CAR Inc. 神州租車有限公司 VOLUNTARY ANNOUNCEMENT PUBLICATION OF AUDITED ...

115 Pages·2017·0.96 MB·English

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.
CAR Inc.
神州租車有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 0699)
VOLUNTARY ANNOUNCEMENT
PUBLICATION OF AUDITED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017 AND
THE LIST OF TOP FIVE CUSTOMERS AND SUPPLIERS
This announcement is made by CAR Inc. (the “Company”, together with its
subsidiaries, the “Group”) on a voluntary basis.
UCAR lnc. (“UCAR”), a company listed on the National Equities Exchange and
Quotations (the “NEEQ”) and also a connected person of the Company, proposed to
acquire certain shares of the Company owned by UCAR Technology lnc. through its
wholly-owned subsidiary. Such acquisition constitutes a restructuring of material
assets of UCAR under the NEEQ regulations. In order to facilitate UCAR’s
compliance with the requirements under the NEEQ, the Company has provided the
audited consolidated financial statements of the Group for the six months ended 30
June 2017 and the list of top five customers and suppliers of the Group for the years
ended 31 December 2015 and 2016 respectively and the six months ended 30 June
2017 to the NEEQ on 18 December 2017 for its approval of UCAR’s restructuring.
The consolidated financial statements of the Group for the six months ended 30 June
2017 have been audited by Ernst & Young Hua Ming LLP, certified public
accountants.
— 1 —
The top five customers of the Group for the years ended 31 December 2015 and 2016
respectively and the six months ended 30 June 2017 were as follows:
For the year ended 31 December 2015
Sales amount
(in RMB % of total
Top five customers thousands) revenue
Customer 1 1,633,173 32.65%
Customer 2 58,887 1.18%
Customer 3 42,598 0.85%
Customer 4 19,929 0.40%
Customer 5 17,371 0.35%
Total 1,771,958 35.42%
For the year ended 31 December 2016
Sales amount
(in RMB % of total
Top five customers thousands) revenue
Customer 1 2,580,297 39.98%
Customer 2 175,384 2.72%
Customer 3 80,161 1.24%
Customer 4 34,211 0.53%
Customer 5 28,181 0.44%
Total 2,898,234 44.91%
For the six months ended 30 June 2017
Sales amount
(in RMB % of total
Top five customers thousands) revenue
Customer 1 1,399,050 38.74%
Customer 2 77,901 2.16%
Customer 3 64,084 1.77%
Customer 4 16,433 0.46%
Customer 5 6,512 0.18%
Total 1,563,980 43.31%
— 2 —
The top five suppliers of the Group for the years ended 31 December 2015 and 2016
respectively and the six months ended 30 June 2017 were as follows:
For the year ended 31 December 2015
Purchase
amount % of total
(in RMB purchase
Top five suppliers thousands) amount
Supplier 1 1,454,339 27.15%
Supplier 2 578,730 10.81%
Supplier 3 366,835 6.85%
Supplier 4 332,720 6.21%
Supplier 5 324,065 6.05%
Total 3,056,689 57.07%
For the year ended 31 December 2016
Purchase
amount % of total
(in RMB purchase
Top five suppliers thousands) amount
Supplier 1 968,912 33.08%
Supplier 2 501,564 17.12%
Supplier 3 336,853 11.50%
Supplier 4 274,645 9.38%
Supplier 5 272,639 9.31%
Total 2,354,613 80.39%
For the six months ended 30 June 2017
Purchase
amount % of total
(in RMB purchase
Top five suppliers thousands) amount
Supplier 1 1,416,355 49.66%
Supplier 2 324,061 11.36%
Supplier 3 215,239 7.55%
Supplier 4 208,786 7.32%
Supplier 5 181,110 6.35%
Total 2,345,551 82.24%
— 3 —
Please also refer to Appendix I to this announcement in relation to the audited
consolidated financial statements of the Group for the six months ended 30 June
2017, which have been published by UCAR on the website of NEEQ
(http://www.neeq.com.cn/disclosure/announcement.html) on 18 December 2017.
By Order of the Board
CAR Inc.
Charles Zhengyao LU
Chairman
Hong Kong, 18 December 2017
As at the date of this announcement, the Board of Directors of the Company comprises Ms. Yifan Song
as Executive Director; Mr. Charles Zhengyao Lu, Mr. Linan Zhu, Ms. Xiaogeng Li and Mr. Zhen Wei
as Non-executive Directors; Mr. Sam Hanhui Sun, Mr. Wei Ding, Mr. Lei Lin and Mr. Joseph Chow as
Independent Non-executive Directors.
— 4 —
Appendix I:
CAR Inc.
(Incorporated in the Cayman Islands with
limited liability)
Audited Consolidated
Financial Statements for the Six Months ended
30 June 2017
INDEPENDENT AUDITOR’S REPORT
To the shareholders of CAR Inc.
(Incorporated in the Cayman Islands with limited liability)
Opinion
We have audited the consolidated financial statements of CAR Inc. (the “Company”) and its
subsidiaries (the “Group”) for the six months ended 30 June 2017 (the “Reporting Period”)
set out on pages 7 to 110, which comprise the consolidated statement of financial position
as at 30 June 2017, and the consolidated statement of profit or loss, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the six-month period then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the
consolidated financial position of the Group as at 30 June 2017, and of its consolidated
financial performance and its consolidated cash flows for the six-month period then ended
in accordance with International Financial Reporting Standards (“IFRSs”) issued by the
International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) issued
by the International Accounting and Auditing Standards Board (“IAASB”). Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report. We are independent of the Group
in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (the “IESBA Code”), and we have fulfilled our other ethical
responsibilities in accordance with the Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other matter
Without modifying our opinion, we draw attention to the fact that the financial information
for the six months ended 30 June 2016 (the “Comparative Information”) is unaudited.
– 1 –
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the consolidated financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our audit addressed the matter
is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the
audit of the consolidated financial statements section of our report, including in relation to
these matters. Accordingly, our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement of the consolidated financial
statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the accompanying
consolidated financial statements.
Key audit matter How our audit addressed the key audit
matter
Lease classification for car rental
arrangement
The Group’s principal business is the Our procedures included understanding
provision of car rental services through and testing management’s controls on the
arrangements with customers in the form of recognition and classification of leases by
leases. The Group uses a lease management the lease management system. For finance
system to determine the classification and leases, we assessed the appropriateness of
ongoing accounting of its leases. the discount rates by comparing them with
historical data, and industry benchmarks.
The Group applies judgement at the initial
We also reviewed and tested other aspects
inception of the leases to determine whether
of the lease accounting on a sample basis,
they should be classified as either operating
such as the formula used in the accounting
leases or finance leases in accordance with
models, the calculation of the minimum
IAS 17 “Leases”, depending on the lease
lease payments, and the calculation of the
terms. Classification of finance leases also
rental income.
requires determining the appropriate discount
rate which implicit in the lease to discount the We also assessed the adequacy of the
minimum lease payments, which in turn also related disclosures in the notes to the
affects the allocation of the rental income over financial statements.
the period of the lease.
Related disclosures are included in Note 5
“Revenue, other income and expenses, net”
and Note 13 “Finance lease receivables” to the
financial statements.
– 2 –
Key audit matter How our audit addressed the key audit
matter
Accounting for investments in equity shares
and redeemable preference shares
The Group holds equity share and redeemable Our procedures included agreeing the
preference share investments in respect registration form and relevant documents
of three entities operating in the online and ensuring that the investments in equity
businesses for the trade-in of used cars and shares and redeemable preference shares
chauffeured car services. The investments were properly classified in accordance with
were classified as financial assets at fair value IAS 39. We also evaluated the methodology
through profit or loss. The equity share and adopted by the Group to determine the fair
redeemable preference share investments are value of the equity shares and redeemable
recorded as “Investments in equity shares preference shares investments at 30 June
and redeemable preference shares” on the 2017 and tested the key assumptions
statement of financial position. and estimations used in the valuation by
testing the observable data to third party
The investments in equity shares and
derived data sources and corroborating the
redeemable preference shares are carried at
reasonableness of unobservable inputs by
fair value determined at the balance sheet
comparing to available data sources. We
date in accordance with IAS 39 “Financial
employed EY internal valuation specialists
Instruments: Recognition and Measurement”.
to assist us with our audit of the valuation.
The investments were stated at RMB3,041.28
million at 30 June 2017 and the Company We also assessed the adequacy of the
recognised a net loss on fair value of related disclosures in the notes to the
RMB32.43 million for the six-month period financial statements.
then ended, which was recorded as “Other
income and expenses, net” in the statement of
profit or loss. The investments are classified
as Level 3 in the fair value hierarchy. The
determination of the fair values involves the
use of significant assumptions and estimations
including the use of observable and
unobservable inputs to the valuation model.
Related disclosures are included in Note
3 “Significant accounting judgements and
estimations”, Note 5 “Revenue, other income
and expenses, net ” and Note 19 “Investments
in equity shares and redeemable preference
shares” to the financial statements.
– 3 –
Key audit matter How our audit addressed the key audit
matter
Residual values of rental vehicles acquired
outside of repurchase programs
The net book amount of rental vehicles We evaluated the design and tested the
acquired outside of repurchase programs at operating effectiveness of controls over
30 June 2017 was RMB9,172.52 million. As the periodical review of the residual values
rental vehicles constitute a significant portion of the rental vehicles acquired outside
of the Group’s assets and its business requires of repurchase programs. In addition, we
the Group to constantly replenish its fleet, the assessed the key factors (primarily the
Group faces significant risks related to the available market information) applied
estimated residual values of its rental vehicles by the Group to determine the estimated
acquired outside of repurchase programs. The residual values and for a sample of
Group estimates the residual values as at the disposals during the year, evaluated the
expected time of disposal and the vehicles are reasonableness of the estimated residual
depreciated over the estimated holding period values by comparing them to the disposal
on a straight-line basis, taking into account of proceeds.
the residual values. The Group periodically
reviews and makes adjustments, if necessary,
to the depreciation rates of rental vehicles
acquired outside of repurchase programs in
response to the latest market conditions and
their effect on residual values as well as
the estimated time of disposal. Significant
estimation and judgement are required in
determining the residual values of the Group’s
rental vehicles acquired outside of repurchase
programs.
Related disclosures are included in Note
3 “Significant accounting judgements and
estimates” to the financial statements.
– 4 –
Responsibilities of the directors for the consolidated financial statements
The directors of the Company are responsible for the preparation of the consolidated financial
statements that give a true and fair view in accordance with IFRSs issued by the International
Accounting Standards Board, and for such internal control as the directors determine is
necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors of the Company are
responsible for assessing the Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the directors of the Company either intend to liquidate the Group or to cease
operations or have no realistic alternative but to do so.
The directors of the Company are assisted by the Audit and Compliance Committee in
discharging their responsibilities for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Our report is made solely to you, as a
body, and for no other purpose. We do not assume responsibility towards or accept liability
to any other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
– 5 –