it was in discussions with management of Volvo Cars regarding the
series of business combination and collaboration between the Company and Volvo Cars. Please refer to the Company’s
announcement dated 24 February 2021 for further details.
INFORMATION ACCOUNTS
OUR COMPANY
Remuneration Committee:
Mr. Yeung Sau Hung, Alex (Committee’s Chairman) Legal Advisor on Cayman Islands Law:
Ms. Wei Mei Maples and Calder
Mr. Lee Cheuk Yin, Dannis
Mr. Wang Yang
Annual Report
2020
Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong
香港灣仔港灣道 23 號鷹君中心 23 樓 2301 室
Annual Report 2020
Let’s Start
From Here.