EX-99.1 10 ex-991sgmfs.htm EXHIBIT - SGM AUDITED FINANCIAL STATEMENTS Exhibit
Exhibit 99.1










SAIC GENERAL MOTORS CORP., LTD.
(F.K.A. SHANGHAI GENERAL MOTORS CORP., LTD.) AND SUBSIDIARIES

Consolidated Financial Statements as of and for the Years Ended
December 31, 2015 and 2014 and Independent Auditors’ Report





SAIC GENERAL MOTORS CORP., LTD. and SUBSIDIARIES




CONTENTS
PAGE(S)
 
 
 
 
 
 
INDEPENDENT AUDITORS' REPORT
 
 
 
 
CONSOLIDATED BALANCE SHEETS
 
 
 
 
CONSOLIDATED STATEMENTS OF INCOME
 
 AND COMPREHENSIVE INCOME
 
 
 
 
CONSOLIDATED STATEMENTS OF EQUITY
 
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS












DTT(A)(16)U0002


INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
SAIC General Motors Corp., Ltd.:

We have audited the accompanying consolidated financial statements of SAIC General Motors Corp., Ltd. (f.k.a. Shanghai General Motors Corp., Ltd.) and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements 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 Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


- 1 -




Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SAIC General Motors Corp., Ltd. and its subsidiaries as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.


Other Matter

The accompanying consolidated statements of income and comprehensive income, equity, and cash flows of SAIC General Motors Corp., Ltd. and its subsidiaries for the year ended December 31, 2013 were not audited, reviewed, or compiled by us in accordance with the standards of the American Institute of Certified Public Accountants and, accordingly, we do not express an opinion or any other form of assurance on them.




/s/ DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
January 27, 2016


- 2 -



SAIC GENERAL MOTORS CORP., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
(Expressed in Renminbi)



ASSETS
 
 
 
 
December 31
 
2015
 
2014
Current assets:
 
 
 
  Cash and cash equivalents (note 1(e))
23,583,750,107

 
29,928,965,404

  Trade accounts, net of allowance
 
 
 
for doubtful accounts of 1,762,790 and
 
 
 
2,115,458 for 2015 and 2014, respectively
18,653,079

 
18,591,305

  Due from related parties (note 8)
11,484,457,813

 
452,123,382

  Inventories (note 2)
5,767,903,628

 
5,777,810,936

  Deferred tax assets (note 7)
1,004,934,862

 
1,155,632,168

  Other current assets
532,749,502

 
349,579,831

 
 
 
 
Total current assets
42,392,448,991

 
37,682,703,026

 
 
 
 
Non-current assets:
 
 
 
  Equity in net assets of nonconsolidated
 
 
 
    affiliates (note 3)
2,427,613,212

 
1,988,298,337

  Prepaid land use rights (note 1 (n))
3,732,362,617

 
3,584,035,633

  Property, plant and equipment, net (note 4)
38,180,494,024

 
33,040,925,732

  Intangible assets (note 5)
3,170,622,312

 
2,819,313,958

  Goodwill (note 1 (m))
367,474,296

 
367,474,296

  Deferred tax assets (note 7)
1,502,697,674

 
1,090,356,832

  Other non-current assets
23,189,666

 
34,433,508

 
 
 
 
Total non-current assets
49,404,453,801

 
42,924,838,296

 
 
 
 
Total assets
91,796,902,792

 
80,607,541,322

 
 
 
 
 
 
 
(Continued)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to the consolidated financial statements.

- 3 -



SAIC GENERAL MOTORS CORP., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
(Expressed in Renminbi)



LIABILITIES AND EQUITY
 
 
 
 
December 31
 
2015
 
2014
Current liabilities:
 
 
 
  Trade accounts payable
29,803,717,918

 
25,880,650,287

  Due to related parties (note 8)
10,826,457,662

 
10,894,056,510

  Payroll payable
3,363,424,411

 
2,555,197,206

  Income taxes payable
3,512,951,655

 
1,503,481,721

  Dividends payable
2,534,187,396

 
1,680,939,212

Other current liabilities
3,722,989,563

 
1,696,629,011

 
 
 
 
Total current liabilities
53,763,728,605

 
44,210,953,947

 
 
 
 
Long-term liabilities:
 
 
 
  Accrued and other long-term liabilities
188,234,059

 
114,533,730

 
 
 
 
Total liabilities
53,951,962,664

 
44,325,487,677

 
 
 
 
Commitment and contingencies (note 9)
 
 
 
 
 
 
 
Equity
 
 
 
  Statutory capital
8,802,006,138

 
8,802,006,138

  Additional paid-in capital
1,174,131

 
1,174,131

  Retained earnings
23,338,020,279

 
21,017,323,468

 
 
 
 
Total SAIC General Motors Corp., Ltd.'s equity
32,141,200,548

 
29,820,503,737

Non-controlling interests
5,703,739,580

 
6,461,549,908

 
 
 
 
Total equity
37,844,940,128

 
36,282,053,645

 
 
 
 
Total liabilities and equity
91,796,902,792

 
80,607,541,322

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


- 4 -



SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
(Expressed in Renminbi)



 
Year ended December 31
 
2015
 
2014
 
2013
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
Net sales
168,716,257,269

 
157,884,662,493

 
137,074,915,423

 
 
 
 
 
 
Cost of goods sold
(137,347,334,128
)
 
(129,155,500,543
)
 
(114,068,810,611
)
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
31,368,923,141

 
28,729,161,950

 
23,006,104,812

 
 
 
 
 
 
Selling, general and administrative expenses
(6,761,117,080
)
 
(7,122,923,845
)
 
(6,386,176,602
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
24,607,806,061

 
21,606,238,105

 
16,619,928,210

 
 
 
 
 
 
Interest income
428,504,304

 
755,400,797

 
704,441,862

Other income and expense, net
(124,957,109
)
 
14,937,405

 
149,215,473

 
 
 
 
 
 
Income before income taxes and equity income
24,911,353,256

 
22,376,576,307

 
17,473,585,545

 
 
 
 
 
 
Income tax expense (note 7)
(5,881,350,456
)
 
(5,136,447,549
)
 
(4,152,525,185
)
Equity income, net of tax
451,723,297

 
389,419,130

 
374,871,211

 
 
 
 
 
 
Net income and comprehensive income
19,481,726,097

 
17,629,547,888

 
13,695,931,571

 
 
 
 
 
 
Net income and comprehensive income
 
 
 
 
 
  attributable to non-controlling interests
(3,061,024,429
)
 
(3,019,100,786
)
 
(2,203,957,931
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income and comprehensive income
 
 
 
 
 
  attributable to shareholders
16,420,701,668

 
14,610,447,102

 
11,491,973,640

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


- 5 -



SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
Consolidated Statements of Equity
(Expressed in Renminbi)



 
 
 
Additional
 
 
 
 
 
 
 
Statutory
 
paid-in
 
Retained
 
Non-controlling
 
Total
 
capital
 
capital
 
earnings
 
interests
 
equity
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2013
 
 
 
 
 
 
 
 
 
(Unaudited)
8,802,006,138

 
1,174,131

 
8,806,188,950

 
6,570,587,678

 
24,179,956,897

 
 
 
 
 
 
 
 
 
 
Net Income and comprehensive income
 
 
 
 
 
 
 
 
 
(Unaudited)

 

 
11,491,973,640

 
2,203,957,931

 
13,695,931,571

 
 
 
 
 
 
 
 
 
 
Dividends Declared
 
 
 
 
 
 
 
 
 
(Unaudited)

 

 
(2,384,734,513
)
 
(2,485,899,485
)
 
(4,870,633,998
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
 
 
 
 
 
 
 
 
 
(Unaudited)
8,802,006,138

 
1,174,131

 
17,913,428,077

 
6,288,646,124

 
33,005,254,470

 
 
 
 
 
 
 
 
 
 
Net Income and comprehensive income

 

 
14,610,447,102

 
3,019,100,786

 
17,629,547,888

 
 
 
 
 
 
 
 
 
 
Dividends Declared

 

 
(11,506,551,711
)
 
(2,846,197,002
)
 
(14,352,748,713
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
8,802,006,138

 
1,174,131

 
21,017,323,468

 
6,461,549,908

 
36,282,053,645

 
 
 
 
 
 
 
 
 
 
Net Income and comprehensive income

 

 
16,420,701,668

 
3,061,024,429

 
19,481,726,097

 
 
 
 
 
 
 
 
 
 
Dividends Declared

 

 
(14,100,004,857
)
 
(3,818,834,757
)
 
(17,918,839,614
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
8,802,006,138

 
1,174,131

 
23,338,020,279

 
5,703,739,580

 
37,844,940,128

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


- 6 -



SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Expressed in Renminbi)



 
Year ended December 31
 
2015
 
2014
 
2013
 
 
 
 
 
(Unaudited)
Cash flows from operating activities:
 
 
 
 
 
Net income
19,481,726,097

 
17,629,547,888

 
13,695,931,571

  Adjustments to reconcile net income to
 
 
 
 
 
    net cash provided by operating activities:
 
 
 
 
 
Depreciation
5,549,988,627

 
3,889,243,783

 
3,376,619,276

Amortization
153,542,616

 
213,867,004

 
255,314,399

Provision (benefit) for deferred taxes
(261,643,536
)
 
(530,482,621
)
 
(142,127,053
)
(Increase) decrease in
 
 
 
 
 
trade and other receivables
(11,205,018,641
)
 
259,484,582

 
181,850,354

(Increase) decrease in inventories
(62,310,471
)
 
(1,838,408,783
)
 
264,896,010

Increase (decrease)
 
 
 
 
 
    in trade and other payables
8,233,386,388

 
(599,753,710
)
 
13,890,448,721

Other operating activities
(355,053,347
)
 
(363,436,849
)
 
(413,829,888
)
 
 
 
 
 
 
Net cash provided by operating activities
21,534,617,733

 
18,660,061,294

 
31,109,103,390

 
 
 
 
 
 


- 7 -



SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Expressed in Renminbi)



 
Year ended December 31
 
2015
 
2014
 
2013
 
 
 
 
 
(Unaudited)
Investing activities:
 
 
 
 
 
  Proceeds from sale of property,
 
 
 
 
 
    plant and equipment
11,660,085

 
14,556,229

 
46,553,686

  Purchase of assets
(10,821,306,185
)
 
(10,703,711,804
)
 
(8,713,205,001
)
 
 
 
 
 
 
Net cash used in investing activities
(10,809,646,100
)
 
(10,689,155,575
)
 
(8,666,651,315
)
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities:
 
 
 
 
 
  Dividends paid
(17,065,591,430
)
 
(13,906,333,328
)
 
(15,493,830,002
)
  Payments on capital leases
(4,595,500
)
 
(5,055,100
)
 
(5,514,600
)
 
 
 
 
 
 
Net cash used in financing activities
(17,070,186,930
)
 
(13,911,388,428
)
 
(15,499,344,602
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (decrease) / increase
 
 
 
 
 
    in cash and cash equivalents
(6,345,215,297
)
 
(5,940,482,709
)
 
6,943,107,473

 
 
 
 
 
 
Cash and cash equivalents at the beginning
 
 
 
 
 
  of the year
29,928,965,404

 
35,869,448,113

 
28,926,340,640

 
 
 
 
 
 
Cash and cash equivalents at the end of the year
23,583,750,107

 
29,928,965,404

 
35,869,448,113

 
 
 
 
 
 
 
 
 
 
 
 
Supplemental information:
 
 
 
 
 
  Income taxes paid
4,133,524,058

 
4,742,570,852

 
2,126,991,441

 
 
 
 
 
 
 
 
 
 
 
 
Non-cash investing activities:
 
 
 
 
 
  Increase in payables relating to
 
 
 
 
 
    purchase of assets
542,110,845

 
3,576,790,216

 
1,159,984,445

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.


- 8 -

SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a)
Description of Business

SAIC General Motors Corp., Ltd. (f.k.a Shanghai General Motors Corp., Ltd.) (the "Company") was established in Shanghai, People's Republic of China ("PRC") by SAIC Motor Corporation Limited ("SAIC") with General Motors China, Inc. and General Motors (China) Investment Corp., Ltd. as a Sino-foreign equity joint venture. The Company was established on May 16, 1997 with an operating period of 30 years. The Company and subsidiaries mainly engages in the manufacturing and selling of vehicles, engines, transmissions, and their components and parts.

As of December 31, 2015, the Company's subsidiaries include SAIC GM Dong Yue Motors Co., Ltd. (f.k.a. Shanghai GM Dong Yue Motors Co., Ltd.) ("DY"), SAIC GM Dong Yue Powertrain Co., Ltd. (f.k.a. Shanghai GM Dong Yue Powertrain Co., Ltd.) ("PT") and SAIC GM (Shenyang) Norsom Motors Co., Ltd. (f.k.a. Shanghai GM (Shenyang) Norsom Motors Co., Ltd.) ("Norsom").

(b)
Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

(c)
Basis of consolidation

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. The Company has no involvement with variable interest entities. The Company's share of earnings or losses of nonconsolidated affiliates is included in the consolidated operating results using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliates. All intercompany balances and transactions have been eliminated in consolidation.

Details of the subsidiaries who are controlled by the Company and whose financial statements are consolidated are as follows:
Name of the entity
Ownership percentage
Date of acquisition
DY
50%
February 10, 2003
PT
50%
March 7, 2004
Norsom
50%
July 19, 2004

(d)
Use of estimates

The consolidated financial statements are prepared in conformity with US GAAP, which require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the periods presented. The Company believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could

- 9 -

SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued

differ from the original estimates, requiring adjustments to these balances in future periods.

(e)
Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and in banks, and time deposits with financial institutions that are short-term in nature and available at any time, and money market funds which are short-term and highly-liquid investments with original maturities of 90 days or less. The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company deposits most of its cash in PRC state-owned banks and Shanghai Automotive Industrial Group Finance Co., Ltd ("SAIC-Finance"), a SAIC related party.

(f)
Inventories
    
Inventories are stated at lower of cost or market. Market, which represents selling price less cost to sell, considers general market and economic conditions, periodic reviews of current profitability of vehicles and the effect of current incentive offers at the balance sheet date. Productive material, work-in-process, supplies and service parts are reviewed to determine if inventory quantities are in excess of forecasted usage, or if they have become obsolete.

(g)
Fair Value Measurements

A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets;
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and
Level 3 - Instruments whose significant inputs are unobservable.

Financial instruments are transferred in and/or out of Level 1, 2 or 3 at the beginning of the accounting period in which there is a change in the valuation inputs.

The Company believes the fair value of its financial instruments, principally cash and cash equivalents, trade accounts receivable and trade accounts payable, approximate their recorded values due to the short-term nature of the instruments or interest rates, which are comparable with current rates.

(h)
Equity in net assets of nonconsolidated affiliates

Nonconsolidated affiliates are entities in which an equity ownership interest is maintained and for which the equity method of accounting is used, due to the ability to exert significant influence over their operating and financial affairs.


- 10 -

SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued

(i)
Valuation of equity method investments

When events and circumstances warrant, investments accounted for under the cost or equity method of accounting are evaluated for impairment. An impairment charge is recorded whenever a decline in value of an investment below its carrying amount is determined to be other than temporary. In determining if a decline is other than temporary, factors such as the length of time and extent to which the fair value of the investment has been less than the carrying amount of the investment, the near-term and long-term operating and financial prospects of the affiliate and the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery are considered.

No impairments were recognized for the years ended December 31, 2015, 2014 and 2013.

(j)
Property, plant and equipment, net

Property, plant and equipment are recorded at cost. Major improvements that extend the useful life of property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred.

The Company's depreciation method is summarized in the following table:
Category
Depreciation method
Estimated useful lives
 
 
 
Buildings
Straight-line
25 years
Furniture, fixtures and equipment
Straight-line
3 to 5 years
Machinery
Straight-line
5 to 20 years
Toolings other than
 
 
  non-powertrain tools
Straight-line
5 years
Non-powertrain special tools
Accelerated depreciation
5 years

The Company assumes no salvage value on its computation of depreciation.

The Company's policy is to review the estimated useful lives of fixed assets on an annual basis. Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in cost of sales.

(k)
Intangible assets

Intangible assets include technology licenses and are amortized on a straight-line basis over the shorter of the life of license or the planned life-cycle of the vehicles or products associated with the license, ranging from three to ten years.


- 11 -

SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued

(l)
Impairment of long-lived assets

Long-lived assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When events and circumstances warrant, the Company evaluates the carrying value of long-lived assets to be held and used in the business, other than goodwill. If the carrying value of a long-lived asset group is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value for assets to be held and used. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than by sale are considered held for use until disposition.

(m)
Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of net assets acquired. Goodwill and intangible assets acquired in a business combination that are determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. The Company completes a two-step goodwill impairment test, at the same time every year, and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. The first step of the impairment test requires the identification of our reporting units and comparison of the fair value of each of these reporting units to their respective carrying value. The fair values of the reporting units are determined based on valuation techniques using the best information that is available, such as discounted cash flow projections. If the carrying value is less than the fair value, no impairment exists and the second step is not performed. If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step must be performed to compute the amount of the impairment. In the second step, the impairment is computed by estimating the fair values of all recognized and unrecognized assets and liabilities of the reporting unit and comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that unit's goodwill. The annual impairment tests are performed in the fourth quarter of each year.

No impairments were recognized in the years ended December 31, 2015, 2014 and 2013.

(n)
Prepaid land use rights

All land in China is owned by the government, who, according to the laws, may sell the right to use the land for a specified period of time. Prepaid land use rights are amortized on a straight-line method over the effective period of land use rights.

(o)
Revenue recognition

Automotive sales consist primarily of revenue generated from the sale of vehicles. Vehicle sales are recorded when title and risks and rewards of ownership have passed to our customers.



- 12 -

SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued

(p)
Sales and Sales-Related Taxes

The Company collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and its customers.  These taxes mainly include the consumption taxes of RMB 8,986,941,822, RMB 9,450,509,601 and RMB 8,625,001,651 for the years ended December 31, 2015, 2014 and 2013, respectively. Effective January 1, 2015, we changed our accounting policy to present revenue on a net basis (excluding consumption taxes from revenues) in the consolidated statements of income. We believe this accounting policy is preferable because it is a better presentation of the Company’s revenue. We have retroactively applied this change in accounting policy to all prior period amounts.

(q)
Research and development costs

Research and development costs are expensed when incurred. Expenditures for research activities relating to product development and improvement are charged to expense as incurred. Such expenditures amounted to RMB 3,771,754,277, RMB 3,442,856,072 and RMB 3,270,150,001 for the years ended December 31, 2015, 2014 and 2013, respectively.

(r)
Government grants

The Company receives grants from the government mainly to support infrastructure construction and capital expenditures. Such grants are deferred and are generally refundable to the extent the Company does not utilize the funds for qualifying expenditures. Once earned, the Company records the grants as a contra amount to the assets and amortizes such amount over the useful lives of the related assets as a reduction to depreciation expense. For grants received not relating to infrastructure construction and capital expenditures, they are recorded as a reduction of expenses according to the nature.

(s)
Income taxes

The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using the statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date under the law. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized.




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SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued

(t)
Restricted reserves

Pursuant to laws applicable to entities incorporated in the PRC, the Company and its subsidiaries must make appropriations from after-tax profit to a surplus reserve fund, enterprise expansion fund and staff welfare fund.  The amount allocated to each of these funds is at the discretion of the Company’s board of directors. For the year ended December 31, 2015, appropriation of 0.5%, 0.5% and 1% of after-tax profit has been made to surplus reserve fund, enterprise expansion fund and staff welfare fund, respectively (2014 and 2013: 1% for each fund). The surplus reserve fund can only be used to increase the registered capital and eliminate future losses of the respective companies under PRC regulations.  The enterprise expansion fund was RMB 1,479,953,772 and RMB 1,378,164,717 as of December 31, 2015 and 2014 respectively, and the surplus reserve fund was RMB 1,489,279,845 and RMB 1,387,490,790 as of December 31, 2015 and 2014 respectively.  During the years ended December 31, 2015, 2014 and 2013, the Company contributed RMB 234,557,894, RMB 206,506,851 and RMB 163,148,647 to the staff welfare fund, all of which was recorded in general and administrative expenses.  In addition, due to the restrictions on the distribution of statutory capital from the Company, statutory capital of RMB8,802,006,138 at December 31, 2015 and 2014 is considered restricted.

(u)
Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company places cash and cash equivalents with financial institutions with high credit ratings and quality.

The Company conducts credit evaluations of customers and generally does not require collateral or other security from the customers. The Company has no significant credit risk associated with accounts receivable.

(v)
Recently issued accounting standards

In 2015 we adopted ASU 2015-02, “Amendments to the Consolidation Analysis” (ASU 2015-02), which is effective for annual reporting periods beginning on or after December 15, 2015, with early adoption permitted. ASU 2015-02 requires us to reassess whether certain entities should be consolidated. The adoption of ASU 2015-02 did not have a material impact on our consolidated financial statements.


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SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued

(w)
Accounting Standards Not Yet Adopted

In November 2015 the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on our balance sheets and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption allowed. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. Upon adoption, we anticipate reclassifying deferred income taxes of approximately RMB 1,005 million currently classified primarily within total current assets to total non-current assets.

In May 2014 the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which requires us to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. ASU 2014-09 was originally effective for annual reporting periods beginning on or after December 15, 2016 and interim periods therein. In August 2015 the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods beginning on or after December 15, 2017 while also providing for early adoption as of the original effective date. We anticipate that ASU 2014-09 will accelerate the timing of the recognition of certain sales incentives previously recognized upon program announcement pursuant to current guidance. We continue to assess the overall impact the adoption of ASU 2014-09 will have on our consolidated financial statements.

2.    INVENTORIES

The following table summarizes the components of inventory (in RMB).
 
Balance at December 31
 
2015
 
2014
 
 
 
 
Productive material and supplies
5,102,815,152

 
4,969,637,350

Work in process and semi-products
543,062,743

 
294,188,707

Finished product, including service parts
122,025,733

 
513,984,879

 
 
 
 
Total inventories
5,767,903,628

 
5,777,810,936


3.    EQUITY IN NET ASSETS OF NONCONSOLIDATED AFFLIATES

The Company has direct ownership interests in SAIC-GMAC Automotive Finance Co., Ltd. (“SAIC-GMAC"), Shanghai OnStar Telematics Company Limited ("Shanghai OnStar") and Shanghai Chengxin Used Car Operation and Management Company Limited ("Chengxin") of 20%, 20% and 33%, respectively, as of December 31, 2015 and 2014.

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SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


4.    PROPERTY, NET

Property, plant and equipment

The following table summarizes the components of property, plant and equipment (in RMB).
 
Balance at December 31
 
2015
 
2014
 
 
 
 
Buildings
9,387,462,782

 
7,170,651,263

Machinery
31,164,652,691

 
25,453,257,831

Furniture, fixtures and equipment
1,393,592,627

 
1,207,740,050

Tooling
21,381,291,972

 
18,168,895,414

Total
63,327,000,072

 
52,000,544,558

 
 
 
 
Accumulated depreciation
(32,495,296,047
)
 
(27,885,375,575
)
 
 
 
 
Subtotal
30,831,704,025

 
24,115,168,983

Construction in progress
7,348,789,999

 
8,925,756,749

 
 
 
 
Total property, net
38,180,494,024

 
33,040,925,732


For the years ended December 31, 2015, 2014 and 2013, depreciation expense was RMB 5,549,988,627, RMB 3,889,243,783 and RMB 3,376,619,276, of which about 98%, 95% and 89% were charged to cost of sales and 2%, 5% and 11% to selling, general and administrative expenses for the years ended December 31, 2015, 2014 and 2013, respectively.

Capital lease

Property, plant, and equipment include assets acquired under capital leases.

At the end of December 31, 2015, the leased property had a gross value of RMB 53,600,269 and accumulated depreciation of RMB 37,520,188. Future minimum lease payment under capital leases are as follows (In RMB):
Year ended December 31:
 
 
 
2016
5,514,600

2017
5,514,600

2018
5,514,600

2019
5,514,600

2020
5,514,600

2021 and after
7,352,790

Total minimum lease payments
34,925,790

Unrecognised finance costs
(7,698,968
)
Finance lease payables
27,226,822

Comprising:
 
Finance lease payments due within one year
3,449,027

Finance lease payments due after one year
23,777,795


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SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


5.    INTANGIBLE ASSETS

Intangible assets include technology license fees, summarized as follows (in RMB).
 
Balance at December 31
 
2015
 
2014
Technology license fee - gross
4,746,979,177

 
4,324,443,031

Accumulated amortization
(1,576,356,865
)
 
(1,505,129,073
)
Technology license fee - net
3,170,622,312

 
2,819,313,958


6.    FAIR VALUE MEASUREMENT

Fair value measurements on a recurring basis

The Company measures money market fund at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1). The carrying amounts are RMB 1,492,894,524 and RMB 1,491,036,452 as of December 31, 2015 and 2014 respectively, which approximates its fair values.

7.    INCOME TAX

Income tax expense is summarized as follows (in RMB):
 
Year ended December 31
 
2015
 
2014
 
2013
Current tax expense
6,142,993,992

 
5,666,930,170

 
4,294,652,238

Deferred tax expense (benefit)
(261,643,536
)
 
(530,482,621
)
 
(142,127,053
)
Total income tax expense
5,881,350,456

 
5,136,447,549

 
4,152,525,185


A reconciliation of the provision for income taxes with amounts determined by applying the statutory income tax rate to income before income tax is as follows (in RMB).















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SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


7.    INCOME TAX - continued
 
Year ended December 31
 
2015
 
2014
 
2013
Statutory income tax rate
25%

 
25%

 
25%

Computed tax at the statutory tax rate
6,340,769,138

 
5,691,498,859

 
4,462,114,189

Effect of expenses that are not deductible
 
 
 
 
 
  for tax purposes
71,679,519

 
53,734,139

 
52,703,341

Effect of non-taxable income
(123,514,282
)
 
(107,605,649
)
 
(102,048,190
)
Effect of expenses adjustable
 
 
 
 
 
  for tax purpose
(407,583,919
)
 
(501,179,800
)
 
(260,244,155
)
 
 
 
 
 
 
Income tax expense
5,881,350,456

 
5,136,447,549

 
4,152,525,185

 
 
 
 
 
 
Effective income tax rate
23%

 
23%

 
23%


Significant components of the Company's deferred tax assets and liabilities are as follows (in RMB):
 
Balance at December 31
 
2015
 
2014
Deferred tax assets:
 
 
 
Provision for impairment loss on fixed
 
 
 
  assets and depreciation difference
1,224,652,401

 
1,018,705,191

Accrued expense and estimated liability
991,038,099

 
939,233,731

Provision for decline in value of inventories
 
 
 
and accounts receivable
35,732,236

 
27,685,449

Others
256,708,529

 
260,993,746

Subtotal
2,508,131,265

 
2,246,618,117

 
 
 
 
Deferred tax liabilities:
(498,729
)
 
(629,117
)
 
 
 
 
Deferred tax assets, net
2,507,632,536

 
2,245,989,000


8.    RELATED PARTY TRANSACTIONS AND BALANCES

Sales to affiliates amounted to RMB 168,477,769,109, RMB 157,556,930,214 and RMB 136,592,717,885 for the years ended December 31, 2015, 2014 and 2013, respectively. Interest income from SAIC-Finance amounted to RMB 152,427,022, RMB 258,420,591 and RMB 291,667,394 for the years ended December 31, 2015, 2014 and 2013, respectively.







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SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES
December 31, 2015, 2014 and 2013 (unaudited)
Notes to The Consolidated Financial Statements


9.    COMMITMENTS AND CONTINGENCIES

a) Lease commitments

Future minimum lease payments under non-cancelable operating lease as of December 31, 2015 are:
Within one year
20,137,000

After one year
177,865,000

Total minimum lease payments
198,002,000


b) Capital commitments

As of December 31, 2015, the Company has entered into various firm purchase commitments for the acquisition of long-lived assets, which have not been recognized in the financial statements, totalling RMB 13,246,787,000 (2014: RMB 12,399,163,000).


* * * * *


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