Jiangling Motors Corporation, Ltd. 2015 Half-year Report 1 Chapter I Important Notes, Contents and Abbreviations Important Note The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, accuracy and completeness of the information disclosed in the report and confirm that the information disclosed herein does not contain false statements, misrepresentations or major omissions. JMC decides not to distribute cash dividend, bonus shares, or convent capital reserve to share capital this time. Chairman Wang Xigao, President Yuan-Ching Chen, CFO Dennis Leu and Chief of Finance Department, Ding Ni, confirm that the Financial Statements in this Half-year Report are truthful and complete. The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment. The investors shall pay attention to the risk. All financial data in this report are prepared under International Financial Reporting Standards (‘IFRS’) unless otherwise specified. The Half-year Report is prepared in Chinese and English. In case of discrepancy, the Chinese version will prevail. 2 Contents Chapter I Important Notes, Contents and Abbreviations ........................................... 2 Chapter II Brief Introduction....................................................................................... 4 Chapter III Operating Highlight ................................................................................... 4 Chapter IV Report of the Board of Directors ............................................................... 5 Chapter V Major Events .............................................................................................11 Chapter VI Share Capital Changes & Shareholders ................................................... 13 Chapter VII Directors, Supervisors, Senior Management and Employees .................. 15 Chapter VIII Financial Statements ................................................................................ 15 Chapter XI Catalog on Documents for Reference ...................................................... 71 Abbreviations: JMC, or the Company Jiangling Motors Corporation, Ltd. JMH Jiangling Motor Holding Co., Ltd. Ford Ford Motor Company CSRC China Securities Regulatory Commission JMCG Jiangling Motors Company (Group) JMCH JMC Heavy Duty Vehicle Co., Ltd. 3 Chapter II Brief Introduction Company’s Chinese name: 江铃汽车股份有限公司 English name: Jiangling Motors Corporation, Ltd. Abbreviation: JMC Company legal representative: Mr. Wang Xigao JMC’s Board secretary: Mr. Wan Hong (Tel: 86-791-85235675) Person for financial information disclosure: Mr. Dennis Leu (Tel: 86-791-85266503) JMC’s securities affairs representative: Mr. Quan Shi (Tel: 86-791-85266178) Contact address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Switchboard: 86-791-85266000 Fax: 86-791-85232839 E-mail: relations@jmc.com.cn There was no change to the information of JMC brief introduction in the reporting period. Please refer to 2014 Annual Report for details. Chapter III Operating Highlight 1. Main accounting data and financial ratios Unit: RMB ‘000 Reporting period Same period Change (%) (2015 first half)* last year* Revenue 11,989,327 12,274,930 -2.33 Profit Attributable to the Equity 1,081,532 1,164,377 -7.12 Holders of the Company Net Cash Generated From 230,322 1,256,162 -81.66 Operating Activities Basic Earnings Per Share (RMB) 1.25 1.35 -7.12 Diluted Earnings Per Share (RMB) 1.25 1.35 -7.12 Weighted Average Return on Net Down 2.22 9.71 11.93 Asset Ratio percentage points At the end of At the end of the Change (%) reporting period* previous year Total Assets 19,559,786 19,496,528 0.32 Shareholders’ Equity Attributable to the Equity Holders of the 10,842,643 10,598,429 2.30 Company Note: *unaudited financial indexes. 4 Chapter IV Report of the Board of Directors 1. Summary In the first half of 2015, China automobile market has been transferred from rapid growth to slight growth. The growth of market is slow-down and sales volume start to decline. The first half total sales volume was 11.85 million, increased 1.4% compared with the same period last year. Commercial vehicle sales volume was 1.75 million, decreased 14.4% compared with the same period last year. JMC’s core business is production and sales of light commercial vehicles,SUV and related components. JMC’s major products include JMC series light truck, pickup, Yusheng SUV, Transit series commercial vehicles, and heavy duty trucks. The Company also produces and sells engines, castings and other components for sales to domestic and overseas markets. During the reporting period, to face more severe competition, more stringent regulatory requirement, intensifying cost pressures and commercial vehicle industry slowdown pressure, the Company focused on quality improvement and new product development. Simultaneously, the Company introduced a series of sales policy to respond the segment markets slowdown pressure. In the first half of 2015, JMC achieved sales volume of 133,251 units, increased 0.24% compared with the same period last year, achieved revenue of RMB 11.99 billion, which decreased 2.3% compared with the same period last year, and achieved net profit of RMB 1.08 billion, which decreased 7.1% compared with the same period last year. 2. Core Business Analysis i. Sales Revenue Analysis In the first half of 2015, JMC sales volume of 133,251 units, increased 0.24% compared with the same period last year, including 59,804 units truck, 29,114 units pickup, 10,918 units Yusheng SUV and 33,415 units Transit CV. Total production volume was 130,961 units, including 60,211 units truck, 27,666 units pickup, 11,324 units Yusheng SUV and 31,760 units Transit CV. In the first half of 2015, JMC achieved a market share at 1.12% of total industry, down 0.02 point from last year. JMC light truck and pickup accounted for 11.6% market share, up 2.1 points from last year. Transit accounted for 17.3% market share, down 1.2 points from last year. (Data source for above data: China Association of Automobile Manufacturers and the Company sales records) In the first half of 2015, JMC total sales revenue was RMB 11.99 billion, decreased 2.3% compared with the same period last year. In the first half of 2015, JMC total sales value to the top 5 customers was RMB 1,636 million, accounting for about 14% of JMC’s total turnover. 5 ii. Cost Analysis Unit: RMB’000 2015 1H 2014 1H YOY change Cost in Cost in Product proportion proportion (Percentage core core (%) (%) Points) business business Vehicle 8,149,896 91.4% 8,440,454 92.4% -3.4% Components 768,378 8.6% 693,439 7.6% 10.8% The total value of purchases from the top 5 suppliers was RMB 1,758 million, accounting for about 22% of JMC’s total annual purchase amount. iii. Expense Analysis Unit: RMB’000 Item 2015 1H 2014 1H YOY change(%) Distribution Costs 634,670 844,977 -24.9% Administrative Expenses 1,059,639 821,763 28.9% Distribution costs were decreased by about 25%, mainly due to the reduction of the related marketing expense. Administrative expenses were increased by about 29%, mainly due to the new product research and development cost increasing. iv. Product Development In 2015, JMC continued to focus on development of new product programs. Product related spending centered at future product development and compliance with regulatory requirements. The N800, N352, N330, J08, J09, J10, J18 programs will incorporate market driven improvements including increased payloads, new styling, and improved power lift, etc. The JX493, E802, J15 and self-developed gas engine G501 projects will further expand the Company's engine development capability, engine manufacturing capacity and ensure the Company is compliant with stringent emission regulations. The development expenditure which accounted in administrative expense was 801 million, representing 7% of net assets, or 7% of revenue. v. Cash flow analysis Net cash generated from operating activities decreased by RMB 1,026 million, down 81.6% from 2014, mainly reflecting the increase of payment of commodity purchasing and other operating activities. 3. Composition of main business Table below breaks down Revenue & Cost of Goods Sold from Core Business. Unit: RMB’000 Y-O-Y Y-O-Y gross Y-O-Y Cost in core Gross Change in margin Product Turnover turnover business Margin costs of core change change (%) business (%) (points) 6 I. Vehicle 10,848,942 8,149,896 24.9% -3.4 -3.4 0.0 II. Components 1,047,335 768,378 26.6% 11.8 10.8 0.6 Total 11,896,277 8,918,274 25.0% -2.3 -2.4 0.0 Including: Related party 187,368 128,414 31.5% -2.9 -0.6 -1.5 transaction Details pertaining to core business classified according to region: Unit: RMB’000 Region Turnover Y-O-Y turnover change (%) North-east China 444,903 -6.41 North China 1,063,492 -5.56 East China 5,580,348 0.55 South China 1,909,359 -12.36 Central China 1,219,754 6.21 North-west China 457,970 -6.52 South-west China 1,220,451 1.46 4. Analysis of assets and liabilities i. Major changes in assets Unit: RMB’000 YOY YOY June 30, 2015 December 31, 2014 Amount Proportion Asset item change change Amount Proportion Amount Proportion (%) (Points) Property, plant and 5,936,553 30.4% 5,736,408 29.4% 3.5% 1.0 equipment Inventories 1,582,471 8.1% 1,658,707 8.5% -4.6% -0.4 Trade and other receivables 2,224,709 11.4% 2,006,162 10.3% 10.9% 1.1 Cash and cash equivalents 8,708,767 44.5% 8,963,468 46.0% -2.8% -1.5 Lease prepayment 602,741 3.1% 590,629 3.0% 2.1% 0.1 ii. Major changes in liabilities Unit: RMB’000 YOY YOY June 30, 2015 December 31, 2014 Amount Proportion Asset item change change Amount Proportion Amount Proportion (%) (Points) Trade and other 8,382,949 96.2% 8,420,273 94.6% -0.4% 1.6 payables 7 iii. The fair value of the assets and liabilities - see the notes to financial statements for 25. 5. Core competitiveness analysis JMC is a sino-foreign joint venture auto company with R&D, manufacturing and sales operations. As a mainstream of domestic light commercial vehicle industry, JMC ranked among the top hundred Chinese listing corporations with comprehensive strength for many years. Company has been certificated as a national enterprise technology center, high-tech enterprise and national automobile export base which improve company’s core business competence. JMC's influence over auto industry is improving steadily, making considerable progress both in technical equipment and new product development. JMC successfully launched Xiaolan New Plant, R&D Center, which greatly strengthen the company’s product development capability, manufacturing efficiency and overall sales performance. Ford brand SUV EVEREST will be launched in 2015 which will further improve the Company’s competitive advantage. Meanwhile, JMC has always been strictly implementing national emission regulation, and has accumulated a steady technical force and made full preparation for the emission standard promotion. With the government’s emphasis on environment protection and the accelerated progress of emission policies, the Company’s competitive advantage will be further recognized. 6. Investment in the reporting period i. External investment During the reporting period, JMC did not invest in securities, or in holding the corporate equity of other listed or non-listed financial enterprises. ii. JMC did not entrust financial transactions, derivatives investment and entrust loan during the reporting period. iii. JMC did not raise equity funding, nor did it use equity funding raised in previous years. iv. Operating Results of Main Subsidiaries and Joint-Stock Companies Unit: RMB’000 Name of Type of Main Registered Operating Net Assets Net Assets Turnover Companies Companies Products Capital Profit Profit Jiangling Motors Sales Sales vehicle, Subsidiary 50,000 2,222,828 293,717 10,566,410 163,088 122,075 Corporation, service parts Ltd Product heavy commercial JMC Heavy vehicle , Duty Vehicle Subsidiary 281,793 1,027,166 -149,835 1,051 -219,061 -178,471 engine, Co., Ltd component, and related service 8 Visteon Auto Automotive Joint Air-conditionin air -Stock 46,627 307,747 178,875 263,581 50,603 38,156 g (Nanchang) conditioning Company Co. Ltd. and Parts v. Self-funded major projects of which amount invested reaches 10% of net asset: Total Spending Investment Investment in 2015 Committed Planned Job#1 Project Name Approval Time (RMB (RMB (RMB Mils) Mils) Mils) J08 Program 1,233 101 697 Second Half, 2015 J09 Program 2,414 195 1,201 First Half, 2016 Capacity Investment 2,133 22 1,826 First Half, 2017 in Xiaolan Site N330 Program 1,212 105 480 Second Half, 2016 J20 Heavy Truck Program Long Lead 1,173 164 168 First Half, 2019 Funding The spending will be funded from cash reserves. 7.Outlook i. Industry Competition and Development Trend In the first half of 2015, China’s automobile industry sales were 11.85 million, up 1.4% over 2014. Commercial vehicle sales continued to decline, decreasing by 14.4% compared with the same period in 2014. Meanwhile passenger vehicle industry maintained growth, increasing by 4.8% compared with the same period in 2014. With the boost of domestic infrastructure construction and vigorous development of logistics industry, there is still a great opportunity for the development of China’s commercial vehicle market. Meanwhile, China's Car Parc per capita is still lower than world’s average level indicating a strong auto market potential in the future. ii. Corporation Strategy Company’s mission is to produce and sell world class products with the best customer satisfaction in auto industry. JMC will continue to introduce new light truck, pickup, light bus and SUV programs in the future to further strengthen the market share performance. At the same time, JMC will further improve SUV sales performance and penetrate into heavy truck segment. iii. 2015 Business Plan The Company is targeting 2015 revenue level at RMB 26.5 billion, an increase of 4% vs. 2014. With many new vehicle projects, the Company’s R&D expenditures will continue to rise. To enhance profitability, the company is committed to the following plans in 2015: (1) Achieve volume and market share targets by enhancing the distribution network and sales/marketing activities, especially successful Ford SUV EVEREST market launch. 9 (2) Continue to improve product quality, pursue cost reduction opportunities, and improve operating efficiency to achieve profit and cost targets. (3) Initiate the new fuel economy and emission compliance program to satisfy regulatory requirements. (4) Work with technical partners to execute the N800, N352, N330, J08, J09, J10, J15, J18, J20, J21 programs. (5) Expand finished vehicle exports and OEM components sales business. iv. Potential Challenges and Solutions In 2015, the company will continue to face fiercer competition, more stringent regulatory requirements, intensifying cost pressures and a slowdown in China’s economic growth. To achieve steady growth, the company will continue to focus on the following aspects in 2015. (1) Optimizing company’s production system to improve efficiency and product quality. (2) Optimizing dealer network and marketing spending to improve market share. (3) Improve suppliers’ capability and parts quality; continue to reduce parts purchasing cost. (4) Strengthening corporate governance and application of appropriate risk assessment and control mechanisms. (5) Sustaining the expense management and control to optimize the business structure. (6) Optimize and execute company’s growth strategies to pursue sustainable long-term growth. The Company will continue to optimize cost structure, improve production efficiency, mitigate management cost as well as focus on new product development to deliver the launch quality and cost target. With the support from technical partner, the Company has been working on major programs approved by the Board, including N800, N352, N330, J08, J09, J10, J15, J18, J20, J21, etc. to accelerate the progress of launching new competitive and profitable products to the market. Meanwhile, the Company will strive to ensure the timely delivery of high quality heavy trucks, and devote to strengthening dealer network, expanding overseas market and parts business. 8. Profit Distribution The 2014 Annual Shareholders’ Meeting of the Company approved the 2014 calendar year profit distribution plan on June 25, 2015. Announcement of 2014 calendar year dividend distribution was published in China Securities, Securities Times and Hong Kong Commercial Daily on July 16, 2015, and it has been executed accordingly. The 2014 calendar year dividend distribution plan was as follows: Based on the Company’s total share capital of 863,214,000 shares, a cash dividend of RMB 9.7 (including tax) per 10 shares is to be distributed to shareholders. The cash dividends on B shares shall be paid in Hong Kong Dollars converted at HKD 1.00 = RMB 0.7887, being the middle rate of the exchange rates between HK dollar and RMB quoted by the People’s Bank of China on the first working day (June 26, 2015) immediately after the relevant resolutions were passed at the Company’s Shareholders’ Meeting. 10 Equity Record Date and Ex-dividend Date as follows: i. Equity record date for A shares: July 22, 2015; Ex-dividend date: July 23, 2015. ii. Last trading date for B shares: July 22, 2015; Ex-dividend date: July 23, 2015; Equity record date for B shares: July 27, 2015. JMC did not convert capital reserves into share capital in the reporting period. 9. Table of external research, communication and media interviews with the Company Date Place Communication Type of Object Information Discussed and Method Object Materials offered January 28, In the Oral Institution Thirteen analysts from JMC Operating highlights 2015 Company Communication China Merchants Securities Co., Ltd., Runhui Investment Company, Bosera Asset Management Co., Ltd., Sunshine Asset Management Corporation Limited, Lighthorse Asset Management Co., Ltd., China Asset Management Co., Ltd., Changcheng Fund Management Co., Ltd., Fortune SG Fund Management Co., Ltd., China Pacific Insurance (Group) Co., Ltd. February 6, In the Oral Institution Twelve analysts from JMC Operating highlights 2015 Company Communication Southwest Securities Co., Ltd., Citic Securities Company Limited, Great Wall Securities Co., Ltd., Hillhouse Capital Group, First State Cinda Fund Management Co., Ltd., Shanghai Baoyin Investment Consulting Company, Shanghai Guanzeding Asset Management Co., Ltd., E Fund Management Co., Ltd., China Life Pension Company Limited, Congrong Investment Management Co., Ltd. February In the Oral Institution An analyst from Owl Creek JMC Operating highlights 13, 2015 Company Communication Asset Management LP. March 20, In the Oral Institution Three analysts from China JMC Operating highlights 2015 Company Communication International Capital Corporation Limited Chapter V Major Events 11 1. During the reporting period, the Company continued to operate its corporate governance in compliance with the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies in China, as well as relevant laws and regulations, and appointed PricewaterhouseCoopers Zhong Tian CPAs LLP as JMC’s external auditor and C-SOX auditor from 2016 to 2018. 2. There was neither major litigation, arbitration, query from the media, nor bankruptcy in the reporting period. 3. JMC had no major purchase or sale of assets in the reporting period. 4. JMC had no equity incentive plan in the reporting period. 5. Major Related Transactions i. Routine related party transactions A. JMC purchased certain raw materials, auxiliary materials and components from related parties. Transactions with annual value over RMB 250 million are listed as below: Pricing Amount As % of Total Transaction Parties Relationship Settlement Method Principle (RMB’000) Purchases Subsidiary of 60 days after Jiangxi Jiangling Chassis Contracted Company JMCG price delivery and 390,207 4.80 invoicing Associate of 60 days after GETRAG (Jiangxi) Contracted Transmission Company JMCG price delivery and 326,771 4.02 invoicing Nanchang Bao-jiang Steel Associate of Contracted Processing & Distribution JMCG price Prepayment 313,992 3.86 Co., Ltd. Necessity and continuity: the purchase of the imported components will immediately stop when the respective localization is achieved, and these components will be substituted by localized ones; some components from other related parties were unique parts for JMC’s Transit series, N series and T series, and other general components were purchased through open bidding. ii. The Company had no major related party transaction concerning transfer of assets or equity in the reporting period. 6. Major Contracts and Execution i. There was neither entrustment, contract or lease of assets from other companies, nor entrustment, contract or lease of JMC’s assets to other companies from which profit was generated to exceed 10% of total profit in the reporting period. ii The Company had no outside guarantee in the reporting period. iii. JMC did not entrust other people with cash asset management in the reporting period. 7. There was no commitment of the Company or the shareholder holding 5% or more 12 of the Company shares during the reporting period. 8. Appointment or Dismissal of Accounting Firms Upon the approval of 2014 Annual Shareholders’ Meeting, JMC approved retaining PricewaterhouseCoopers Zhong Tian CPAs LLP as external auditor from 2016 to 2018. Upon the approval of 2014 Annual Shareholders’ Meeting, JMC approved retaining PricewaterhouseCoopers Zhong Tian CPAs LLP as the C-Sox Auditor from 2016 and 2018 The compensation paid to the accounting firm is as follows: Accountant Firm A & B Share 2014 C-SOX auditor Out of Pocket Expense Auditor for Year 2014 PwC ZhongTian RMB 1.8 million RMB 0.64 million Included in audit fee. 9. Neither JMC nor its Directors or senior management were punished by regulatory authorities in the reporting period. 10. Others JMC received government incentives of RMB 198.84 million appropriated by Nanchang City, Qingyunpu District in Nanchang City and Taiyuan Economic & Technological Development Zone, which is to support JMC’s development. These government incentives have been recorded into the current period profits and losses. Subsequent event JMC received a Commitment Letterfrom JMH, the largest shareholder of the Company, on July 9, 2015. Details of the Commitment Letter are as follows: i. JMH will not reduce JMC shares by secondary market within six months since July 9, 2015; ii. JMH will exercise its duties as a major shareholder, concentrate on the quality of the listed company, push to establish a sound invest-return long-term mechanism and continue to improve the return level. Chapter VI Share Capital Changes & Shareholders 1. Table of the changes of shareholding structure Before the change Change (+, -) After the change Proportion Reserve- Proportion New Bonus Shares of total converted Others Subtotal Shares of total shares Shares shares (%) shares shares (%) I. Limited tradable - - - 1,821,900 0.21% -36,000 -36,000 1,785,900 0.21% A shares 1.State-owned - - - - - - - - - shares 2. State-owned legal - - - - - - - - - person shares 3. Other domestic - - - 1,821,900 0.21% -36,000 -36,000 1,785,900 0.21% shares Including: Domestic legal - - - 1,785,000 0.21% - - 1,785,000 0.21% person shares 13 Domestic natural - - - 36,900 - -36,000 -36,000 900 - person shares II. Unlimited - - - 861,392,100 99.79% 36,000 36,000 861,428,100 99.79% tradable shares 1. A shares 517,392,100 59.94% - - - 36,000 36,000 517,428,100 59.94% 2. B shares 344,000,000 39.85% - - - - - 344,000,000 39.85% III. Total 863,214,000 100% - - - - - 863,214,000 100% The change in shareholding structure was caused by the trading restriction on the limited tradable A shares of 120,000 shares held by Mr. Chu Kun was relieved on January 22, 2015. 2. Shareholders i. Total shareholders, top ten shareholders, and top ten shareholders holding unlimited tradable shares Total shareholders (as of JMC had 29,331 shareholders, including 24,798 A-share holders and 4,533 B-share holders. June 30, 2015) Top ten Shareholders Shareholding Shares with Shares due to Shareholder Shares as of Shareholder Name Percentage Change (+, -) Trading mortgage or Type June 30, 2014 (%) Restriction frozen Jiangling Motor Holding State-owned 0 41.03 354,176,000 0 0 Co., Ltd. legal person Ford Motor Company Foreign legal 0 32 276,228,394 0 0 person Shanghai Automotive Co., State-owned 0 1.51 13,019,610 0 0 Ltd. Legal person Gaoling Fund,L.P. Domestic 360,308 non-state-owned 0.81 7,013,320 0 0 legal person Pingan Life Insurance Domestic Specific Client Asset non-state-owned 0.74 6,347,354 6,347,354 0 0 Management Project-No.1 legal person Jpmblsare Ftif Templeton Foreign legal 0.70 6,026,850 0 0 0 China Fund Gti 5497 person Domestic Templeton Dragon Fund, non-state-owned 0.54 4,667,481 109,640 0 0 Inc. legal person E Fund SSE50 Index Domestic Securities Investment non-state-owned 0.53 4,549,410 4,549,410 0 0 Fund legal person Foreign legal Invesco Funds Sicav 0.51 4,372,630 -325,479 0 0 person Templeton Gbl Invstmt Foreign legal Trst-Tmpltn Emgng Mkts 0.46 3,948,718 0 0 0 person Small Cap Fd Top ten shareholders holding unlimited tradable shares Shareholder Name Shares without Trading Share Type Restriction Jiangling Motor Holding Co., Ltd. 354,176,000 A share Ford Motor Company 276,228,394 B share Shanghai Automotive Co., Ltd. 13,019,610 A share Gaoling Fund,L.P. 7,013,320 B share Pingan Life Insurance Specific Client Asset 6,347,354 A share Management Project-No.1 Jpmblsare Ftif Templeton China Fund Gti 6,026,850 B share 14 5497 Templeton Dragon Fund, Inc. 4,667,481 B share E Fund SSE50 Index Securities Investment 4,549,410 A share Fund Invesco Funds Sicav 4,372,630 B share Templeton Gbl Invstmt Trst-Tmpltn Emgng 3,948,718 B share Mkts Small Cap Fd Notes on association among above-mentioned No. shareholders ii. Change of controlling shareholder or actual controller There is no change in the controlling shareholders and actual controlling parties. iii. Intention or implementation of shareholding increase from the shareholder and its person acting in the concert during the reporting period As JMC knows, the shareholder and its person acting in the concert does not put forward any shareholding increase plan in the reporting period, and does not execute such plan. iv. Preferred shares JMC did not issue any preferred share in the reporting period. Chapter VII Directors, Supervisors, Senior Management and Employees 1. There was no change in the status of JMC directors, supervisors and senior management holding JMC shares in the reporting period. Please refer to 2014 Annual Report for details. 2. Changes of Directors, Supervisors and Senior Management Senior Management changes: The fourth session of the eighth Board of Directors reviewed and approved the following resolution on March 16, 2015: The Board of Director accepted Mr. John Scholtes’s resignation from Vice President due to work rotation. Per President Yuan-Ching Chen’s nomination, the Board of Directors appointed Mr. Tim Slatter as a Vice President of the Company. The fifth session of the eighth Board of Directors reviewed and approved the following resolution on June 25, 2015: Per President Yuan-Ching Chen’s nomination, the Board of Directors appointed Mr. Arturo Mendoza and Mr. Li Xiaojun as Vice Presidents of the Company Chapter VIII Financial Statements 15 Jiangling Motors Corporation, Ltd. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2015 (All amounts in RMB unless otherwise stated) Six months ended 30 June Not 2015# 2014# e RMB’000 RMB’000 Revenue 5 11,989,327 12,274,930 Sales tax (371,171) (439,827) Cost of sales 6 (9,009,816) (9,236,375) Gross profit 2,608,340 2,598,728 Distribution costs 6 (634,670) (844,977) Administrative expenses 6 (1,059,639) (821,763) Other income 8 198,598 273,737 Operating profit 1,112,629 1,205,725 Finance income 9 147,997 125,317 Finance costs 9 (477) (502) Finance income-net 9 147,520 124,815 Share of profit of investments accounted for using the equity method 15 7,307 11,655 Profit before income tax 1,267,456 1,342,195 Income tax expense 10 (185,924) (177,818) Profit for the period 1,081,532 1,164,377 Total comprehensive income for the period 1,081,532 1,164,377 Profit attributable to: Equity holders of the Company 1,081,532 1,164,377 Non-controlling interests - - 1,081,532 1,164,377 Total comprehensive income attributable to: Equity holders of the Company 1,081,532 1,164,377 Non-controlling interests - - 1,081,532 1,164,377 Earnings per share for profit attributable to the equity holders of the Company (expressed in RMB per share) - Basic and diluted 11 1.25 1.35 #Unaudited financial indexes The notes on pages 20 to 70 are an integral part of these consolidated financial statements. 16 Jiangling Motors Corporation, Ltd. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 (All amounts in RMB unless otherwise stated) As at 30 June 31 December Note 2015# 2014 RMB’000 RMB’000 ASSETS Non-current assets Property, plant and equipment (“PPE”) 12 5,936,553 5,736,408 Lease prepayment 13 602,741 590,629 Intangible assets 14 30,764 32,173 Investments accounted for using the equity method 15 34,255 26,948 Other non-current assets 40,618 34,493 Deferred income tax assets 16 398,908 440,730 7,043,839 6,861,381 Current assets Inventories 17 1,582,471 1,658,707 Trade, other receivables and prepayments 18 2,224,709 2,006,162 Cash and cash equivalents 19(a) 8,708,767 8,963,468 Restricted cash 19(b) - 6,810 12,515,947 12,635,147 Total assets 19,559,786 19,496,528 EQUITY Capital and reserves attributable to the Company’s equity holders Share capital 20 863,214 863,214 Share premium 816,609 816,609 Other reserves 21 454,968 454,968 Retained earnings 8,707,852 8,463,638 10,842,643 10,598,429 Non-controlling interests - - Total equity 10,842,643 10,598,429 LIABILITIES Non-current liabilities Borrowings 22 4,604 4,808 Deferred income tax liabilities 16 28,917 29,458 Retirement benefit obligations 23 47,322 50,146 Provisions for warranty and other liabilities 24 194,080 226,503 Other non-current liabilities 440 480 275,363 311,395 Current liabilities Financial liabilities at fair value through profit or loss 25 82 2,011 Trade and other payables 26 8,382,949 8,420,273 Current income tax liabilities 47,769 153,439 Borrowings 22 400 401 Retirement benefit obligations 23 5,580 5,580 Other current liabilities 5,000 5,000 8,441,780 8,586,704 Total liabilities 8,717,143 8,898,099 Total equity and liabilities 19,559,786 19,496,528 #Unaudited financial indexes The notes on pages 20 to 70 are an integral part of these consolidated financial statements. 17 Jiangling Motors Corporation, Ltd. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2015 (All amounts in RMB unless otherwise stated) Attributable to equity holders of the Company Share Share Other Retained Total Note capital premium reserves earnings Equity# RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Balance at 1 January 2014 863,214 816,609 456,451 7,037,725 9,173,999 Profit for the six months - - - 1,164,377 1,164,377 Other comprehensive income - - - - - Dividend relating to 2013 - - - (681,939) (681,939) Balance at 30 June 2014 863,214 816,609 456,451 7,520,163 9,656,437 Balance at 1 January 2015 863,214 816,609 454,968 8,463,638 10,598,429 Profit for the six months - - - 1,081,532 1,081,532 - Other comprehensive income - - - - Dividend relating to 2014 27 - - - (837,318) (837,318) Balance at 30 June 2015 863,214 816,609 454,968 8,707,852 10,842,643 #Unaudited financial indexes The notes on pages 20 to 70 are an integral part of these consolidated financial statements. 18 Jiangling Motors Corporation, Ltd. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2015 (All amounts in RMB unless otherwise stated) Six months ended 30 June Note 2015# 2014# RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations 28 520,938 1,472,281 Interest paid (300) (303) Income tax paid (290,316) (215,816) Net cash generated from operating activities 230,322 1,256,162 Cash flows from investing activities Purchase of PPE (681,892) (581,948) Other cash paid relating to investing activities (6,256) (143) Proceeds from disposal of PPE 28 2,125 6,631 Interest received 184,952 171,313 Dividends received 15,657 - Other cash received from investing activities 891 59 Net cash used in investing activities (484,523) (404,088) Cash flows from financing activities Repayments of borrowings (203) (204) Dividends paid to the Company’s shareholders (28) (167) Other cash paid relating to financing activities (269) (293) Net cash used in financing activities (500) (664) Net (decrease)/increase in cash and cash equivalents (254,701) 851,410 Cash and cash equivalents at beginning of year 8,963,468 6,479,972 Effects of exchange rate changes - - Cash and cash equivalents at end of period 19 8,708,767 7,331,382 #Unaudited financial indexes The notes on pages 20 to 70 are an integral part of these consolidated financial statements. 19 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 1. General information Jiangling Motors Corporation, Ltd. (the “Company”) was established in the People’s Republic of China (the “PRC”) under the Company Law of the PRC and according to the approval of Hongban (1992) No. 005 of Nangchang Revolution and Authorization Group of Company’s Joint Stock as a joint stock limited company to hold certain operational assets and liabilities of the automotive manufacturing business of Jiangxi Motors Manufacturing Factory, which was owned by Jiangling Motors Corporation Group (“JMCG”). The legal representative’s operating license of the Company is No. 360000511000021. The address of the Company’s registered office is No.509, Northern Yingbin Avenue, Nanchang, Jiangxi Province, the PRC. In December 1993, the Company issued 494,000,000 domestic ordinary shares (“A share”). In addition, the Company issued 25,214,000 A shares as bonus shares to the existing shareholders in 1994. The bonus shares were issued by utilisation of the Company’s retained earnings. In 1995, the Company issued 174,000,000 domestically listed foreign shares (“B share”) and the Company issued 170,000,000 additional B shares in 1998. As at 30 June 2015, the total number of issued shares of the Company is 863,214,000 shares, which are all listed on the Shenzhen Stock Exchange, the PRC. The Company and its subsidiaries (the “Group”) are principally engaged in the development, manufacturing and selling of automobiles, engines and automobile related parts, dies and tools. These consolidated financial statements were authorised for issue by the Board of Directors on 26 August 2015. 2. Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The consolidated financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimations are significant to the consolidated financial statements are disclosed in Note 4. Changes in accounting policy and disclosures New standards and interpretations not yet adopted Amendment to IFRSs effective for the financial year ending 31 December 2015 do not have a material impaction on the Group. 20 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.2 Subsidiaries A subsidiary is an entity (including a structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. 2.3 Associates An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s investment in associates includes goodwill identified on acquisition. The Group's share of post-acquisition profit or loss is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to ‘share of profit of investments accounted for using equity method’ in profit or loss. Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Gains or losses on dilution of equity interest in associates are recognised in profit or loss. 2.4 Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee that makes strategic decisions. 21 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.5 Foreign currency translation (1) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Renminbi (“RMB”), which is the Company’s functional and the Group’s presentation currency. (2) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses are presented in profit or loss within ‘other income/(expense)-net’. Changes in the fair value of monetary securities denominated in foreign currency classified as available-for-sale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available-for-sale, are included in other comprehensive income. 22 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.6 Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the items. 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 repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows: Buildings 35-40 years Plant and machinery 10-15 years Motor vehicles 6-10 years Moulds 5 years Electronic and other equipment’s 5-7 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2.9). Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘other income/(expense) – net’ in profit or loss’. Assets under construction represent buildings under construction and plant and equipment pending installation, and are stated at cost. Costs include construction and acquisition costs. No provision for depreciation is made on assets under construction until such time as the relevant assets are completed and ready for intended use. When the assets concerned are brought into use, the costs are transferred to property, plant and equipment and depreciated in accordance with the policy as stated above. 2.7 Lease prepayment Lease prepayment represents upfront prepayment made for the land use rights, and is expensed in profit or loss on a straight line basis over the period of the lease or when there is impairment, the impairment is expensed in profit or loss. 23 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.8 Intangible assets (1) Goodwill Goodwill arises on the acquisition of subsidiaries represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identified net assets acquired. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. (2) Research and development Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when the following criteria are fulfilled: (a) it is technically feasible to complete the intangible asset so that it will be available for use or sale; (b) management intends to complete the intangible asset and use or sell it; (c) there is an ability to use or sell the intangible asset; (d) it can be demonstrated how the intangible asset will generate probable future economic benefits; (e) adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and (f) the expenditure attributable to the intangible asset during its development can be reliably measured. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use on a straight-line basis over its useful life. No development costs were capitalised by the Group during the six months ended 30 June 2015. 24 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.8 Intangible assets (continued) (3) Computer software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of 5 years. 2.9 Impairment of non-financial assets Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. 2.10 Financial assets (1) Classification The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables,, held-to-maturity financial assets and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current. (b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for the amounts that are settled or expected to be settled more than 12 months after the end of the reporting period. These are classified as non-current assets. (c) Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which are classified as current assets. 25 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.10 Financial assets (continued) (2) Recognition and measurement Regular way purchases and sales of financial assets are recognised on the trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in profit or loss within ‘other (losses)/gains – net’ in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of other income when the Group’s right to receive payments is established. Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in profit or loss as ‘gains and losses from investment securities’. Interest on available-for-sale securities calculated using the effective interest method is recognised in profit or loss as part of other income. Dividends on available-for-sale equity instruments are recognised in profit or loss as part of other income when the Group’s right to receive payments is established. 26 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.11 Financial liabilities at fair value through profit or loss and offsetting financial instruments Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of selling in the short term. A financial liability initially recognised at fair value, and transaction costs are expensed in profit or loss. Subsequent measurements are measured at fair value. Liabilities in this category are classified as current liability if expected to be settled within 12 months; otherwise, they are classified as non-current. A financial liability is derecognised when it is extinguished. Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty. 2.12 Impairment of financial assets (1) Assets carried at amortised cost The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument’s fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss. 27 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.12 Impairment of financial assets (continued) (2) Assets classified as available-for-sale The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For debt securities, if any such evidence exists the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss. For equity investments, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not reversed through profit or loss. 2.13 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling prices in the ordinary course of business, less applicable variable distribution costs. 2.14 Trade and other receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. 2.15 Cash and cash equivalents In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. 28 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.16 Share capital Share capital consists of “A” and “B” shares. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Where any group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to owners of the Company until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders. 2.17 Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 2.18 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. 2.19 Borrowing costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 29 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.20 Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively. (1) Current income tax The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the PRC. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. (2) Deferred income tax Inside basis differences Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Outside basis differences Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the Group is unable to control the reversal of the temporary difference for associates. Only when there is an agreement in place that gives the group the ability to control the reversal of the temporary difference in the foreseeable future, deferred tax liability in relation to taxable temporary differences arising from the associate’s undistributed profits is not recognised. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised. 30 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.20 Current and deferred income tax (continued) (3) Offsetting Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. 2.21 Employee benefits (1) Pension obligations The Group contributes on a monthly basis to a defined contribution retirement scheme managed by the PRC government. The contribution to the scheme is charged to profit or loss as and when incurred. The Group’s obligations are determined at a certain percentage of the salaries of the employees. In addition, the Group provides supplementary pension subsidies to certain qualified employees. Such supplementary pension subsidies are considered as under defined benefit plans. The liability recognised in the statement of financial position in respect of these defined benefit plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for recognised actuarial gains or losses and past service cost. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows according to the terms of the related pension liability. The current service cost of the defined benefit plan, recognised in profit or loss in employee benefit expense, except where included in the cost of an asset, reflects the increase in the defined benefit obligation results from employee service in the current year, benefit changes, curtailments and settlements. Past-service costs are recognised immediately in income. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in profit or loss. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. (2) Housing fund and other benefits The Group’s full-time employees are entitled to participate in a state-sponsored housing fund. The fund can be used by the employees for the purchase of apartment accommodation, or may be withdrawn upon their retirement. The Group is required to make annual contributions to the state-sponsored housing fund equivalent to a certain percentage of the employees’ salaries. 31 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.21 Employee benefits (continued) (3) Bonus entitlement The expected cost of bonus payments is recognised as a liability when the Group has a present legal or constructive obligation as a result of services rendered by employees and a reliable estimate of the obligation can be made. Liabilities for bonus are expected to be settled within twelve months and are measured at the amounts expected to be paid when they are settled. 2.22 Provisions Provisions, mainly warranty costs, are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. 2.23 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts returns and value added taxes. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Group’s activities, as described below. The Group bases its estimates of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. 32 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) 2.23 Revenue recognition (continued) (1) Sales of goods Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the customer, the customer has accepted the products and collectability of the related receivables is reasonably assured. (2) Rental income Rental income is recognised on a straight-line basis over the period of the rental contracts. 2.24 Interest income Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables are recognised using the original effective interest rate. 2.25 Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. 2.26 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders, where appropriate. 2.27 Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs they are intended to compensate. Government grants not relating to future costs are recognised on receipt basis. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight line basis over the expected lives of the related assets. 33 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management 3.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by Finance Department under policies approved by the Board of Directors. (1) Market risk (a) Foreign exchange risk The Group operates domestically and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to other payables dominated in US dollar (“USD”). Management has set up a policy to require the Group to manage their foreign exchange risk against their functional currency. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the Company’s functional currency. As at 30 June 2015, if RMB had strengthened/weakened by 10% against USD with all other variable held constant, the Group’s net profit for the six months ended 30 June 2015 would have been approximately RMB31,118,000 higher/lower. (b) Interest rate risk The Group’s income and operating cash flows are substantially independent of changes in market interest rates. As at 30 June 2015, a large portion of its bank deposits and all of its borrowings were at floating rate. The Group has not used any interest rate swaps to hedge its exposure to interest rate risk. As at 30 June 2015, if the interest rate of the Group’s bank deposits had been increased/decreased by 10% and all other variables were held constant, the Group’s net profit for the six months ended 30 June 2015 would have been increased/decreased by approximately RMB10,933,000. (2) Credit risk The Group’s maximum exposure to credit risk in relation to financial assets is the carrying amounts of cash and cash equivalents and trade and other receivables. As at 30 June 2015, the Group had cash of approximately RMB386,036,000(2014: RMB181,674,000) deposited in Jiangling Motor Group Finance Company (“JMCF”), which is a non-bank financial institution and a subsidiary of JMCG (Note 19). The Group’s other bank deposits are deposited in state-owned banks or other listed banks. Management believes all these financial institutions have high credit quality without significant credit risk. 34 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management (continued) 3.1 Financial risk factors (continued) (2) Credit risk (continued) All the Group’s trade and other receivables have no collateral. However, the Group has policies in place to ensure that sales are made to customers with appropriate credit history and the Group performs periodic credit evaluations of its customers. The Group assesses the credit quality of each customer by taking into account its financial position, past experience and other factors. Credit limit and terms are reviewed on periodic basis, and the financial department is responsible for such monitoring procedures. In determining whether provision for impairment is required, the Group takes into consideration the aging status and the likelihood of collection. In this regards, the directors of the Company are satisfied that the risks is minimal as all customers are existing ones or related parties and have no default in the past and adequate provision for impairment, if any, has been made in the financial statements after assessing the collectability of individual debts. Further quantitative disclosures in respect of the impairment of trade and other receivables are set out in Note 18. (3) Liquidity risk Cash flow forecasting is performed in the operating entities of the Group in and aggregated by Finance Department. Finance Department monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (Note 22) at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Less than 1 Between 1 and Between 2 year 2 years and 5 years Over 5 years RMB ‘000 RMB ‘000 RMB ‘000 RMB ‘000 At 30 June 2015 Bank borrowings - Principals 400 400 1,201 3,003 - Interests 74 68 167 180 Trade and other payables 7,110,513 - - - Financial liabilities at fair value through profit or loss 82 - - - 7,111,069 468 1,368 3,183 At 31 December 2014 Bank borrowings - Principals 401 401 1,202 3,205 - Interests 77 71 176 204 Trade and other payables 7,828,285 - - - Financial liabilities at fair value through profit or loss 2,011 - - - 7,830,774 472 1,378 3,409 35 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management (continued) 3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as borrowings divided by total capital. Total capital is calculated as equity, as shown in the consolidated statement of financial position, plus borrowings. The Group aims to maintain the gearing ratio at a reasonable level. The gearing ratios at 30 June 2015 and 31 December 2014 were as follows: 31 June 2015 31 December 2014 RMB’000 RMB’000 Total borrowings 5,004 5,209 Total equity 10,842,643 10,598,429 Total capital 10,847,647 10,603,638 Gearing ratio 0.05% 0.05% 3.3 Fair value estimation Financial liabilities at fair value through profit or loss are forward exchange contracts which are not traded in an active market. The fair value is determined by using valuation techniques which maximised the use of observable market data where it is available and rely as little as possible on entity specific estimates. The different levels have been defined as follows: Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). Since all significant inputs required to value the instrument are observable, the forward exchange contracts are classified as level 2. The carrying amounts of the Group’s financial assets including cash and cash equivalents, trade and other receivables and financial liabilities including trade and other payables, borrowing, approximate their fair values due to their short maturities. The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. 36 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management (continued) 3.3 Fair value estimation (continued) The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments. 4 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (1) Provisions The Group provides warranties on automobile and undertakes to repair or replace items that fail to perform satisfactorily based on certain pre-determined conditions. Management estimates the related warranty claims based on historical warranty claim information including level of repairs and returns as well as recent trends that might suggest that past cost information may differ from future claims. Factors that could impact the estimated claim information include the success of the Group’s productivity and quality controls, as well as parts and labour costs. Any increase or decrease in the provision would affect profit or loss in future years. (2) Pension benefits The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. Any changes in these assumptions will impact the carrying amount of pension obligations. The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability. Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in Note 23. 37 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 4 Critical accounting estimates and judgements (continued) (3) Taxation The Group is subject to various taxes in the PRC, including corporate income tax, value added tax and consumption tax. Significant judgment is required in determining the provision for these taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from amounts that were initial recorded, such differences will impact the tax provisions in the period such determination is made. Deferred income tax assets relating to certain temporary differences are recognised as management considers it is probable that future taxable profit will be available against which the temporary differences can be utilised. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred tax assets and tax in the periods in which such estimate is changed. As at 30 June 2015, the Group has deferred tax assets of approximately RMB398,908,000. To the extent that it is probable that taxable profit will be available against which the deductible temporary differences will be utilised, deferred tax assets are recognised mainly for temporary differences arising from accrued expenses and retirement benefit obligations. As at 30 June 2015, the Group has deferred tax liabilities of approximately RMB28,917,000. Deferred tax liabilities were provided on taxable temporary differences arose from the fair value gains on acquisition of a subsidiary. (4) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.8. The recoverable amounts of cash-generating units have been determined based on value in use calculations. These calculations require the use of estimates (Note 14). (5) Impairment of inventory Inventories shall be measured at the lower of cost and the net realisable value. The Group will reassess whether the inventories’ net realisable value is lower than the inventories’ cost at end of each year. Impairment provision for inventories is recognised in profit or loss when the cost is higher than the net realisable value. 38 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 5 Revenue and segment information The Group principally derives its turnover from the manufacture, assembly and sale of automobiles, related spare parts and components, and sales are made principally in the PRC. Revenue represents the total invoiced value of goods supplied to customers, net of value-added tax, returns and allowances. Management has determined the operating segment based on the reports reviewed by the strategic executive committee that are used to make strategic decisions. The committee considers the business from the product perspective as all the Group’s sales are made in the PRC. Since the Group principally derives its turnover from the sale of automobiles, the committee considers the automobile business as a whole in allocating resources and assessing performance. Accordingly, no segment information is presented. 6 Expenses by nature Six months ended 30 June 2015 2014 RMB’000 RMB’000 Changes in inventories of finished goods and work in progress 167,151 289,238 Raw materials and consumables used 8,003,085 8,303,412 Employee benefit expenses (Note 7) 880,091 765,257 Depreciation of PPE (Note 12, 28) 270,989 253,642 Repairs and maintenance expenditure on PPE 43,641 38,232 Research and development expenditure 800,915 588,037 Amortisation of lease prepayment (Note 13, 28) 7,936 7,101 Amortisation of intangible assets (Note 14, 28) 3,286 2,051 Provision for receivables impairment (Note 18, 28) 985 1,896 Provision of warranty (Note 24) 55,961 114,578 Finance costs (Note 8, 9) 1,613 1,829 Others 470,085 539,671 Total cost of sales, distribution costs, impairment charges of non-current assets, finance costs and administrative expenses 10,705,738 10,904,944 For the six months ended 30 June 2015, depreciation of PPE of RMB17,987,000 (The six months ended 30 June 2014: RMB14,518,000) and amortisation of intangible assets of RMB1,485,000 (The six months ended 30 June 2014: RMB1,641,000) were included in research and development expenditure. Finance costs included interest expense on bank loan, exchange losses and other finance costs. 39 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 7 Employee benefit expenses Six months ended 30 June 2015 2014 RMB’000 RMB’000 Wages and salaries 643,777 570,078 Social security costs 80,312 65,323 Pension costs defined contribution plans 107,826 92,583 Others 48,176 37,273 880,091 765,257 The employees of the Group participated in a retirement benefit plan organised by the municipal and provincial governments under which the Group was required to make defined contributions monthly to this plan. In addition, the Group also paid certain pension subsidies to certain retired employees. In accordance with the Group’s early retirement programs, the Group was also committed to making periodic benefit payments to certain early-retired employees until they reach their legal retirement ages. 8 Other income Six months ended 30 June 2015 2014 RMB’000 RMB’000 Government grants (a) 204,078 273,905 Others (5,480) (168) 198,598 273,737 (a) For the six months ended 30 June 2015, the Group received grants of approximately RMB204,078,000, mainly from Finance Bureau of Nanchang, Finance Bureau of Nanchang Qingyunpu District and the Finance Bureau of Economic Development District Administrative Commission of Taiyuan. Those grants were to support the group’s operation. 9 Finance income and cost Six months ended 30 June 2015 2014 RMB’000 RMB’000 (a) Finance income Interest income on bank deposits 129,404 98,181 Interest income on credit sales 18,593 27,136 147,997 125,317 (b) Finance cost Interest expense on bank loans (209) (209) Bank charges (268) (293) (477) (502) Net finance income 147,520 124,815 40 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 10 Taxation (a) Corporate income tax (“CIT”) As the Company is qualified as a high-tech enterprise and approved by the relevant tax authorities in 2012, the Company is entitled to a preferential CIT rate of 15% from 2012 to 2014. The application of the authorised certificate of High-Tech Enterprise is in progress pursuant to the relevant PRC tax rules and regulations.The CIT rates of JMC Heavy Duty Vehicle Co., Ltd (JMCH) and Jiangling Motor Sales Co, Ltd., the subsidiaries of the Company are 25%. The amounts of income tax expense charged to profit or loss represented: Six months ended 30 June 2015 2014 RMB’000 RMB’000 Current tax (144,643) (235,636) Deferred tax (Note 16) (41,281) 57,818 (185,924) (177,818) The difference between the actual income tax charge in profit or loss and the amounts which result from applying the enacted tax rate to profit before income tax can be reconciled as follows: Six months ended 30 June 2015 2014 RMB’000 RMB’000 Profit before tax 1,267,456 1,342,195 Tax calculated at tax rates applicable to profits in the respective companies (189,216) (204,667) Tax concessions 160 469 Expenses not deductible for tax purposes (25,271) (3,073) Income not subject to tax 53,365 40,009 Effect of different tax rates applied for the periods in which the temporary differences are expected to reverse (57) (245) Tax losses for which no deferred income tax asset was recognised (24,905) (10,311) Tax charge (185,924) (177,818) The weighted average applicable tax rate was 15% (the six months ended 30 June 2014: 15%). 41 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 10 Taxation (continued) (a) Value-added tax (“VAT”) Output VAT is levied at a general rate of 17% on the selling price of goods. Input VAT paid on purchase of goods and equipment can be used to offset the output VAT to determine the net VAT payable. (b) Consumption Tax (“CT”) The Group’s automobile sale is subject to CT at 5% or 9% on the selling price of goods. 11 Earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. Six months ended 30 June 2015 2014 Profit attributable to equity holders of the Company (‘000) 1,081,532 1,164,377 Weighted average number of ordinary shares in issue (‘000) 863,214 863,214 Basic earnings per share (RMB) 1.25 1.35 Diluted earnings per share equals to basic earnings per share as there were no dilutive potential ordinary shares outstanding during the six months ended 30 June 2015. 42 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 12 Property, plant and equipment Plant and Motor Electronic and other Assets under Buildings Machinery Vehicles Moulds equipment’s constructions Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2014 Cost 1,721,207 3,369,228 156,912 1,333,643 1,982,205 861,701 9,424,896 Accumulated depreciation and impairment (287,680) (1,756,039) (70,814) (1,057,826) (1,102,708) (692) (4,275,759) Net book amount 1,433,527 1,613,189 86,098 275,817 879,497 861,009 5,149,137 Year ended 31 December 2014 Opening net book amount 1,433,527 1,613,189 86,098 275,817 879,497 861,009 5,149,137 Additions - - - - - 1,250,711 1,250,711 Transfers 98,938 193,735 46,055 89,145 384,468 (812,341) - Disposals (89) (10,203) (1,643) (581) (6,139) - (18,655) Other deductions - (73,794) - - (3,627) (17,217) (94,638) Impairment charge (Note 6, 28) - (1,229) - - (2,277) - (3,506) Depreciation charge (Note 6, 28) (42,870) (178,027) (25,350) (87,230) (213,164) - (546,641) Closing net book amount 1,489,506 1,543,671 105,160 277,151 1,038,758 1,282,162 5,736,408 At 31 December 2014 Cost 1,819,897 3,138,887 190,888 1,421,197 2,030,067 1,282,854 9,883,790 Accumulated depreciation and impairment (330,391) (1,595,216) (85,728) (1,144,046) (991,309) (692) (4,147,382) Net book amount 1,489,506 1,543,671 105,160 277,151 1,038,758 1,282,162 5,736,408 Six months ended 30 June 2015 Opening net book amount 1,489,506 1,543,671 105,160 277,151 1,038,758 1,282,162 5,736,408 Additions - - - - - 605,388 605,388 Transfers 104,617 134,093 3,901 5,730 115,548 (363,889) - Disposals (2,671) (1,004) (904) - (950) - (5,529) Other deductions - (86,270) - - (910) (23,558) (110,738) Impairment charge (Note 6, 28) - - - - - - - Depreciation charge (Note 6, 28) (22,581) (89,287) (12,593) (50,843) (113,672) - (288,976) Closing net book amount 1,568,871 1,501,203 95,564 232,038 1,038,774 1,500,103 5,936,553 At 30 June 2015 Cost 1,919,979 3,084,475 190,960 1,403,696 2,111,829 1,500,795 10,211,734 Accumulated depreciation and impairment (351,108) (1,583,272) (95,396) (1,171,658) (1,073,055) (692) (4,275,181) Net book amount 1,568,871 1,501,203 95,564 232,038 1,038,774 1,500,103 5,936,553 43 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 12 Property, plant and equipment (continued) For the six months ended 30 June 2015, depreciation expense of approximately RMB247,139,000 (the six months ended 30 June 2014: RMB232,201,000) has been charged in cost of sales, RMB1,071,000 (The six months ended 30 June 2014: RMB1,048,000) in distribution costs and RMB40,766,000 (The six months ended 30 June 2014: RMB34,910,000) in administrative expenses. 13 Lease prepayment Lease prepayment represents the Group’s interests in land which are held on leases of 50 years. The movement is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Opening net book amount 590,629 604,831 Additions 20,048 - Amortisation charge (Note 6, 28) (7,936) (14,202) Closing net book amount 602,741 590,629 Cost 703,084 683,036 Accumulated amortisation (100,343) (92,407) Net book amount 602,741 590,629 Amortisation expense was charged in administrative expenses. 44 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 14 Intangible assets After-sale manageme nt model Software Goodwill Other Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2014 Opening net book amount - 18,968 89,028 39 108,035 Addition - 17,217 - - 17,217 Impairment charge - - (85,566) - (85,566) Amortisation charge (Note 6, 28) - (7,503) - (10) (7,513) Closing net book amount - 28,682 3,462 29 32,173 At 31 December 2014 Cost 36,978 68,040 89,028 1,649 195,695 Accumulated amortisation and impairment (36,978) (39,358) (85,566) (1,620) (163,522) Net book amount - 28,682 3,462 29 32,173 Six months ended 30 June 2015 Opening net book amount - 28,682 3,462 29 32,173 Addition - 3,362 - - 3,362 Impairment charge - - - - - Amortisation charge (Note 6, 28) - (4,765) - (6) (4,771) Closing net book amount - 27,279 3,462 23 30,764 At 30 June 2015 Cost 36,978 71,402 89,028 1,649 199,057 Accumulated amortisation and impairment (36,978) (44,123) (85,566) (1,626) (168,293) Net book amount - 27,279 3,462 23 30,764 For the six months ended 30 June 2015, amortisation expense of approximately RMB4,666,000 (the six months ended 30 June 2014: RMB3,579,000) was charged in administrative expenses, RMB97,000 (the six months ended 30 June 2014: RMB97,000) in cost of sales and RMB8,000 in distribution costs (the six months ended 30 June 2014: RMB16,000). 45 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 14 Intangible assets (continued) Impairment test for goodwill Goodwill arises on the acquisition of a subsidiary, and is monitored by the management at the cash generating unit level. The goodwill is allocated to the following cash generating unit (“CGU”): 31 December 2013 Addition Impairment 31 December 2014 RMB’000 RMB’000 RMB’000 RMB’000 JMCH 89,028 - (85,566) 3,462 31 December 2014 Addition Impairment 30 June 2015 RMB’000 RMB’000 RMB’000 RMB’000 JMCH 3,462 - - 3,462 The recoverable amount of the CGU is determined based on value in use calculations. These calculations use after-tax cash flow projections based on financial budgets approved by management covering a nine-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The growth rate does not exceed the long-term average growth rate for the heavy duty vehicle business in which the CGU operates. The key assumptions used for value in use calculations in 2014 are as follows: Item JMCH Compound annual volume growth rate 257% Long term growth rate 3% Discount rate 19.4% The long term growth rates used are consistent with the forecasts included in industry reports. The discount rates used are after-tax and reflect specific risks relating to the relevant operating subsidiary. The impairment charge arose in the wholesale CGU following a decision in 2014 to reduce the manufacturing output and adjust the gross profit margin of products of JMCH. Following this decision, the group reassessed the recoverable value of the CGU, and made impairment provision in accordance with the accounting policy stated in Note 2.8. No other class of asset other than goodwill was impaired. 46 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 15 Investments accounted for using the equity method (a) Movement of investment accounted for using the equity method is set out as follows which is an investment in an associate: 30 June 2015 31 December 2014 RMB’000 RMB’000 At beginning of the year 26,948 34,682 Share of profit (Note 28) 7,307 19,347 Dividends receivable - (15,657) Dividends received - (11,424) At end of the period 34,255 26,948 In March 1996, the Company entered into a Sino-foreign equity joint venture agreement with Visteon International Holding Co., Ltd. (“Visteon”) to form Jiangxi Fuchang Climate Systems Co., Ltd. (“Jiangxi Fuchang”) in PRC, with operating period of 30 years, and its principal activities include manufacture and sale of air-conditioners and spare parts for motor vehicles. On 1 June 2008, Visteon transferred its equity interests of Jiangxi Fuchang to Visteon Motor Climate Control Holding (Hong Kong) Co., Ltd. (“Visteon Hong Kong”), a subsidiary of Visteon, and Jiangxi Fuchang was renamed as Visteon Climate Control (Nanchang) Co., Ltd. (“Visteon Climate Control Nanchang”).On 14 May 2013, Visteon transferred its equity interests of Visteon Hong Kong to Halla Visteon Climate Control Corporation, a subsidiary of Visteon, and Visteon Climate Control Nanchang was renamed as Halla Visteon Climate Control (Nanchang) Co., Ltd. (“Halla Visteon Climate Control (Nanchang)”). Halla Visteon Climate Control (Nanchang) has a registered capital of USD5.6 million, of which Visteon Hong Kong has 80.85% interest and the Company has the remaining 19.15% interest. Although the Group holds less than 20% of the equity interests of Halla Visteon Climate Control (Nanchang), the Group exercises significant influence by virtue of its appointment on two directors to the board of directors of that company and has the power to participate in the financial and operating policy decisions of Halla Visteon Climate Control (Nanchang), and is regarded as an associate of the Group. The investment is accounted for using the equity method of accounting. (b) Summarised financial information for associate are as follows: Summarised balance sheet 30 June 2015 31 December 2014 RMB’000 RMB’000 Current Cash and cash equivalents 53,574 113,954 Other current assets (excluding cash) 198,938 202,430 Total current assets 252,512 316,384 Current liabilities (128,871) (233,321) Non-current Assets 55,234 57,656 Net assets 178,875 140,719 47 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 15 Investments accounted for using the equity method (continued) Summarised statement of comprehensive income Six months ended 30 June 2015 2014 RMB’000 RMB’000 Revenue 263,581 297,223 Cost of sales (187,858) (193,093) Sale tax (1,179) (2,330) Distribution costs (4,004) (4,978) Administrative expenses (19,768) (14,504) Financial income (170) 586 Non-operating income/(expenses) 73 862 Profit before income tax 50,675 83,766 Income tax expense (12,519) (22,904) Other comprehensive income - - Total comprehensive income 38,156 60,862 (c) Reconciliation of summarised financial information Six months ended 30 June 2015 2014 RMB’000 RMB’000 Opening net assets 1 January 140,719 181,105 Profit for the period 38,156 60,862 Dividends distributed (59,657) Closing net assets 178,875 182,310 Interest in associate 19.15% 19.15% Carrying value 34,255 34,912 16 Deferred income tax 30 June 2015 31 December 2014 RMB’000 RMB’000 Deferred tax assets 400,909 442,408 Deferred tax liabilities- can be offset (2,001) (1,678) Deferred tax liabilities- cannot be offset (28,917) (29,458) Deferred tax assets (net) 398,908 440,730 Deferred tax liabilities (net) (28,917) (29,458) 48 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 16 Deferred income tax (continued) The gross movement on the deferred income tax account is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 At beginning of the year 411,272 271,816 Credited/(charged) to profit or loss (41,281) 138,961 Credited to other comprehensive income (Note 10) - 495 At end of the period 369,991 411,272 The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: Deferred tax assets Provision for Retirement impairment of benefits Accrued assets obligation expenses Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2014 7,201 13,430 250,344 33,517 304,492 Credited/(Charged) to profit or loss (1,872) (1,483) 131,093 9,683 137,421 Charged to other comprehensive income - 495 - - 495 At 31 December 2014 5,329 12,442 381,437 43,200 442,408 Charged to profit or loss (256) (424) (30,235) (10,584) (41,499) Charged to other comprehensive income - - - - - At 30 June 2015 5,073 12,018 351,202 32,616 400,909 Deferred tax liabilities Forward Amortization of Fair value exchange Intangible Assets gains contracts Total RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2014 (2,071) (30,535) (70) (32,676) Credited to profit or loss 393 1,077 70 1,540 At 31 December 2014 (1,678) (29,458) - (31,136) (Charged)/Credited to profit or loss (323) 541 - 218 At 30 June 2015 (2,001) (28,917) - (30,918) 49 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 16 Deferred income tax (continued) . The analysis of deferred tax assets and deferred tax liabilities is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Deferred tax assets: –Deferred tax asset to be recovered after more than 12 months 11,323 12,036 –Deferred tax asset to be recovered within 12 months 389,586 430,372 400,909 442,408 30 June 2015 31 December 2014 RMB’000 RMB’000 Deferred tax liabilities: –Deferred tax liabilities to be recovered after more than 12 months (29,250) (29,458) –Deferred tax liabilities to be recovered within 12 months (1,668) (1,678) (30,918) (31,136) Tax losses for which no deferred income tax assets were recognised is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Tax losses 209,719 275,289 The expiry years of the tax losses are as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 2015 32,459 32,459 2016 6,721 6,721 2017 89,447 89,447 2018 44,319 44,319 2019 36,773 102,343 209,719 275,289 50 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 17 Inventories 30 June 2015 31 December 2014 RMB’000 RMB’000 Raw materials 1,017,177 927,110 Work in progress 155,195 159,502 Finished goods 410,099 572,095 1,582,471 1,658,707 For the six months ended 30 June 2015, the cost of inventories recognised as expenses and included in cost of sales amounted to approximately RMB8,170,236,000 ( the six months ended 30 June 2014: RMB8,592,650,000). A provision of RMB32,367,000 (2014: RMB33,216,000) was made as at 30 June 2015. In 2015, the Group wrote-off inventories with provision of RMB849,000 made in prior years. The provision and reversal of the inventory write-down have been included in ‘cost of sales’ of profit or loss. As at 30 June 2015, no inventory was pledged as security for liabilities. 18 Trade, other receivables and prepayments 30 June 2015 31 December 2014 RMB’000 RMB’000 Trade receivables 856,251 696,258 Less: Provision for impairment of trade receivables (7,719) (6,919) Trade receivables – net 848,532 689,339 Notes receivables 714,541 799,782 Other receivables 90,353 53,387 Less: Provision for impairment of other receivables (887) (719) Other receivables – net 89,466 52,668 Prepayments 498,900 340,880 Dividends receivables - 15,657 Interest receivables 73,270 107,836 2,224,709 2,006,162 Refer to Note 31 for details of receivables from related parties. The carrying amounts of the Group’s trade and other receivables are all denominated in RMB. The carrying amounts of trade and other receivables approximate their fair values. 51 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 18 Trade, other receivables and prepayments (continued) Movement on the provision for impairment of trade and other receivables is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 At beginning of the year (7,638) (6,841) Provision for receivables impairment (Note 6, 28) (985) (1,623) Receivables written off during the year as uncollectible (Note 6, 28) 17 826 At end of the period (8,606) (7,638) The creation of provision for impaired receivables have been included in ‘administrative expense’ in profit or loss (Note 6). As at 30 June 2015, trade receivables of approximately RMB98,311,000 (2014: RMB42,191,000) were past due but not impaired. These balances related to a number of independent customers for whom there was no recent history of default. The ageing analysis of these trade receivables based on past due date is as below: 30 June 2015 31 December 2014 RMB’000 RMB’000 Up to 3 months 29,075 8,167 3 months to 6 months 38,579 23,858 Over 6 months 25,352 10,166 93,006 42,191 The other classes within trade and other receivables do not contain impaired assets. As of 30 June 2015, trade receivables of RMB3,455,000 (2014:RMB3,455,000) were individually impaired. The amount of the provision was RMB3,455,000 as of 30 June 2015 (2014: RMB3,455,000). The individually impaired receivables mainly relate to customers, which are in unexpectedly difficult economic situations. It was assessed that the receivable is expected to be not recovered. The ageing of these receivables is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Over 6 months 3,455 3,455 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. 52 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 19 Cash and bank balances (a) Cash and cash equivalents 30 June 2015 31 December 2014 RMB’000 RMB’000 Cash at bank and in hand 963,767 982,460 Short-term bank deposits (i) 7,745,000 7,981,008 8,708,767 8,963,468 As at 30 June 2015, the Group had cash of approximately RMB386,036,000 (2014: RMB 181,674,000) deposited in JMCF (Note 31 (iii)). The interest rates range from 0.455% to 3.06% per annum (2014: 0.42% to 1.38%). JMCF, a non-bank financial institution, is a subsidiary of JMCG. (i) Short-term bank deposits can be withdrawn at the discretion of the Group without any restriction. (b) Restricted cash As at 30 June 2015, none(2014: RMB6,810,000) are restricted deposits held at bank as reserve for bank acceptance note. 20 Share capital Tradable shares Total Number of “A” shares “B” shares shares Non- (thousands) Restricted restricted RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2014 Balance at 1 January 2014 863,214 2,542 516,672 344,000 863,214 Transfer - (720) 720 - - Balance at 31 December 2014 863,214 1,822 517,392 344,000 863,214 Year ended 31 December 2014 Balance at 1 January 2015 863,214 1,822 517,392 344,000 863,214 Transfer - (36) 36 - - Balance at 30 June 2015 863,214 1,786 517,428 344,000 863,214 All the “A” and “B” shares are registered, issued and fully paid shares of RMB1 each. All the “A” and “B” shares rank pari passu in all respects. After the implementation of the share reform scheme on 13 February 2006, 1,786,000 shares were still restricted as at 30 June 2015. 53 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 21 Other reserves Statutory surplus reserve fund (a) Reserve fund Others Total RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2014 431,607 18,627 6,217 456,451 Other comprehensive income - - - - -Remeasurements of retirement benefit obligation, net of tax - - (1,483) (1,483) At 31 December 2014 431,607 18,627 4,734 454,968 Other comprehensive income - - - - -Remeasurements of retirement benefit obligation, net of tax - - - - At 30 June 2015 431,607 18,627 4,734 454,968 (a) In accordance with the relevant laws and regulations in the PRC and Articles of Association of the Company, it is required to appropriate 10% of its annual net profit, after offsetting any prior years’ losses as determined under the Accounting Standards for Business Enterprises in the PRC, to the statutory surplus reserve fund before distributing the net profit. When the balance of the statutory surplus reserve fund reaches 50% of the Company’s share capital, any further appropriation is at the discretion of shareholders. The statutory surplus reserve fund can be used to offset prior years’ losses, if any, and may be converted into share capital by issuing new shares to shareholders in proportion to their existing shareholding or by increasing the par value of the shares currently held by them. The fund is non-distributable except for liquidation. As the balance of the statutory surplus reserve fund has reached 50% of the Company’s share capital, there are no further appropriations to the statutory surplus reserve fund for the six months ended 30 June 2015. 22 Borrowings 30 June 2015 31 December 2014 RMB’000 RMB’000 Current Bank borrowings - guaranteed (a) 400 401 Non-current Bank borrowings - guaranteed (a) 4,604 4,808 Total borrowings 5,004 5,209 (a) Bank borrowings of USD819,000 (equivalent to approximately RMB5,004,000) (2014:USD851,000 equivalent to approximately RMB5,209,000) were guaranteed by JMCF (Note 31 (v)). The interest rate of bank borrowings is 1.50% per annum (2014: 1.50%). The fair value of borrowings approximates their carrying values. 54 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 22 Borrowings (continued) The maturity of non-current borrowings is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Between 1 and 2 years 400 401 Between 2 and 5 years 1,201 1,202 Over 5 years 3,003 3,205 4,604 4,808 The Group has the following undrawn borrowing facilities: 30 June 2015 31 December 2014 RMB’000 RMB’000 Fixed rate - Expiring within one year 1,314,455 1,174,626 23 Retirement benefits obligations The amount of early retirement and supplemental benefit obligations recognised in the statement of financial position is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Present value of defined benefits obligations 52,902 55,726 The movement of early retirement and supplemental benefit obligations For the six months ended 30 June 2015 is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 At beginning of the year 55,726 57,001 For the year -Current service cost - 1,292 -Interest cost - 2,399 -Payment (2,824) (7,378) -Actuarial loss - 2,412 At end of the period 52,902 55,726 Current 5,580 5,580 Non-current 47,322 50,146 52,902 55,726 The material actuarial assumptions used in valuing these obligations are as follows: 30 June 2015 31 December 2014 Discount rate adopted —— 3.75% The salary and supplemental benefits inflation rate of retiree, early-retiree and employee at post —— 0% to 6% 55 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 23 Retirement benefits obligations (continued) As at 30 June 2015, the Group did not estimate the present value of defined benefits obligations . Based on the assessment and IAS 19, the Group estimated that, at 30 June 2015, a provision of RMB52,092,000 is sufficient to cover all future retirement-related obligations. Obligation in respect of retirement benefits of RMB52,092,000 is the present value of the unfunded obligations, of which the current portion amounting to RMB5,580,000 (2014: RMB5,580,000) has been included under current liabilities. 24 Provisions for warranty and other liabilities The movement on the warranty provisions is as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 At beginning of the year 226,503 191,095 Charged for the year (Note 6) 55,961 204,768 Utilised during the year (88,384) (169,360) Other addition - - At end of the period 194,080 226,503 The above represents the warranty costs for repairs and maintenance, which are estimated based on present after-sale service policies and prior years’ experience on the occurrence of such cost. For the business motor vehicles the warranty period is the sooner of 2 years and 50,000 kilometres since the motor vehicles are sold to consumer, while for the SUV the warranty period is the sooner of 3 years and 60,000 kilometres since the motor vehicles are sold to consumer. 25 Financial liabilities at fair value through profit or loss 30 June 2015 31 December 2014 RMB’000 RMB’000 Forward exchange contracts 82 2,011 56 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 26 Trade and other payables 30 June 2015 31 December 2014 RMB’000 RMB’000 Trade payables 4,986,635 5,626,580 Payroll and welfare payable 216,108 280,620 Dividend payables 847,253 10,001 Other payables 2,332,953 2,503,072 8,382,949 8,420,273 Refer to Note 31 for details of amount due to related parties. 27 Dividends A final dividend for 2014 of RMB0.97 per share, amounting to a total dividend of RMB837,318,000 is proposed at the Shareholders’ Meeting on 25 June 2015. 28 Cash generated from operations Six months ended 30 June 2015 2014 RMB’000 RMB’000 Profit before tax 1,267,456 1,342,195 Depreciation of PPE (Note 6, 12) 288,976 268,159 Amortisation of lease prepayment (Note 6, 13) 7,936 7,101 Amortisation of intangible assets (Note 6, 14) 4,771 3,692 Provision for receivables impairment (Note 6, 18) 985 1,896 Loss on disposals of PPE 3,508 488 Finance cost (Note 9) 477 502 Finance income (Note 9) (147,997) (125,317) Net foreign exchange transaction loss /(gain) 1,136 1,327 Share of profit from investment accounted for using equity method (Note 15) (7,307) (11,655) Investment loss of forward exchange contracts 5,365 84 Changes on fair value of forward exchange contracts (1,929) 588 Changes in working capital: - Decrease in restricted cash 6,810 - - Decrease in inventories 67,841 161,740 - Increase in trade and other receivables (238,306) (439,725) - (Decrease)/Increase in provisions for warranty (32,422) 34,210 - (Decrease)/Increase in trade and other payables (703,538) 231,212 - Decrease in pensions and other retirement benefits (2,824) (4,216) Cash generated from operations 520,938 1,472,281 57 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 28 Cash generated from operations (continued) In the cash flow statement, proceeds from disposal of PPE comprise: Six months ended 30 June 2015 2014 RMB’000 RMB’000 Net book amount 5,529 7,502 Loss on disposal of PPE (3,508) (488) Offset with trade and other payables 104 (383) Proceeds from disposal of PPE 2,125 6,631 29 Contingencies At 30 June 2015, the Group did not have any significant contingent liabilities. 30 Commitments Capital commitments Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements are as follows: 30 June 2015 31 December 2014 RMB’000 RMB’000 Contracted but not provided for: Purchases of buildings, plant and machinery 1,080,045 1,218,684 31 Related party transactions Related parties are those parties that have the ability to control the other party or exercise significant influence in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Jiangling Motor Holdings Co. Ltd. (“JMH”), which owns 41.03% of the Company’s shares, and Ford Motor Company (“Ford”), which owns 32% of the Company’s shares, are major shareholders of the Company as at 30 June 2015. For JMH, the shareholders are Chongqing Changan Automobile Corporation Ltd. (“Changan Auto”) and JMCG, both of them hold 50% equity interest of JMH, respectively. The following is a summary of the significant transactions carried out between the Group, its associates, JMCG and its subsidiaries, Ford and its subsidiaries in the ordinary course of business during the six months ended 30 June 2015. 58 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) For the six months ended 30 June 2015, related parties, other than the subsidiary, and their relationship with the Group are as follows: Name of related party Relationship JMCG Shareholder of JMH Ford Motor (China) Co., Ltd. Subsidiary of Ford Ford Motor Research & Engineering (Nanjing) Co., Ltd. Subsidiary of Ford Ford Global Technologies, LLC Subsidiary of Ford Ford Otosan Company Subsidiary of Ford Ford Motor Company of Australia Limited Subsidiary of Ford JMCG Interior Trim Factory Subsidiary of JMCG Jiangxi JMCG Industry Co., Ltd. Subsidiary of JMCG JMCG Property Management Co. Subsidiary of JMCG Jiangxi Jiangling Chassis Co., Ltd. Subsidiary of JMCG Jiangling Material Co. Subsidiary of JMCG Nanchang JMCG Skyman Auto Component Co., Ltd. Subsidiary of JMH Nanchang Gear Co., Ltd. Subsidiary of JMCG Jiangxi Jiangling Lear Interior System Co., Ltd. Subsidiary of JMCG Nanchang Jiangling Hua Xiang Auto Components Co., Ltd. Subsidiary of JMCG Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. Subsidiary of JMCG JMCF Subsidiary of JMCG Jiangxi Lingge Non-ferrous Metal Die-casting Co., Ltd. Subsidiary of JMCG Jiangxi Jiangling Material Utilization Co., Ltd. Subsidiary of JMCG Jiangxi JMCG Shangrao Industrial Co., Ltd. Subsidiary of JMCG JMCG Jiangxi Engineering Construction Co., Ltd. Subsidiary of JMCG Nanchang JMCG Xinchen Auto Component Co., Ltd. Subsidiary of JMCG Nanchang JMCG Shishun Logistics Co., Ltd. Subsidiary of JMCG Nanchang Lianda Machinery Co., Ltd. Subsidiary of JMCG Jiangxi JMCG Yichehang Second-hand Motors Sales Co., Ltd. Subsidiary of JMCG Jiangxi ISUZU Engine Co., Ltd. Subsidiary of JMCG Nanchang JMCG Liancheng Auto Component Co., Ltd. Subsidiary of JMCG JMCG Jingma Motors Co., Ltd. Subsidiary of JMCG Nanchang JMCG Printing Plant Co., Ltd. Associate of JMCG JMCG Hequn Costume Co., Ltd. Associate of JMCG GETRAG (Jiangxi) Transmission Company Associate of JMCG Nanchang Baojiang Steel Processing Distribution Co., Ltd. Associate of JMCG Jiangling Aowei Aotomobile Spare Part Co., Ltd. Associate of JMCG Halla Visteon Climate Control (Nanchang) Co., Ltd. Associate of the Company Jiangxi Biaohong Engine Tappet Co., Ltd. Subsidiary of JMCG Nanchang Jiangling Huasheng Cleaner Co., Ltd. Subsidiary of JMCG Jiangxi Sinodef International Trade Co.,Ltd. Subsidiary of JMCG Nanchang Unistar Electric & Electronics Co.,Ltd. Subsidiary of JMCG Nanchang Yinlun Heat-exchanger Co.,Ltd. Associate of JMCG Faurecia Emissions Control Technologies (Nanchang) Co., Ltd. Associate of JMCG Nanchang Hengou Industry Co., Ltd. Subsidiary of JMCG Changan Ford Automobile Co., Ltd. Joint venture of Ford Jiangxi Jiangling Special Purpose Vehicle Co., Ltd. Subsidiary of JMCG Jiangxi Jiangling Real Estate Co., Ltd. Subsidiary of JMCG 59 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i) Purchases of goods and services Six months ended 30 June Purchase of goods 2015 2014 RMB’000 RMB’000 Jiangxi Jiangling Chassis Co., Ltd. 390,207 400,796 GETRAG (Jiangxi) Transmission Company 326,771 315,566 JMCG Interior Trim Factory 190,610 353,799 Nanchang Baojiang Steel Processing Distribution Co., Ltd. 313,992 290,404 Jiangxi Jiangling Lear Interior System Co., Ltd. 236,173 260,473 Ford 178,711 220,474 Nanchang JMCG Liancheng Auto Component Co., Ltd. 148,015 143,494 Nanchang Jiangling Hua Xiang Auto Components Co., Ltd. 137,056 146,075 Halla Visteon Climate Control (Nanchang) Co., Ltd. 123,085 134,733 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 111,566 107,442 Nanchang Unistar Electric & Electronics Co.,Ltd. 111,874 130,902 JMCG 75,163 61,527 Nanchang JMCG Skyman Auto Component Co., Ltd. 37,907 39,549 Nanchang Lianda Machinery Co., Ltd. 40,705 32,531 Jiangling Material Co. 12,377 17,346 Jiangling Aowei Aotomobile Spare Part Co., Ltd. 19,023 20,118 Jiangxi Lingge Non-ferrous Metal Die-casting Co., Ltd. 18,890 16,903 Nanchang JMCG Xinchen Auto Component Co., Ltd. 13,488 12,663 Nanchang Yinlun Heat-exchanger Co.,ltd 26,826 26,113 Jiangxi JMCG Shangrao Industrial Co., Ltd. 4,555 10,606 Jiangxi Jiangling Material Utilization Co., Ltd. 2,287 5,054 Jiangxi ISUZU Engine Co., Ltd. 8,789 4,721 Nanchang Jiangling Huasheng Cleaner Co., Ltd. 3,460 3,077 Jiangxi Biaohong Engine Tappet Co., Ltd. 5,277 4,520 Nanchang JMCG Printing Plant Co., Ltd. 2,625 2,842 Nanchang Gear Co., Ltd. 8,194 4,222 JMCG Hequn Costume Co., Ltd. 1,272 941 Faurecia Emissions Control Technologies (Nanchang) Co., Ltd. 2,772 223 Ford Motor (China) Co., Ltd. - 12,500 Jiangxi JMCG industry Co., Ltd. 5,388 - Jiangxi Jiangling Special Purpose Vehicle Co., Ltd. 178,609 - Others 209 803 2,735,876 2,780,417 60 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i) Purchases of goods and services (continued) Six months ended 30 June Purchase of services 2015 2014 RMB’000 RMB’000 Ford - services (a) 185,150 179,442 Nanchang JMCG Shishun Logistics Co., Ltd. - services 106,385 94,900 Jiangxi JMCG Industry Co.,Ltd. - services 15,331 13,889 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. - services 4,251 - JMCG Jiangxi Engineering Construction Co., Ltd. - services 10,372 8,218 Ford Otosan Company - services 161,576 - Ford Motor Research & Engineering (Nanjing) Co., Ltd. - services 1,531 - Nanchang Jiangling Hua Xiang Auto Components Co., Ltd. - services - 2,906 Jiangxi Jiangling Lear Interior System Co., Ltd. - services 5,124 2,337 GETRAG (Jiangxi) Transmission Company - services - 3,736 Nanchang Hengou Industry Co., Ltd. - services 16,971 - JMCG -rental expense 24 1,856 Jiangxi Jiangling Real Estate Co., Ltd. -rental expense 5 - Others 1,161 2,375 507,881 309,659 61 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i) Purchases of goods and services (continued) Purchase of services (continued) (a) The purchase of services from Ford mainly included the following: Pursuant to an agreement between the Company and Ford in 2012, the Company agreed to pay engineering service fee for project J08 with the total amount of approximately USD41,600,000 before 30 May 2015 in each quarter starting from 2012. During the six months ended 30 June 2015, the Company accrued service fee of USD4,371,000 (equivalent to approximately RMB26,724,000) payable to Ford. Pursuant to an agreement between the Company and Ford in 2014, the Company agreed to pay engineering service fee for project J08 with the total amount of approximately USD9,600,000 before 30 June 2015 in each quarter starting from 2014. During the six months ended 30 June 2015, the Company accrued service fee of USD2,765,000 (equivalent to approximately RMB16,903,000) payable to Ford. Pursuant to an agreement between the Company and Ford in 2013, the Company agreed to pay engineering service fee for project J09 with the total amount of approximately USD64,700,000 before 31 October 2015 in each quarter starting from 2013. During the six months ended 30 June 2015, the Company accrued service fee of USD4,235,000 (equivalent to approximately RMB26,230,000) payable to Ford. Pursuant to an agreement between the Company and Ford in 2014, the Company agreed to pay engineering service fee for project J09 with the total amount of approximately USD13,300,000 before 30 June 2015 in each quarter starting from 2014. During the six months ended 30 June 2015, the Company accrued service fee of USD7,386,000 (equivalent to approximately RMB45,746,000) payable to Ford. Pursuant to an agreement between the Company and Ford in 2014, the Company agreed to pay engineering service fee for project J09 with the total amount of approximately USD16,100,000 before 31 January 2016 in each quarter starting from 2014. During the six months ended 30 June 2015, the Company accrued service fee of USD7,329,000 (equivalent to approximately RMB45,453,000) payable to Ford. Pursuant to an agreement among the Company,JMCH,Ford and Ford Otosan Company in 2015, the Company agreed to pay engineering service fee for project J20 with the total amount of approximately USD41,200,000 before 1 December 2015. During the six months ended 30 June 2015, the Company accrued service fee of USD26,101,000 (equivalent to approximately RMB161,576,000) payable to Ford Otosan Company. 62 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) ii) Sales of goods and provision of services Sales of goods Six months ended 30 June 2015 2014 RMB’000 RMB’000 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 90,267 90,036 Jiangxi Jiangling Material Utilization Co., Ltd. 29,007 39,991 JMCG Interior Trim Factory 16,989 42,796 Jiangxi Jiangling Chassis Co., Ltd. 29,559 35,916 Nanchang JMCG Liancheng Auto Component Co., Ltd. 21,025 19,724 JMCG Jingma Motors Co., Ltd. 35,467 25,331 Jiangxi Sinodef International Trade Co.,Ltd. 10,504 8,909 Jiangxi Jiangling Lear Interior System Co., Ltd. 7,761 7,825 JMCG Property Management Co. 3,388 3,652 Jiangxi JMCG Yichehang Second-hand Motors Sales Co., Ltd. 529 1,735 Jiangxi ISUZU Engine Co., Ltd. 3,161 2,139 Jiangling Aowei Aotomobile Spare Part Co., Ltd. 191 1,262 JMH 427 656 Jiangxi JMCG Industrial Co. 4,605 1,120 Jiangxi Jiangling Special Purpose Vehicle Co., Ltd. 10,751 - Others 1,931 1,006 265,562 282,098 Sales of PPE Six months ended 30 June 2015 2014 RMB’000 RMB’000 Nanchang JMCG Liancheng Auto Component Co., Ltd. - 622 Jiangxi JMCG Industrial Co. 3 - 3 622 63 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) iii) Balances arising from sales/purchases of goods/services Trade receivables from related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 JMCG Jingma Motors Co., Ltd. 5,847 2,309 JMH 267 12 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. - 3,287 Jiangxi JMCG Industrial Co. 1,320 13 Others 315 - 7,749 5,621 Notes receivables from related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. - 15,044 JMCG Jingma Motors Co., Ltd. 24,864 34,378 24,864 49,422 Other receivables from related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 Ford Otosan Company 3,782 3,758 JMCG Jiangxi Engineering Construction Co., Ltd. - 211 3,782 3,969 Prepayments for purchasing of goods 30 June 2015 31 December 2014 RMB’000 RMB’000 Nanchang Baojiang Steel Processing Distribution Co., Ltd. 204,082 240,046 Changan Ford Automobile Co., Ltd. 22,220 17,109 226,302 257,155 64 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i iii) Balances arising from sales/purchases of goods/services (continued) Prepayments for construction in progress 30 June 2015 31 December 2014 RMB’000 RMB’000 JMCG Jiangxi Engineering Construction Co., Ltd. 2,332 1,697 Trade payables to related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 Jiangxi Jiangling Chassis Co., Ltd. 171,567 326,231 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 291,999 317,797 GETRAG (Jiangxi) Transmission Company 146,947 228,766 JMCG Interior Trim Factory 72,451 191,894 Jiangxi Jiangling Lear Interior System Co., Ltd. 193,676 188,264 Nanchang Jiangling Hua Xiang Auto Components Co., Ltd. 124,287 102,423 Nanchang JMCG Liancheng Auto Component Co., Ltd. 100,728 116,829 Halla Visteon Climate Control (Nanchang) Co., Ltd. 91,508 83,065 Ford 55,545 53,668 Nanchang Unistar Electric & Electronics Co.,ltd. 46,839 76,056 JMCG 124,965 85,250 Nanchang Lianda Machinery Co., Ltd. 19,554 26,881 Nanchang JMCG Skyman Auto Component Co., Ltd. 19,172 25,826 Jiangling Aowei Aotomobile Spare Part Co., Ltd. 12,959 16,110 Nanchang Yinlun Heat-exchanger Co.,Ltd. 31,300 18,577 Jiangxi Lingge Non-ferrous Metal Die-casting Co., Ltd. 8,614 12,612 Nanchang JMCG Xinchen Auto Component Co., Ltd. 4,742 8,699 Jiangxi JMCG Shangrao Industrial Co., Ltd. 13,178 14,153 Nanchang Jiangling Huasheng Cleaner Co., Ltd. 2,194 4,927 Jiangxi ISUZU Engine Co., Ltd. 5,607 4,697 Jiangxi Jiangling Material Utilization Co., Ltd. 1,409 2,060 Nanchang Gear Co., Ltd. 4,360 4,052 Jiangxi Biaohong Engine Tappet Co., Ltd. 2,403 3,359 Jiangling Material Co. 706 1,647 Nanchang JMCG Printing Plant Co., Ltd. 695 1,208 Jiangxi JMCG industrial Co. 2,979 353 Jiangxi Jiangling Special Purpose Vehicle Co., Ltd. 96,772 - Faurecia Emissions Control Technologies (Nanchang) Co., Ltd. 2,656 271 Others 71 30 1,649,883 1,915,705 65 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i iii) Balances arising from sales/purchases of goods/services (continued) Other payables to related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 Ford 155,622 118,926 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 7,306 3,386 Ford Global Technologies,LLC 21,196 17,574 Ford Otosan Company 204,494 6,309 JMCG Jiangxi Engineering Construction Co., Ltd. 1,773 3,648 Nanchang JMCG Shishun Logistics Co., Ltd. 3,453 2,803 Nanchang Jiangling Hua Xiang Auto Components Co., Ltd. 5,936 8,687 Jiangxi Jiangling Lear Interior System Co., Ltd. 3,939 1,832 GETRAG (Jiangxi) Transmission Company 949 8,090 Ford Motor Research & Engineering (Nanjing) Co., Ltd. 870 1,943 Ford Motor (China) Co., Ltd. 1,305 11,582 JMCG Property Management Co. 120 1,077 JMH 587 17 Nanchang JMCG Liancheng Auto Component Co., Ltd. 3,060 1,764 JMCG Hequn Costume Co., Ltd. 475 1,025 Nanchang Hengou Industry Co., Ltd. 7,466 10,785 Others 3,066 4,392 421,617 203,840 Advance from related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 486 9 Others 507 923 993 932 Cash deposit in related parties 30 June 2015 31 December 2014 RMB’000 RMB’000 JMCF (Note 19) 386,036 181,674 Six months ended 30 June Interest received from cash deposit in related 2015 2014 parties RMB’000 RMB’000 JMCF (Note 19) 5,236 2,124 66 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) iv) Service fee paid for management staff Pursuant to an agreement among the Company, Ford, Ford Motor Research & Engineering (Nanjing) Co., Ltd and Ford Motor (China) Co., Ltd. in 2008, some employees of Ford, Ford Motor Research & Engineering (Nanjing) Co., Ltd and Ford Motor (China) Co., Ltd. were assigned to the Company as management staff. During the six months ended 30 June 2015, the Company accrued service fee of approximately USD3,938,000 (equivalent to approximately RMB24,260,000), RMB961,000 and RMB1,783,000 payable to Ford, Ford Motor Research & Engineering (Nanjing) Co., Ltd and Ford Motor (China) Co., Ltd. for these employees, respectively. Pursuant to an agreement among the subsidiary of Company, Ford and Ford Motor (China) Co., Ltd. in 2014, some employees of Ford and Ford Motor (China) Co., Ltd. were assigned to the subsidiary of Company as management staff. During the six months ended 30 June 2015, the subsidiary of Company accrued service fee of approximately USD1,594,000 (equivalent to approximately RMB9,773,000) and RMB530,000 payable to Ford and Ford Motor (China) Co., Ltd. for these employees, respectively. Pursuant to an agreement between the Company and JMH in January 2015, some employees of JMH were assigned to the Company as management staff. During the six months ended 30 June 2015, the Company accrued service fee of approximately RMB571,000 payable to JMH for these employees. Pursuant to an agreement between the subsidiary of Company and Ford Otosan Company in 2014, some employees of Ford Otosan Company were assigned to the subsidiary of Company as management staff. During the six months ended 30 June 2015, the subsidiary of Company accrued service fee of approximately EUR1,685,000(equivalent to approximately RMB11,721,000) payable to Ford Otosan Company for these employees, respectively. v) Guarantee As at 30 June 2015, bank loans of USD819,000 (equivalent to approximately RMB5,004,000) (2014:USD851,000 equivalent to approximately RMB5,209,000) were guaranteed by JMCF (Note 22). 67 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) vi) Key management remuneration Key management includes directors (executive and non-executive), members of the Executive Committee, the Company Secretary and members of the Supervisory Board. During the six months ended 30 June 2015, the total remuneration of the key management was approximately RMB8,117,000 (The six months ended 30 June 2014: RMB6,335,000 ). vii) Royalty fee a) Pursuant to a development agreement among the Company, Ford, Ford Global Technologies, LLC and Ford Otosan Company in 2008, the Company agreed to pay royalty fee to Ford at 2.6% on the net sales amount of V348 series automobiles till the sale of the products ceased. The 67.31% and 32.69% of total royalty fee should be paid to Ford Global Technologies, LLC and Ford Otosan Company respectively. During the six months ended 30 June 2015, the total royalty fee payable to Ford Global Technologies, LLC and Ford Otosan Company was approximately USD3,688,000 (equivalent to approximately RMB22,601,000). As at 30 June 2015, the balance of USD3,299,000 not yet paid was included in other payables. b) Pursuant to a technology licensing contract between the Company, Ford and Ford Global Technologies, LLC in 2007, the Company agreed to pay of licensing fee to Ford or its designee at USD92 for each of the Puma Diesel Engine manufactured by the Company. During the six months ended 30 June 2015, the total licensing fee payable to Ford Global Technologies, LLC was approximately USD1,396,000 (equivalent to approximately RMB8,638,000). As at 30 June 2015, the balance of USD1,246,000 not yet paid was included in other payables. c) Pursuant to a technology licensing contract between JMCH, the subsidiary of the Company, and Ford Otosan Company in 2014, JMCH agreed to pay licensing fee to Ford Otosan Company of approximately EUR8,000,000. During the six months ended 30 June 2015, JMCH accrued licensing fee of EUR2,000,000 payable to Ford Otosan Company. As at 30 June 2015, the balance of EUR2,000,000 not yet paid was included in other payables. 68 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) viii) Transaction with other state-owned entities The Company’s largest shareholder is JMH, which was established by state-owned enterprises, Changan Auto and JMCG, with equity interests of 50% and 50%, respectively. The Group is thereby considered to be significantly influenced by the PRC Government, which controls a substantial number of entities in the PRC. For the purpose of related party transactions disclosure, the Group has in place procedures to assist the identification of the immediate ownership structure of its customers and suppliers as to whether they are state-owned entities. Many state-owned entities have multi-layered corporate structure and the ownership structures change overtime. Nevertheless management of the Company believes that meaningful information relating to such kind of related parties transactions has been adequately disclosed. The Group has certain transactions with other state-owned enterprises mainly including sales and purchases of goods and services, payments for utilities, purchase of fixed assets and depositing and borrowing money. Except for the transactions and balances disclosed as follows, there is no individually or collectively significant transactions: Transactions with other state-owned entities Six months ended 30 June 2015 2014 RMB’000 RMB’000 Purchase of goods 764,269 829,560 Purchase of fixed assets 101,608 8,237 Interest income 115,610 93,356 Balances with other state-owned entities 30 June 2015 31 December 2014 RMB’000 RMB’000 Cash and cash equivalents 7,811,979 8,142,814 Trade and other payables 501,161 550,149 69 Jiangling Motors Corporation, Ltd. FOR THE SIX MONTHS ENDED 30 JUNE 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 32 Principal subsidiary As at the date of this report, the Group has the following subsidiary: Place and date of Percentage of Entity incorporation equity interest held Principal activities JMCH Taiyuan, PRC / 100% Manufacture and sale of 8 January 2013 automobiles and spare parts Jiangling Motors Nanchang, PRC / 100% Sale of automobiles and Sales Corporation, 11 October 2013 spare parts Ltd 33 Comparative figures Certain comparative figures have been reclassified to conform to the current year’s presentation. 70 Chapter XI Catalog on Documents for Reference 1. Originals of 2015 half-year financial statements signed by Chairman, Chief Financial Officer and Chief of Finance Department; 2. Originals of all the documents and public announcements disclosed in newspapers designated by CSRC during the reporting period. 3. The 2015 Half-year Report prepared in China GAAP. Board of Directors Jiangling Motors Corporation, Ltd. August 28, 2015 71