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Medlive Technology Co., Ltd. Annual Report 2015

Mar 29, 2016

50436_rns_2016-03-29_90d0fa4c-b65e-4af7-9ced-c43ebe13d940.pdf

Annual Report

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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.

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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00921)

ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 DECEMBER 2015

All members (the “Directors”) of the board of directors (the “Board”) of Hisense Kelon Electrical Holdings Company Limited (the “Company” or “Hisense Kelon”) announce the annual audited results of the Company and its subsidiaries (collectively the “Group” or “Kelon”) for the year ended 31 December 2015 (the “Reporting Period”) together with the 2014 comparative figures, prepared in accordance with China Accounting Standards for Business Enterprises (“China Accounting Standards”). The following financial information is prepared in accordance with China Accounting Standards:

FINANCIAL INFORMATION PREPARED IN ACCORDANCE WITH CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES

(Unless otherwise specified, all amounts are denominated in RMB)

Consolidated Balance Sheet

Consolidated Balance Sheet
Item Note 31 December 2015 31 December 2014
Assets
Current assets
Cash at bank and on hand 1,014,410,146.17 870,663,755.12
Financial assets at fair value through profit
or lossforthe current period
162,460.00
Notes receivable 2,289,706,048.91 991,796,937.82
Accounts receivable 5 2,086,596,419.00 1,984,291,386.93
Prepayments 169,804,372.86 498,209,306.68
Others receivables 234,011,936.52 493,051,526.66
Inventories 2,270,139,557.55 2,915,921,775.81
Other current assets 467,872,305.65 287,019,824.65
Total current assets 8,532,540,786.66 8,041,116,973.67
Non-current assets
Financial assets available-for-sale 3,900,000.00 4,000,000.00

Page 1 of 45

Long-term equity investments 1,323,253,353.15 1,216,043,770.20
Investment properties 28,958,126.07 31,459,416.41
Fixed assets 3,529,787,697.68 2,932,039,091.41
Construction in progress 64,837,848.39 251,551,873.15
Disposal of fixed assets 1,468,664.05 134,612.95
Intangible assets 694,379,768.17 670,944,657.29
Long-term prepaid expenses 10,599,736.59 12,690,220.43
Deferred tax assets 103,091,058.77 106,813,348.23
Total non-current assets 5,760,276,252.87 5,225,676,990.07
Total assets 14,292,817,039.53 13,266,793,963.74
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings 223,496,764.71 253,985,142.45
Financial liabilities at fair value through pr
ofit or lossforthe current period
9,767,732.75 7,391,136.66
Notes payable 2,931,174,504.52 1,528,195,526.41
Accountspayable 6 2,878,291,676.53 3,465,854,583.60
Advances from customers 712,934,326.56 765,881,375.85
Employee remunerations payable 250,749,290.94 249,664,285.98
Taxes payable 161,686,275.79 174,792,592.21
Interests payable
Dividends payable 2,067.02
Other payables 1,483,744,213.15 1,735,584,905.78
Other current liabilities 794,105,569.67 680,022,633.56
Total current liabilities 9,445,950,354.62 8,861,374,249.52
Non-current liabilities
Provisions 320,959,024.64 404,411,887.77
Deferred income 51,750,592.81 60,261,598.06
Deferred tax liability 347,710.13 165,600.70
Total non-current liabilities 373,057,327.58 464,839,086.53
Total liabilities 9,819,007,682.20 9,326,213,336.05
Shareholders’ equity
Share capital 1,362,725,370.00 1,358,495,560.00
Capital reserves 2,155,529,231.17 2,125,930,825.88
Other comprehensive incomes 11,482,265.05 39,990,884.45
Surplus reserves 240,622,313.49 145,189,526.48
Retained profits 273,658,518.74 -211,243,768.43

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Total equity attributable to shareholders
of the Company
4,044,017,698.45 3,458,363,028.38
Minority interests 429,791,658.88 482,217,599.31
Total shareholders’ equity 4,473,809,357.33 3,940,580,627.69
Total liabilities and shareholders’ equity 14,292,817,039.53 13,266,793,963.74
Consolidated Income Statement
Item Note 2015 2014
Operating revenue 7 23,471,602,857.98 26,534,420,935.55
Operating costs 7 18,440,738,979.66 20,784,712,962.70
Business taxes and surcharges 97,160,017.88 98,323,909.43
Selling and distribution expenses 4,308,881,508.98 4,388,690,223.86
General and administrative expenses 905,237,728.27 856,931,761.63
Financial expenses 8 -71,444,717.51 -3,966,187.82
Impairment losses on assets 4,670,866.73 58,625,706.01
Gain from changes in fair value -2,539,056.09 -74,339,051.01
Investment gain 9 530,171,700.74 375,501,155.02
Including: Share of profit of
associates and joint ventures
329,436,651.65 311,516,852.93
Operating profits 313,991,118.62 652,264,663.75
Non-operating income 326,848,455.27 124,362,153.94
Including:Gainson non-current
assets
2,557,013.97 1,623,453.29
Non-operating expenses 17,185,413.56 5,391,172.93
Including: Losses on disposal of
non-current assets
13,709,993.98 3,967,010.86
Total profits 623,654,160.33 771,235,644.76
Less: Income tax expenses 10 79,377,763.58 59,725,146.29
Net profits 544,276,396.75 711,510,498.47
Net profits of consolidated parties
prior to consolidation
Net profit attributable to
shareholders of the parent
580,335,074.18 672,478,632.35
Profit and loss of minority interests -36,058,677.43 39,031,866.12
Earnings per share
Basic earnings per share 13 0.43 0.50
Diluted earnings per share 13 0.43 0.50
Other comprehensive income -28,508,619.40 -359,473.40
(1) Items to be reclassified into
profit and loss in subsequent
accounting periods upon satisfaction
of required conditions
-32,807,417.54 -359,473.40
(2) items not to be reclassified into
profit and loss in subsequent
4,298,798.14

Page 3 of 45

accounting periods
Total comprehensive income 515,767,777.35 711,151,025.07
Total comprehensive income
attributable to shareholders of the
parent
551,826,454.78 672,119,158.95
Total comprehensive income
attributable to minorityinterests
-36,058,677.43 39,031,866.12

Note:

1.General information

Hisense Kelon Electrical Holdings Company Limited (the “Company”) is a joint stock limited company incorporated in the People’s Republic of China (the “PRC”) on 16 December 1992. The Company’s overseas listed public shares (the “H Shares”) were listed on The Stock Exchange of Hong Kong Limited on 23 July 1996, whereas the Company’s domestic shares (the “A Shares”) were listed on the Shenzhen Stock Exchange on 13 July 1999.

On 29 January 2007, a share reform scheme (the “Reform of Non-tradable Shares Scheme”) was set up for converting the Company’s non-freely transferable domestic legal person shares into freely transferable A shares (“Transferable Shares”) and the scheme was approved and completed in the A shares general meeting , and further approved by Ministry of Commerce PRC on 22 March 2007.

On 31 August 2009, the Company constituted a major asset reorganization and entered into conditional sale and purchase agreement regarding the acquisition of the white goods assets and business (the “White Goods Business”) of Hisense Air-Conditioning(the “Acquisition”). The Acquisition was approved by the CSRC (China Securities Regulatory Commission) on 23 March 2010. On 10 June 2010, the Company allotted and issued 362,048,187 A shares to Hisense Air-Conditioning for the Acquisition.

On 18 June 2013, 612,316,909 restricted A shares of the Company held by Hisense Air-Conditioning were no longer subject to selling moratorium and were listed for trading.

On May 23, 2014, the exercise conditions are satisfied for the company's first exercise period of the first phase of stock option incentive plan. China Securities Depository and Clearing Corporation Limited Shenzhen branch has approved the registration, and the exercise of 4,480,810 new stocks has been approved for listing.

On 19 Jun 2015, the exercise conditions are satisfied for the company's second exercise period of the first phase of stock option incentive plan. China Securities Depository and Clearing Corporation Limited Shenzhen branch has approved the registration, and the exercise of 4,229,810 new stocks has been approved for listing.

As at 31 December 2015, the total number of issued shares of the Company was 1,362,725,370 and the registered capital of the Company was RMB1,362,725,370.00, of which Hisense Air-Conditioning held 612,316,909 shares, representing 44.93% of the Company’s total issued share capital and continued to be the immediate controlling shareholder.

In the opinion of the directors of the Company, as at 31 December 2015, Hisense Company Limited (“Hisense Group”), a state-owned enterprise incorporated in the PRC, is regarded as the ultimate controlling shareholder.

Page 4 of 45

The English names to which some of the companies are referred as in these financial statements represent management’s best efforts in translation as no English names have been registered for these companies. The Group, comprising the Company and its subsidiaries, is principally engaged in the manufacture and sale of refrigerators and air-conditioners.

The address of the registered office and principal place of business of the Company is No. 8 Ronggang Road, Ronggui, Shunde, Foshan, the PRC.

2.Basis of preparation

The financial statements are prepared based on going-concern assumption and actual transactions and events according to the Accounting Standards for Business Enterprises - Basic Standard (the Ministry of Finance Order No. 33 Issue, the Ministry of Finance Order No. 76 Amendment) issued by the Ministry of Finance, and 41 specific accounting standards , application guidelines for Accounting Standards for Business Enterprises, explanation of Accounting Standards for Business Enterprises and other relevant regulations (hereinafter collectively referred to as “Accounting Standards For Business Enterprises”) issued and revised on February 15, 2006 or later, and the Information Disclosure Regulations for Companies Publicly Issuing Securities No. 15 - General Provisions for Financial Statements (Revised 2014) issued by China Securities Regulatory Commission.

According to the relevant provisions of Accounting Standards for Business Enterprises, the Company’s financial accounting is conducted on accrual basis. Except for certain financial instruments, the financial statements take the historical cost as the accounting basis. If an asset is impaired, the provision for impairment shall be accrued in accordance with the relevant provisions.

The Company is listed in both Mainland and Hong Kong stock exchange, besides the abovementioned relevant regulations, the financial statements also comply with applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the disclosure requirements of the Hong Kong Companies Ordinance.

3.Significant changes in accounting policies

There are no significant changes in the accounting policies, accounting estimate applied in preparing of these financial statements.

4.Segment information

The Group manages its business by divisions which are organized by a mixture of both business lines and geographical areas. The information is reported internally to the Group’s most senior executive management for the purpose of resource allocation and performance assessment, the Group has identified the following three reportable segments: Refrigerators and washing machines, air-conditioners, and others (including product components and other electrical household appliances).

(1) Segment information as at and for the year is as follows:

Amount for current period Refrigerators and
washingmachines
Air-
conditioners
Others Elimination Total
1. Revenue from external sales 11,555,814,929.64 8,986,110,462.69 1,261,753,115.53 21,803,678,507.86
2. Revenue from inter-segment sales 1,079,389,775.96 -1,079,389,775.96
3. Gain from investment in associates
andjoint ventures
-67,586,516.45 397,299,600.52 -276,432.42 329,436,651.65

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4. Depreciation and amortization 313,722,331.33 194,093,039.02 95,198,586.07 603,013,956.42
5. Gain from changes in fair value -1,047,895.89 -1,047,895.89 -443,264.31 -2,539,056.09
6. Impairment losses on assets 826,341.84 896,797.23 2,947,727.66 4,670,866.73
7. Total profits(Total losses) 119,249,485.09 274,892,882.63 272,497,698.63 -42,985,906.02 623,654,160.33
8. Income tax expenses -7,795,680.15 65,156,537.50 22,016,906.23 79,377,763.58
9. Net profits (Net losses) 127,045,165.24 209,736,345.13 250,480,792.40 -42,985,906.02 544,276,396.75
10. Total assets 14,153,219,695.64 9,306,682,399.33 3,830,688,869.63 -12,997,773,925.07 14,292,817,039.53
11. Total liabilities 9,559,782,106.94 7,128,189,003.57 2,163,808,333.46 -9,032,771,761.77 9,819,007,682.20
12. Additions to other non-current
assets other than long-term equity
investments
34,127,280.60 359,832,752.77 33,529,646.48 427,489,679.85

Segment information as at and for last year is as follows:

Amount for last period Refrigerators and
washingmachines
Air-
conditioners
Others Elimination Total
1. Revenue from external sales 11,864,028,175.03 11,342,514,901.50 1,164,444,974.64 24,370,988,051.17
2. Revenue
from
inter-segment
sales
1,167,709,264.45 -1,167,709,264.45
3. Gain
from
investment
in
associates andjoint ventures
-32,615,369.55 344,451,398.11 -319,175.63 311,516,852.93
4. Depreciation and amortization 340,888,192.48 160,804,441.46 -1,268,122.29 500,424,511.65
5. Gain from changes in fair value -31,515,479.90 -29,910,879.16 -12,912,691.95 -74,339,051.01
6. Impairment losses on assets 23,811,177.70 36,884,260.65 -2,069,732.34 58,625,706.01
7. Total profit (Total loss) 139,168,506.62 522,949,903.74 163,603,402.85 -54,486,168.45 771,235,644.76
8. Income tax expenses 37,156,783.38 3,668,910.35 18,899,452.56 59,725,146.29
9. Net profit (Net loss) 102,011,723.24 519,280,993.39 144,703,950.29 -54,486,168.45 711,510,498.47
10. Total assets 11,997,088,181.69 9,477,802,119.66 3,682,785,008.26 -11,890,881,345.87 13,266,793,963.74
11. Total liabilities 8,145,845,933.47 7,351,150,477.03 2,394,229,900.30 -8,565,012,974.75 9,326,213,336.05
12. Increased amounts of other
non-current assets other than
long-term equityinvestments
285,719,193.14 421,677,482.96 78,411,251.21 785,807,927.31

(2)Geographic information

(2)Geographic information
Category 2015 2014
Revenues from domestic customers 14,266,558,516.03 17,178,988,978.86
Revenues from overseas customers 7,537,119,991.83 7,191,999,072.31
Total 21,803,678,507.86 24,370,988,051.17
Domestic non-current assets 5,749,543,669.67 5,212,995,836.79
Overseas non-current assets 10,732,583.20 12,681,153.28
Total 5,760,276,252.87 5,225,676,990.07

Page 6 of 45

The business of the Company is mainly operated in Mainland China, where the majority of non-current assets of the Company are held,therefore further detailed regional information is not required to be presented.

5.Accounts receivable

Normal credit term of 60 days is granted to customers. The Group allows a credit term no more than one year for large and well-established customers. Sales are usually settled by cash on delivery for small and new customers. Accounts receivables are non-interest bearing.

The aging of accounts receivable is analyzed as follows:

Item 31 December 2015 31 December 2014
Within three months 2,050,051,659.69 1,939,033,166.75
Over three months but within six months 33,702,888.63 41,524,824.98
Over six months but within one year 12,424,319.08 15,771,755.40
Over one year 115,640,119.80 134,718,629.69
Total 2,211,818,987.20 2,131,048,376.82
Less: provision for bad debts 125,222,568.20 146,756,989.89
2,086,596,419.00 1,984,291,386.93

6.Accounts payable

The aging of accounts payable is analyzed as follows:

Item 31 December 2015 31 December 2014
Within one year 2,765,359,219.91 3,335,201,948.30
Over one year 112,932,456.62 130,652,635.30
Total 2,878,291,676.53 3,465,854,583.60

7.Operating revenues and costs

7.Operating revenues and costs
Item 2015 2014
Revenue from principal operations 21,803,678,507.86 24,370,988,051.17
Revenue from other operations 1,667,924,350.12 2,163,432,884.38
Total 23,471,602,857.98 26,534,420,935.55
Item 2015 2013
Cost of principal operations 16,966,319,509.39 18,762,900,237.84
Cost of other operations 1,474,419,470.27 2,021,812,724.86
Total 18,440,738,979.66 20,784,712,962.70

8.Financial expenses

8.Financial expenses
Item 2015 2014
Interest expenses 11,581,630.89 15,003,224.16
Less: interest income 5,689,252.09 3,791,604.77
Gain/(Loss) on Foreign Exchange -57,267,840.76 -11,103,123.31
Others -20,069,255.55 -4,074,683.90
Total -71,444,717.51 -3,966,187.82

Page 7 of 45

9.Investment gain

(1) Particulars of investment gain

Item 2015 2014
Investment income arising from available-for-sale financial
assets duringholding period
7,410,000.00 9,500,000.00
Gain from long-term equity investment by the equity method 329,436,651.65 311,516,852.93
Gain from disposal of long-term equity investment 135,654,196.76
Gain from disposal of financial assets held-for-trading 57,670,852.33 54,484,302.09
Total 530,171,700.74 375,501,155.02

(2) Investment income arising from available-for-sale financial assets during holding period

Investee 2015 2014
Qingdao Hisense International Marketing Co,.Ltd. 7,410,000.00 9,500,000.00
Total 7,410,000.00 9,500,000.00

(3) Gain from long-term equity investments by the equity method

Investee 2015 2014
Huayi Compressor 7,000,709.29
Hisense-Whirlpool -67,586,516.45 -39,616,078.84
Attend Logistics Co,. Ltd. -276,432.42 -319,175.63
Hisense Hitachi 397,299,600.52 344,451,398.11
Total 329,436,651.65 311,516,852.93

10.Income tax expenses

10.Income tax expenses
Item 2015 2014
Current income tax expenses 75,473,364.69 129,756,032.80
Including: PRC enterprise income taxes 75,129,488.44 125,223,500.64
Hong Kong profit taxes 343,876.25 4,532,532.16
Deferred tax expenses 3,904,398.89 -70,030,886.51
Total 79,377,763.58 59,725,146.29

The reconciliation from income tax calculated based on the applicable tax rates and total profits to the income tax expenses is as follows:

Item 2015
Total profits 623,654,160.33
Income tax expenses calculated at statutory (or applicable) tax rates 155,913,540.08
Tax effects of different tax rates applicable to certain subsidiaries -7,434,861.15
Adjustments of income tax in previous period 6,069,222.49
Effects of non-taxable incomes -84,107,742.03
Effects of non-deductible costs, expenses and losses 24,504,313.56
Effects of deductible losses not recognized as deferred tax assets in previous period -154,149,055.09
Effects of deductible temporary differences or deductible losses not recognized
as deferred taxassetsincurrent period
167,182,408.85

Page 8 of 45

Others

- 28,600,063.13 79,377,763.58

Income tax expenses

Certain subsidiaries have been recognized as “high technology” companies and are entitled to a preferential tax rate of 15% (2014: 15%).

Hong Kong Profits Tax is calculated at 16.5% (2014: 16.5%) of the estimated assessable profits.

Except as disclosed above, the Company and other group entities, which were established and operated in the PRC, are subject to EIT at a standard rate of 25% (2014: 25%).

11.Net current assets

11.Net current assets
Item 31 December 2015 31 December 2014
Current assets (Consolidated) 8,532,540,786.66 8,041,116,973.67
Less:Current liabilities (Consolidated) 9,445,950,354.62 8,861,374,249.52
Net current assets (Consolidated) -913,409,567.96 -820,257,275.85
Current assets (the Company) 2,909,661,756.05 3,050,739,339.88
Less:Current liabilities (the Company) 2,335,475,827.76 2,894,421,008.43
Net Current assets (the Company) 574,185,928.29 156,318,331.45

12.Total assets less current liabilities

12.Total assets less current liabilities
Item 31 December 2015 31 December 2014
Total assets (Consolidated) 14,292,817,039.53 13,266,793,963.74
Less:Current liabilities (Consolidated) 9,445,950,354.62 8,861,374,249.52
Total assets less current liabilities (Consolidated) 4,846,866,684.91 4,405,419,714.22
Total assets (the Company) 7,078,766,344.72 7,138,546,340.56
Less:Current liabilities (the Company) 2,335,475,827.76 2,894,421,008.43
Total assets less current liabilities (the Company) 4,743,290,516.96 4,244,125,332.13

13.Earnings per share

(a)Basic earnings per share

The calculation of basic earnings per share is based on the consolidated net profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding:

Item 2015 2014
Consolidated net profit attributable to ordinary shareholders
ofthe parent
580,335,074.18 672,478,632.35
Weighted average number of issued ordinary shares of the
Company outstanding
1,360,962,949.17 1,356,645,223
Basic earnings per share 0.43 0.50

(b)Diluted earnings per share

The calculation of diluted earnings per share is based on the consolidated net profit attributable to ordinary shareholders of the parent adjusted for dilutive potential ordinary shares divided by the adjusted weighted average number of ordinary shares of the Company outstanding. For the years ended 31 December 2015 and 2014, there were no dilutive potential ordinary shares, and therefore the diluted earnings per share were same as the basic earnings per share.

Page 9 of 45

(c)Dividends

The Board proposed to pay a cash dividend of RMB1.5 (tax inclusive) per 10 shares held by all shareholders on the basis of the total share capital of 1,362,725,370 shares of the Company as at 31 December 2015, without bonus issue and not to issue shares by way of conversion of capital reserve. (2014: Nil).

MANAGEMENT DISCUSSION AND ANALYSIS

.Industry Overview

During the Reporting Period, unfavourable factors such as global economic slowdown, sluggish demand, increasing downward pressure on the economy, high inventory level in the industry, slower growth in the real estate market, etc. continued affecting the development of the white goods industry. Both the sales volume and amount of refrigerators and air-conditioners have decreased and the difficult condition for white goods enterprises continued. According to the statistics of China Market Monitor Company Limited (CMM), in 2015, the cumulative retail volume of the refrigerator industry recorded a year-to-year decrease of 4.76% and its cumulative retail amount decreased by 0.52% year-to-year; whereas the cumulative retail volume of the air-conditioner industry recorded a year-to-year drop of 4.10% and its cumulative retail amount decreased by 8.09% year-to-year. As to the export market, export revenue showed a declining trend due to the lack of momentum for the recovery of the global economy and the general weakness of non-US currencies. According to the Customs statistics on export, the export volume in 2015 for the refrigeration products recorded a year-to-year increase of 3.7%, and the export volume for the air-conditioning products recorded a year-to-year decrease of 5.7%.

As consumers have high demand for product function, quality and design, “demand for improvement” has undoubtedly become the new growth point in the demand for household appliances market. Therefore, accompanying the development in mobile Internet technologies and the upgrading of public consumption demand, “living room economics” has become the consensus for development of various white goods enterprises. White goods are further heading towards intelligentization, artization and high-end development.

.Analysis of the Company’s Operation Overall situation

During the Reporting Period, the Company upheld the operating directions of “building product advantages, enhancing sales capability, improving service quality, uplifting system efficiency and ensuring scale and efficiency” in performing various tasks. However, due to influence of factors such as weak market demand, high inventory level of the air-conditioner industry, slow improvement in the qualities of the Company’s channels and inadequate optimization of product structure, the economies of scale of the Company showed a decline. The Company recorded operating revenue of RMB 23,472 million and principal operating revenue of RMB 21,804 million, representing a year-to-year decrease of 10.53%, of which revenue from the refrigerator and washing machine business accounted for 53% of the principal operating revenue, representing a year-to-year decrease of 2.60%; revenue from the air-conditioner business accounted for 41.21%, representing a year-to-year decrease of 20.77%; the domestic sales business recorded a principal operating revenue of RMB 14,267 million, representing a year-to-year decrease of 16.95%, whereas the export sales business recorded a principal operating revenue of RMB 7,537 million, representing a year-to-year

Page 10 of 45

increase of 4.8%. The Company recorded net profits attributable to equity holders of the listed company of RMB 580 million, representing a year-to-year decrease of 13.70%. Earnings per share were RMB 0.43.

Technology orientation

The Company adhered to the development strategy of “Technology orientation and prudent operation”. Increasing the competitiveness of products through strengthening technological innovation and upgrading and raising the quality and added value of products has become an important measure for the Company in tackling difficult operating condition and industry upgrades.

During the Reporting Period, the refrigerator business of the Company continued to adhere to the direction of further improvement on the level of product intelligentization and user experience in its research and development. With focus on improving the technology in areas such as “energy efficiency”, “fresh-keeping”, “rapid refrigeration”, “vibration and noise reduction” and “intelligentization”, it was committed to technology innovations and function upgrades. In February 2015, the Company’s project named “Research and Application of European A++ High-end Air-cooled refrigerator energy-saving technology” won the 2014 Outstanding Technology Award of China National Light Industry Council. In April 2015, the Company announced the in-depth global strategic cooperation with Honeywell in which they would jointly promote the wider use of Solstice® liquid blowing agent(LBA)in refrigerator and freezer products, so as to further enhance the energy efficiency rating of its refrigeration products and reduce greenhouse gas emission, and continue to strengthen the Company’s leading position in energy saving for refrigeration products. In the China Refrigerator Industry Symposium in May 2015, “Ronshen” refrigerator won the grand award of the “Leading Brand in Fresh-keeping Technology in refrigerator industry” for its continuing technical innovations in fresh-keeping and moisturizing, the “Ronshen” 618 Litres cross-design four-door intelligent refrigerator won the unique award of “Cross-design four-door leading product” in the industry for its innovative structural design, advanced innovative technology and other leading advantages; the “Hisense” 612 Litres side-by-side refrigerator was awarded the “High-end Variable Frequency Product in Refrigerator Industry” with its distinctive advantages such as good cooling effect, strong fresh-keeping capabilities as well as low power consumption. In the “Press Conference of the Evaluation Results of the First Intelligent Household Appliances in China” jointly organized by China Quality Certification Centre and China Household Electrical Appliances Research Institute in July 2015, Hisense intelligent refrigerator was honoured with the award of “The Most Capable Intelligent Electrical Appliance in Self-Learning”. In October 2015, the Company’s own research and development project “Research and application of French-style frostless energy-saving refrigerator simulation technology”, was awarded the Third Prize of Technology Advancement by China Household Electrical Appliances Association.

During the Reporting Period, the air-conditioner business of the Company adhered to the development directions of “breakthrough in core technology, product innovation and customer satisfaction”, and achieved significant results in areas such as breakthrough in core technology and innovation of high-end products. In terms of breakthrough in core technology, the “variable vapour injection” (VVI) technology autonomously developed by the Company was successfully applied in inverter multi-connection products and low-temperature strong-heat heater products. As the problem of heat loss in air-conditioners under extreme temperatures was resolved with the VVI technology, the air-conditioner company was given the “technological advancement award” by the Chinese Association of Refrigeration. With the advantage of maintaining the inverting technology

Page 11 of 45

of air-conditioners, the Company reformed and upgraded the core technology of inverter for air-conditioner products. It successfully developed and launched the inverter technology of the 8[th] generation——“rapid inverter”, and took the lead in introducing the “6S Inverter Standards” covering 6 major areas of “rapid, energy efficiency, quietness, confidence, breadth and intelligence”, which raised the standards of inverter air-conditioners to a new level in the industry. In terms of high-end products, the Company launched Hisense Air-conditioners’ Apple Cloud Series T “Xuanzhuang” air-conditioners, which was the first 360-degree “Flip Turn” artistic cabinet air-conditioner in the industry. Hisense “Xuanzhuang” air-conditioners integrated various technologies such as “High Efficiency Centrifugal Air Passage”, “V-Shape High Efficiency Heat Converter”, “infrared thermal human body detection”, “IFD Purifying Technology”, “NANOE Anti-bacteria Technology” and “WIFI Intelligent Technology”. With its outstanding performance in five areas including “intelligence, energy efficiency, healthy living, aesthetics and quietness”, Hisense “Xuanzhuang” air-conditioners won the “Chinese Home Electrical Appliance Design Award” in the Appliance &electronics World Expo.

Refrigerator and washing machine business

During the Reporting Period, the Company’s refrigerator and washing machine business continued its strategy of high-end products and enhanced the product structure. The dual system and dual ion fresh-keeping 620 cross refrigerator was launched and the 375 Litres 5-door refrigerator products and a series of small French-style 4-door refrigerator products were newly launched, enriching the high-end product mix. According to the statistics of CMM, the retail market share of the French-style refrigerators in 2015 was 17.13%, representing a year-to-year increase of 2.02 percentage points. The price index of products under the brands of “Hisense refrigerator” and “Ronshen refrigerator” increased gradually. Due to the increasing downward pressure in the domestic economy and low demand, revenue from the refrigerator and washing machine business of the Company dropped, representing a year-to-year decrease of 2.60%. To maintain its profitability, the Company performed tasks to raise gross profit margin in all aspects such as product development, purchasing, manufacturing and sales. The year-to-year growth in the gross profit margin of refrigerator and washing machine was 1.40 percentage points in 2015. Besides, the Company actively explored the overseas market, promoting sales in overseas market comprehensively. According to the statistics of the Customs on export, the export volume of the refrigerator and washing machine products of the Company marked a year-to-year growth of 9.9% in 2015, outperforming the industry’s average growth of 3.7%.

Air-conditioner business

During the Reporting Period, due to the influence of factors such as sluggish market demand, high inventories level of the industry and price war, the scale ability and profitability of the air-conditioner business of the Company declined. Revenue of the air-conditioner business of the Company recorded a year-to-year decrease of 20.77%. The gross profit margin marked a year-to-year decrease of 3.38 percentage points. Facing such difficult environment, the Company actively adjusted the product structure, focused its efforts in the sector of intelligent inverting air-conditioners and adopted the strategy of “phasing out constant speed and popularizing intelligent air-conditioners”. In addition, the Company continued various foundation management tasks to strictly implement quality management. The quality of air-conditioner products of the Company continued to improve. In the Quality Month of China co-organized by 39 departments including the General Administration of Quality Supervision, Inspection and Quarantine, the Publicity Department, National Development and Reform Commission and Ministry of Industry and

Page 12 of 45

Information Technology, the Company was named as the “Typical Enterprise with Outstanding Quality and Integrity in China” and “Qualified Product with Overall Stable Performance in Quality Inspection in China”.

Ⅲ. ANALYSIS TO PRINCIPAL FINANCIALS DURING THE REPORTING PERIOD

() MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS

Did the Company make retrospective adjustment to or restatement of the accounting data of prior years due to changes in accounting policies and correction of accounting errors?

□Yes √No

Increase or
decrease as
Item 2015 2014 2013
compared to last
year (%)
Operating revenue (RMB) 23,471,602,857.98 26,534,420,935.55 -11.54
24,360,021,308.47
Net profits attributable to shareholders of listed 580,335,074.18 672,478,632.35

company (RMB)
-13.70
1,215,669,602.07
Net profits after deducting non-recurring profit
and loss attributable to shareholders of listed
company (RMB) 232,460,457.89 582,931,287.47 -60.12
1,077,904,382.91
Net cash flow from operating activities (RMB) 484,261,155.05 965,990,457.87 -49.87
218,798,349.53
Basic earnings per share (RMB/share) 0.43 0.50 -14.00
0.90
Diluted earnings per share (RMB/share) 0.43 0.50 -14.00
0.90
-6.16percentage
Weighted average rate of return on net assets (%)
15.49 21.65 points 56.78
Increase or
decrease as
Items 31 December 2015 31 December 2014 compared to end of
31 December 2013
last year (%)
Total assets (RMB) 14,292,817,039.53 13,266,793,963.74 7.73
12,208,030,858.33
Net assets attributable to shareholders of listed
4,044,017,698.45
3,458,363,028.38
company (RMB) 16.93
2,748,731,080.83

QUARTERLY MAJOR FINANCIAL INDICATORS

Unit: RMB Unit: RMB Unit: RMB Unit: RMB
Item
First Quarter Second Quarter Third Quarter Fourth Quarter
Operating revenue (RMB) 6,430,772,090.41 7,180,376,529.48 5,616,212,947.84 4,244,241,290.25
Net profits attributable to shareholders of listed 224,500,108.92 281,217,624.98

company (RMB)
-46,017,112.95 120,634,453.23
Net profits after deducting non-recurring profit and
loss attributable to shareholders of listed company

(RMB)
90,810,688.39 196,717,257.46 -63,641,709.71 8,574,221.75
Net cash flowfromoperating activities (RMB) -79,734,934.22 -119,429,911.07 197,676,500.75 485,749,499.59

() NON-RECURRING PROFIT AND LOSS ITEMS AND AMOUNTS

Unit: RMB

Item Amount of 2015 Amount of 2014 Amount of 2013 Description
Profits or losses from disposal of non-current assets

(including the part written off for provision for impairment

on assets)
124,501,216.75 -2,343,557.57
296,087.55
Government grantsrecognizedinthe profits or losses 173,616,297.39 82,298,890.90 82,700,643.38

Page 13 of 45

(excluding government grants closely related to the
Company’s business and are received with fixed amounts or
with
fixed
percentage
based
on
unified
standards
promulgated by government)
Corporate restructuring costs (e.g. staff relocation costs and

costs during the course of integration)

-22,087,867.83
-36,817,863.11
-52,492,777.86
Reversal of provision for impairment loss of account

receivables subject to separate impairment testing
12,585,064.60
89,950,024.68
Other non-operating income and expenses other than the

aforementioned items
111,227,500.87 39,015,647.68
14,306,916.33
Less:Effect of income tax 33,493,517.67 15,218,459.01
4,249,768.03
Effect of minority interests (after tax) 5,889,013.22 -10,027,621.39
-7,254,093.11
Total 347,874,616.29 89,547,344.88 137,765,219.16

() ANALYSIS OF PRINCIPAL BUSINESS

1. Income

Is the Company’s income from sales of goods larger than its income from provision of services? √Yes □No

Increase or decrease as
Item (ten thousand
Industry Category 2015 2014 compared to corresponding
units / sets)
period last year (%)
Sales volume 1,646 1,699
-3.12
Home appliances
Production volume 1,570 1,731
-9.30
fi id
manuacturng nustry Inventory volume 108 184
-41.30

Inventory volume decreased by 41.30% year-to-year, mainly due to the Company’s effort to clear inventories in order to avoid the risk of dropping prices of inventories during the Reporting Period.

2. Composition of operating revenue

Unit: RMB

2015 2015 2014 2014
Increase or decrease as
Weight to
Weight to operating compared to
Item i
operatng Amount revenue
corresponding period
Amount
revenue (%))
last year (%)
(%))
Total of operating

revenue
21,803,678,507.86
100.00

24,370,988,051.17
100.00
-10.53
By industry
Home appliances
manufacturing

industry
21,803,678,507.86
100.00
24,370,988,051.17 100.00
-10.53
By product
Refrigerators and
washingmachines 11,555,814,929.64
53.00
11,864,028,175.03 48.68
-2.60
Air-conditioners 8,986,110,462.69
41.21
11,342,514,901.50 46.54
-20.77
Others 1,261,753,115.53
5.79
1,164,444,974.64 4.78
8.36
By region
Domestic 14,266,558,516.03
65.43
17,178,988,978.86 70.49
-16.95
Overseas 7,537,119,991.83
34.57
7,191,999,072.31 29.51
4.80

3. Composition of operating Costs

Unit: RMB ten thousand

2015 2015 2014 2014 Increase or decrease as
Industry Category Item Weight to Weight to compared to
Amount

operating costs
Amount
operating costs
corresponding period last

Page 14 of 45

(%) (%) year (%)
Raw materials 1,521,967.68 89.71 1,697,168.44 90.45
-0.74
Home appliances
Staff wages 59,465.79 3.50 53,990.60 2.88
0.62
fi id
manuacturng nustry Depreciation 45,550.18 2.68 36,722.00 1.96
0.72

4.Expenses

Unit: RMB ten thousand

Expense Item 2015 2014 Increase or decrease
as
compared
to
corresponding period
last year (%)
Reason for the significant changes
Sales expense 430,888.15 438,869.02 -1.82 No significant change
Management expense 90,523.77 85,693.18 5.64 No significant change
Finance expense -7,144.47 -396.62 N/A Mainly due to the significant increase in the
foreign exchange gain during the Reporting
Period.
Income tax expense 7,937.78 5,972.51 32.91 Mainly due to the change in deferred tax
assets during theReportingPeriod

5.Cash Flow

Unit: RMB ten thousand

Increase or decrease as compared to
Item 2015 2014
corresponding periodlast year(%)
Sub-total of cash inflows from operating activities 1,554,485.04 1,537,699.84
1.09
Sub-total of cash outflows from operating activities
1,506,058.92
1,441,100.80
4.51
Net cash flows from operating activities 48,426.12 96,599.05
-49.87
Sub-total of cash inflows from investing activities 33,989.84 10,764.75
215.75
Sub-totalofcashoutflowsfrom investing activities 64,965.90 76,618.68 -15.21
Net cash flows from investing activities -30,976.06 -65,853.93
N/A
Sub-total of cash inflows from financing activities 147,903.15 138,115.72
7.09
Sub-total of cash outflows from financing activities
151,230.82
129,146.68
17.10
Net cash flows from financing activities -3,327.67 8,969.04
-137.10
Net increase in cash and cash equivalents 14,212.04 39,705.16
-64.21

6. Research and development inputs

During the Reporting Period, the Company’s research and development focused on improving product performance, level of intelligentization and users’ experience, breaking through core technology, and strengthening high-end product line. We insisted on providing inputs in research and development and technology innovation of products in order to strengthen our products’ market competitiveness and the Company’s core competitiveness so as to support the Company’s industrial advancement with strong technologies.

Description of research and development inputs of the Company

Proportion of change
2015 2014
(%)
Number of research and development staff 995 1009
-1.39
Proportion of number of research and development staff 3.02
2.92

0.10
Amount of research and development inputs (RMB) 507,821,663.05 552,285,511.98
-8.05
Proportion of research and development inputs to operating revenue 2.16 2.08
0.08
Amount ofcapitalizedresearchand developmentinputs (RMB) 0 0 0
Proportion of capitalized research and development inputs to research

and development inputs

0
0
0

Page 15 of 45

() DESCRIPTION OF INDUSTRIES, PRODUCTS OR REGIONS ACCOUNTING FOR 10% OR ABOVE OF THE REVENURE OR PROFITS FROM OPERATING BUSINESSES OF THE COMPANY

Unit: RMB

Increase or Increase or
Increase or decrease decrease in costs decrease in
Revenue from Costs of Gross in revenue from of operating gross profit
operating operating profit operating businesses
businesses as
margin as
Item
businesses businesses margin as compared to compared to compared to
(%) corresponding corresponding corresponding
period last year (%) period last year period last year
(%) (%)
By industry
Home appliances

manufacturing industry
21,803,678,507.86
16,966,319,509.39
22.19 -10.53
-9.58
-0.82
By product
Refrigerators and
washingmachines 11,555,814,929.64
8,866,010,017.35
23.28 -2.60
-4.34
1.40
Air-conditioners 8,986,110,462.69
7,133,925,803.36
20.61 -20.77
-17.25
-3.38
Others 1,261,753,115.53
966,383,688.68
23.41 8.36
10.58
-1.54
By region
Domestic 14,266,558,516.03
10,386,859,889.56
27.19 -16.95
-15.96
-0.86
Overseas 7,537,119,991.83
6,579,459,619.83
12.71 4.80
2.75
1.74

() ASSETS AND LIABILITIES POSITION

Significant changes in asset items

Unit: RMB

Items At the end of 2015 At the end of 2015 At the end of 2014 At the end of 2014 Change in
proportion
(%)
Explanation of significant
changes
Amount Percentage
tor total
assets (%)
Amount Percentage
to total
assets (%)
Cash at bank
and on hand
1,014,410,146.17 7.10 870,663,755.12 6.56 0.54 No significant change
Notes
receivable
2,289,706,048.91 16.02 991,796,937.82 7.48 8.54 Mainly due to payment via the
issuance of notes payable and
retention of notes receivable
during theReportingPeriod
Accounts
receivable
2,086,596,419.00 14.60 1,984,291,386.93 14.96 -0.36 No significant change
Prepayments 169,804,372.86 1.19 498,209,306.68 3.76 -2.57 Mainly due to the decrease in
prepayments
of
construction
fees during theReportingPeriod
Other
Receivables
234,011,936.52 1.64 493,051,526.66 3.72 -2.08 Mainly
due
to
the
other
receivables
from
Greencool
Companies were audited and
written off during the Reporting
Period
Inventories 2,270,139,557.55 15.88 2,915,921,775.81 21.98 -6.10 No significant change
Other
current
assets
467,872,305.65 3.27 287,019,824.65 2.16 1.11 Mainly due to purchase of asset
management products from the
banks
at
the
end
of
the
Reporting Period
Investment
properties
28,958,126.07 0.20 31,459,416.41 0.24 -0.04 No significant change
Long-term
equity
investment
1,323,253,353.15 9.26 1,216,043,770.20 9.17 0.09 No significant change

Page 16 of 45

Fixed assets 3,529,787,697.68 24.70 2,932,039,091.41 22.10 2.60 No significant change
Construction
in progress
64,837,848.39 0.45 251,551,873.15 1.90 -1.45 Mainly due to the completion of
construction in progress and
their transfer into fixed assets
and intangible assets during the
Reporting Period
Short-term
borrowings
223,496,764.71 1.56 253,985,142.45 1.91 -0.35 No significant change
Notes
payable
2,931,174,504.52 20.51 1,528,195,526.41 11.52 8.99 Mainly due to the increase in
issuance
of
electronic
acceptance
bills
during
the
Reporting Period

(VI) ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Unit: RMB

Items Amount at the
beginning of
the period
Gain or loss
from change in
fair value
during the
period
Accumulated
changes in fair
value
Impairme
nt
provided
Amount
purchased
during the
Amoun
t sold
during
the
period
Amount at the
end of the
period
accounted in during the period
equity period
Financial assets
1. Financial
assets
measured at fair
value
where
changes in fair
value
are
accounted for as
gain or loss of the
period (excluding
derivative
financial assets)
162,460.00 -162,460.00
2. Derivative
financial assets
3. Financial assets
available for sale
Subtotal of financial
assets
Investment Properties
Productive biological
assets
Others
Total 162,460.00 -162,460.00
Financial liabilities -7,391,136.66 -2,376,596.09 -9,767,732.75

(VII) CORE COMPETITIVENESS ANALYSIS

1. Technological advantages

Page 17 of 45

The Company adheres to its development strategy of “technology orientation” and focuses on “energy-saving by inverter technology” and “green and environmental friendliness” to build its core competitiveness through continual innovations in technologies and products. The Company has top-notch research and development institutions including State-level enterprise technology center, enterprise post-doctoral scientific research station, State-recognized laboratory, and Guangdong Provincial Key Research and Development Center of Engineering Science, and an industry-leading research and development team with thousands of technical personnel. The Company is always committed to enhance its self-driven innovation capacity, strives to enhance the performance and level of intelligentization of its products, in order to improve its core competitiveness and its products’ market competitiveness and provide strong technical support for the Company’s industrial advancement.

2. Brand advantages

The three brand names used in refrigerator and air-conditioner products of the Company, namely “Hisense”, “Ronshen” and “Kelon”, have good brand reputation and market base. Among these brands, the market share of “Hisense” invertor air-conditioners had ranked first in China for thirteen consecutive years, while the market share of “Ronshen” refrigerators had ranked first in China for eleven years. “High technology and high quality” reflects the Company’s core brand value. At the same time, the Company gradually accelerates the progress of internationalization, and continues to promote the internationalization of its own brands. From a global market perspective, Hisense’s own brand air-conditioner products ranked fifth in the global market share and its own brand refrigerator and freezer products ranked sixth in the global market share.

() Major subsidiaries and companies in which the Company has equity interest

Operating
Total assets Net assets Operating Net profits
Name of Company Major Registere
revenue
(RMB ten (RMB ten profit (RMB (RMB ten
company type business d capital (RMB ten
thousand) thousand) ten thousand) thousand)
thousand)
A company in
Production
which the and sale of
US$46
Hisense Hitachi
Company has
commercial
million
equity interest
air-conditione

rs
447,848.72 252,669.55 480,934.20
95,485.75
84,648.57
Acquisition and disposal of subsidiaries
√Applicable□Not applicable
during the Reporting Period
Name of company Means
of
acquisition
and
disposal of subsidiaries during
theReportingPeriod
Effect on the overall production, operation
and results
Jiangmen
Hisense
Electrical
Appliances Co., Ltd.
Newly established Meeting the Company's production needs.
Foshan Shunde Kelon Household
Electrical Appliance Company
Limited
Cancellation Cancellation of such company would not cause any
material effect on the Company’s overall production,
operationandresults.
Hisense
Home
Appliance
(Europe)
Research
&Development Center GmbH
Equity transfer Transfer of such company would not cause any
material effect on the Company’s overall production,
operation and results.

()Material changes of major assets

Major assets Description of the material changes
Equity assets No significant change

Page 18 of 45

Fixed assets No significant change
Intangible assets No significant change
Decrease which was mainly due to the completion of construction in progress and
Projects in progress
theirtransfer intofixed assets andintangible assets during theReportingPeriod.

()Analysis of non-core businesses

  • √Applicable □Not applicable
Unit:RMB Unit:RMB Unit:RMB Unit:RMB
Item Amount % of total profits Description of forming reasons Sustainability
Mainly due to the income from equity
investment recognized according to equity
Investment income
method of accounting.
530,171,700.74
85.01
Yes
Mainly due to the change in recognized income
Fair value gain/ loss
-2,539,056.09
-0.41

of forward foreign exchange business

Yes
Mainly due to the recognized accounts
Asset impairment loss
receivable, inventories and impairment loss for
4,670,866.73
-0.75

the long-term assets

No
Mainly due to the gain on disposal of long-term
Non-operating income
326,848,455.27
52.41

assets and the receipt ofgovernment subsidy

No
Mainly due to the loss on disposal of long-term
Non-operating expense
17,185,413.56
-2.76

assets

No

.Outlook

Looking ahead into 2016, the recovery of the global economy lacks momentum and the downward pressure of the domestic economy will intensify. The RMB exchange rate will be exposed to higher risks and there will be further pressure on export costs. Unfavourable environment such as the high inventory level of the domestic air-conditioner industry will continue to be a huge burden on the operation and development of the Company. However, given the economic recovery in developed countries such as the US, implementation of new energy efficiency standards for domestic refrigerator products, liberalization of improving residential housing policy and the development of mobile Internet etc., there will be plenty of room for the development and upgrade of white goods enterprises.

In 2016, the Company will firmly uphold the operating strategies of “adhering to high-end awareness, highlighting product advantages, consolidating market network, enhancing system efficiency, exploring international market and ensuring economies of scale” to capture the opportunities of sector technical upgrades and functional upgrades of products in order to strive for steady increase in its scale, performance and market share through implementation of the followings:

  1. to adhere to the development strategy of high-end products and highlight the advantage of product differentiation. Through measures such as replenishing high-end core talents, adjusting and developing incentive mechanism and strengthening co-operation internally and externally, the Company will greatly improve the planning and developing capability of high-end products and more high-end products will come on stream. Product sophistication level will continue to be enhanced and product quality will be improved and enhanced. The Company will continue promoting star models and keymodels, and enhancing user’s awareness of high-end brands of Hisense products. Leveraging on the “Hisense Cloud” platform under the Hisense Group, the intelligent operation platform of system grading products will be built and the intelligentization of single products will be upgraded to intelligentization of systems by connecting those areas such as operation and use of products, online sales and maintenance service through such platform. The

Page 19 of 45

promotion of inverting strategy for air-conditioner products will continue unflinchingly and gradually phase out constant speed products. Through differentiation in appearance and intelligent 2.0 upgrade, the comparative advantage of products will be built and inverters will become more sophisticated.

  1. to increase the sales capability. The business sense of branch offices will be guided and strengthened by improving the incentive scheme of branch offices. The high-end development of prototypes, image improvement to end-users and more innovative media will be promoted. Investment efficiency of the brand will be enhanced and brand building will be accelerated. Criteria of quality customers will be set for improving the composition of customers and the proportion of high-end products will be raised. More efforts will be put on the construction of core network and exclusive stores and refinement of sales channels so as to increase per store productivity. More agency channels will be developed to enhance the market scale in third and fourth tier markets and the e-commerce team and quality of online promotion will be improved. Operating efficiency and sales revenue per person will be improved by closing those under-performing stores, adjusting the management model of office and building an information system platform.

  2. to take “customer satisfaction” as our fundamental starting point, set appraisal indicators of process and improve the NPS management system; to optimize our net promotion value of products through improvement of the entire process from product planning, design, manufacturing, quality control, logistics, sales to service; to optimize the service network, improve the standard of service, build the core image of service provider and promote the market reputation of the brand; to accelerate the process of handling service information through whole-process supervision using the information service platform.

  3. to strive to expand the overseas market. The Company will be leveraging the opportunity of Hisense Group enhancing its efforts on sports marketing and sponsoring the European Cup and other famous sports events, focusing on planning products for overseas sales and high-end promotion, increasing product efficiency, reducing the proportion of non-performing and less popular models, driving up quantity of high-end products and improving the composition of overseas sales of products. Promotion mechanism for end-users will be built and the proportion of its own brand will be enhanced.

  4. to continue the work of raising production efficiency. Product generalization and standardization will be strengthened and manufacturing efficiency will be improved through improving the craftsmanship and automation; structure of personnel will be improved and staff capability will be raised, accelerating the progress of informatization projects, rapidly raising the level of informatization and optimizing workflow and organization structure; management efficiency will be increased; and platform and system for sales efficiency will be built through measures such as reforming the sales model and enhancing sales ability to enhance sales efficiency.

  5. Strictly control overdue account receivables and abnormal appropriation, reduce capital risk, accelerate capital flow and strengthen cost control.

FINAL DIVIDEND

The Group recorded net profit attributable to shareholders of the listed company of RMB 580 million for the year ended 31 December 2015. The Board proposed to pay a cash dividend of RMB1.5 (tax inclusive) per 10 shares held by all shareholders on the basis of the total share capital

Page 20 of 45

of 1,362,725,370 shares of the Company as at 31 December 2015, without bonus issue and not to issue shares by way of conversion of capital reserve (no dividend was paid by the Group for the year ended 31 December 2014).

LIQUIDITY AND SOURCES OF FUNDS

For the year ended 31 December 2015, net cash generated from operating activities of the Group amounted to approximately RMB 484 million (2014: net cash generated from operating activities amounted to approximately RMB 966 million).

As at 31 December 2015, the Group had bank deposits and cash (including pledged bank balances) amounting to approximately RMB 1,014 million (2014: RMB 871 million), and bank loans amounting to approximately RMB 223 million (2014: RMB 254 million).

Total capital expenditures of the Group for the year ended 31 December 2015 amounted to approximately RMB 450 million (2014: RMB 766 million).

HUMAN RESOURCES AND EMPLOYEES’ REMUNERATION

As at 31 December 2015, the Group had approximately 32,935 employees, mainly comprising 4,718 technical staff, 15,145 sales representatives, 387 financial staff, 849 administrative staff and 11,836 production staff. The Group had 7 employees with a doctorate degree, 373 with a master’s degree and 3,909 with a bachelor’s degree. For the year ended 31 December 2015, the Group’s staff payroll amounted to RMB 2,508 million (corresponding period in 2014 amounting to RMB 2,483 million).

EMPLOYEES’ TRAINING AND REMUNERATION POLICY

Employees and people are the basis for corporate development. Leveraging on the platform provided by Hisense College, the Company has established a three-level training system, a well-rounded curriculum system and a training regulation system and actively promoted the building up of teacher resources internally and externally, so as to effectively support the development of the Company's management and technical personnel and achieve value-added human resources. Every year, the Company will formulate education and training programs for the employees based on the annual operational strategy and human resources development needs. The Company has provided 4,309 courses in total during the Reporting Period, and the number of participants reached 136,542. The courses are mainly of enterprise management type, craftsmanship and quality type, corporate culture type, manufacturing type, or technology research and development type, etc., covering employees at different levels, ranging from ground level staff responsible for work such as front-line production and marketing to senior management.

The Company adopts a position-based remuneration policy for its staff. Staff remuneration is determined by reference to the relative importance of and responsibility assumed by the position and other performance factors.

CHARGE ON THE GROUP’S ASSETS

As at 31 December 2015, the Group’s property, plant and equipment (including leasehold land held for own use), investment properties and trade receivables of approximately RMB 324 million (31 December 2014: RMB 254 million) were pledged as security for the Group’s borrowings.

Page 21 of 45

EXPOSURE TO EXCHANGE RATE FLUCTUATION AND ANY RELATED HEDGE

Since part of the purchase and the majority of the overseas sales of the Group during the Reporting Period were denominated in foreign currency, the Group is exposed to certain risk of exchange rate fluctuation. The Group has used financial instruments such as import/export documentary bills and forward contracts for exchange rate hedging purpose.

PUBLIC FLOAT

The Directors confirm that as at 29 March 2016, based on publicly available information and to the best of their knowledge, 25% or above of the total issued share capital of the Company are held by the public. Therefore, the public float of the Company satisfies the requirement stipulated under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).

AUDIT COMMITTEE

The ninth session of the audit committee of the Company has reviewed the final results of the Group for the year ended 31 December 2015.

CAPITAL EXPENDITURE

The Group expects that the capital expenditure for 2016 will be approximately RMB 84 million. The Group has sufficient funds to meet the funding requirement for capital expenditure plans and daily operations.

TRUST DEPOSITS

As at 31 December 2015, the Group did not have any trust deposits with any financial institutions in the PRC. All of the Group’s deposits have been deposited in commercial banks and other financial institutions in the PRC and Hong Kong.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

As at 31 December 2015, the Group did not have any long-term bank borrowings and its cash and cash equivalents amounted to RMB 1,014 million (2014: RMB 871 million), of which more than RMB 964 million are denominated in Renminbi.

As at 31 December 2015, the Group’s current liabilities amounted to RMB 9,446 million, non-current liabilities amounted to RMB 373 million, and shareholders’ equity attributable to the shareholders of the Company amounted to RMB 4,044 million. Details of the Group’s capital structure are set out in the financial statements which will be contained in the annual report of the Company.

GEARING RATIO

As at 31 December 2015, the Group’s gearing ratio (calculated according to the formula: total liabilities /total assets)was 68.70% (2014: 70.30%).

INDEPENDENCE OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The ninth session of the Board has received a written confirmation from each of the independent non-executive Directors in respect of their independence in accordance with the requirements

Page 22 of 45

provided under Rule 3.13 of the Hong Kong Listing Rules. The Company considers that all the independent non-executive Directors of the ninth session of the Board meet the relevant requirements under Rule 3.13 of the Hong Kong Listing Rules and considers them to be independent.

SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS

None of the Directors and the supervisors of the Company has a service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

DIRECTORS’ AND SUPERVISORS’ INTERESTS IN CONTRACTS

The Directors of the ninth session of the Board and the supervisors of the Company do not and did not directly or indirectly hold any material interests in any contract of significance of the Company or its subsidiaries subsisting during or at the end of the year 2015.

REVIEW OF CONTINUING CONNECTED TRANSACTIONS BY INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent non-executive Directors of the ninth session of the Board have reviewed the continuing connected transactions of the Group for the year 2015, and confirmed that these transactions were conducted in the ordinary course of business of the Group in accordance with the relevant agreements governing them and on normal commercial terms which were fair and reasonable and in the interest of the shareholders of the Company as a whole.

REVIEW OF CONTINUING CONNECTED TRANSACTIONS BY AUDITORS

After auditing the continuing connected transactions of the Group, the auditors of the Company confirmed that the relevant continuing connected transactions of the Group have been approved by the Board, were carried out in accordance with the Company’s pricing policies pursuant to the terms of the agreements of the relevant transactions, and have not exceeded the caps disclosed in the previous announcements.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) as set out in the Hong Kong Listing Rules as its code for securities transaction by Directors. After having made specific enquiries to the Directors, all Directors of the Board confirmed that they had acted in full compliance with the Model Code during their term of office.

SHARE CAPITAL STRUCTURE

As at 31 December 2015, the share capital structure of the Company was as follows:

Class of shares Number of shares Percentage to the total
issued share capital
H shares 459,589,808 33.73%
A shares 903,135,562 66.27%

Page 23 of 45

Total 1,362,725,370 100.00%

TOP TEN SHAREHOLDERS

As at 31 December 2015, there were 30,441 shareholders of the Company (the “Shareholders”) in total, of which the top ten Shareholders were as follows:

Percentage to
No. of
Percentage to
the relevant shares held
Nature of No. of shares the total
Name of Shareholder
class of issued

subject to
Shareholder held issued shares


shares of the
trading
of the Company

Company

moratorium
Qingdao
Hisense
Air-conditioning Company
Limited
State-owned
legal person
612,316,909 44.93% 67.80% 0
HKSCC Nominees Limited
Note 1
Foreign legal
person
459,151,768 33.69% 99.90% 0
Cental Huijin Investment Ltd. Domestic
non-state-owne
d legal person
26,588,700 1.95% 2.94% 0
China
Securities
Finance
Corporation Limited
Domestic
non-state-owne
dlegalperson
18,379,176 1.35% 2.04% 0
Zhang Shao Wu Domestic
naturalperson
7,200,000 0.53% 0.80% 0
ICBC Credit Suisse Fund -
Agricultural Bank of China -
ICBC Credit Suisse China
Securities Financial Asset
Management Plan
Other 6,518,300 0.48% 0.72% 0
Central European Fund -
Agricultural Bank of China -
Central
European
China
Securities Financial Asset
ManagementPlan
Other 6,518,300 0.48% 0.72% 0
Boshi Fund - Agricultural
Bank of China - Boshi China
Securities Financial Asset
ManagementPlan
Other 6,518,300 0.48% 0.72% 0
Dacheng Fund - Agricultural
Bank of China - Dacheng
China Securities Financial
AssetManagementPlan
Other 6,518,300 0.48% 0.72% 0
Jiashi Fund - Agricultural
Bank of China - Jiashi China
Securities
Financial
Asset
Management Plan
Other 6,518,300 0.48% 0.72% 0
Guangfa Fund - Agricultural
Bank of China - Guangfa
China Securities Financial
AssetManagementPlan
Other 6,518,300 0.48% 0.72% 0
Huaxia Fund - Agricultural Other 6,518,300 0.48% 0.72% 0

Page 24 of 45

Bank of China - Huaxia
China Securities Financial
AssetManagementPlan
Yinhua Fund - Agricultural
Bank of China - Yinhua
China Securities Financial
Asset Management Plan
Other 6,518,300 0.48% 0.72% 0
Yifangda Fund - Agricultural
Bank of China - Yifangda
China Securities Financial
AssetManagementPlan
Other 6,518,300 0.48% 0.72% 0
Southern Fund - Agricultural
Bank of China - Southern
China Securities Financial
Asset Management Plan
Other 6,518,300 0.48% 0.72% 0

Notes:

1. The shares held by HKSCC Nominees Limited are held on behalf of a number of its account participants, among which, Hisense (Hong Kong) Company Limited, a party acting in concert with the controlling shareholder of the Company, increased its holding of H shares of the Company by 16,291,000H shares during the Reporting Period, representing 1.20% of the total number of shares of the Company. Hisense (Hong Kong) Company Limited is the holder of 81,160,000 H shares in total at the end of the Reporting Period, representing 5.96% of the total number of shares of the Company;

2. At the end of the month prior to the date of publication of this results announcement on 29 March 2016, there were 30,811 shareholders of ordinary shares of the Company in total;

3. Zhang Shao Wu, a shareholder of the Company, holds 7,200,000 shares of the Company through customer credit trading guarantee securities account in Guosen Securities Company Limited.

SHAREHOLDINGS OF THE TOP TEN SHAREHOLDERS OF TRADABLE SHARES

Name of Shareholders Number of
tradable
shares held
Class of shares
Qingdao Hisense Air-conditioning Company Limited 612,316,909 RMB ordinary
shares
HKSCC Nominees Limited 459,151,768 Overseas listed
foreign shares
Cental Huijin Investment Ltd. 26,588,700 RMB ordinary
shares
China Securities Finance Corporation Limited 18,379,176 RMB ordinary
shares
Zhang Shao Wu 7,200,000 RMB ordinary
shares
ICBC Credit Suisse Fund - Agricultural Bank of China - ICBC
Credit Suisse China Securities Financial Asset Management
Plan
6,518,300 RMB ordinary
shares
Central European Fund - Agricultural Bank of China - Central
EuropeanChina SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
Boshi Fund - Agricultural Bank of China - Boshi China
SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
DachengFund - Agricultural Bank of China - DachengChina 6,518,300 RMB ordinary

Page 25 of 45

SecuritiesFinancial AssetManagementPlan shares
Jiashi Fund - Agricultural Bank of China - Jiashi China
SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
Guangfa Fund - Agricultural Bank of China - Guangfa China
SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
Huaxia Fund - Agricultural Bank of China - Huaxia China
SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
Yinhua Fund - Agricultural Bank of China - Yinhua China
SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
Yifangda Fund - Agricultural Bank of China - Yifangda China
SecuritiesFinancial AssetManagementPlan
6,518,300 RMB ordinary
shares
Southern Fund - Agricultural Bank of China - Southern China
Securities Financial Asset Management Plan
6,518,300 RMB ordinary
shares

Note : The Company is not aware whether any of the top ten holders of tradable shares is connected with each other or any of them is a party acting in concert with any of the other nine shareholders within the meaning of 《上市公司收購管理辦法》 (Administrative Measures for the Takeover of Listed Companies).

INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS IN THE SHARES AND UNDERLYING SHARES

So far as is known to the Directors, supervisors and the chief executive of the Company, as at 31 December 2015, the following persons (other than the Directors, supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”), or which were recorded in the register required to be kept under section 336 of the SFO, or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”):

Long position or short position in the shares of the Company

Capacity Type of
shares
Number of
shares held
Percenta
ge of the
respectiv
e type of
shares
Percentag
e of the
total
number
of shares
in issue
Beneficialowner Ashares 612,316,909(L) 67.80% 44.93%
Interest of controlled
corporation
Ashares 612,316,909(L) 67.80% 44.93%
Interest of controlled
corporation
Ashares 612,316,909(L) 67.80% 44.93%
Beneficialowner Hshares 81,160,000 (L) 17.66% 5.96%

Page 26 of 45

Qingdao Hisense
Electric Holdings
Company Limited
Note 1
Interest of controlled
corporation
Hshares 81,160,000 (L) 17.66% 5.96%
Hisense Company
Limited Note 1
Interest of controlled
corporation
Hshares 81,160,000 (L) 17.66% 5.96%
Prime Capital
Management
Company Limited
Note 2
Investmentmanager Hshares 57,886,691(L) 12.60% 4.25%
Citigroup Inc.Note3 Person having security
interests in shares and
custodian corporation/
approved lending
agent
Hshares 27,066,610(L)
2,467,000(S)
2,049,000(P)
5.88(L)
0.53(S)
0.44(P)
1.99%
0.18%
0.15%

The letter “L” denotes a long position, the letter “S” denotes a short position and the letter “P” denotes lending pool.

Notes:

1. Qingdao Hisense Air-conditioning Company Limited is a company directly owned as to 93.33% by Qingdao Hisense Electric Holdings Company Limited, whereas Hisense (Hong Kong) Company Limited is a company directly owned as to 100% by Qingdao Hisense Electric Holdings Company Limited. Qingdao Hisense Electric Holdings Company Limited is in turn owned as to 32.36% by Hisense Company Limited. By virtue of the SFO, Qingdao Hisense Electric Holdings Company Limited and Hisense Company Limited were deemed to be interested in the same parcel of A shares of which Qingdao Hisense Air-conditioning Company Limited was interested and in the same parcel of H shares of which Hisense (Hong Kong) Company Limited was interested

2. Prime Capital Management Company Limited was interested in a total of 57,886,691 H shares in the capacity of an investment manager by virtue of the SFO.

3. By virtue of the SFO, Citigroup Inc. was interested in these H shares, in which Citigroup Global Markets Limited was interested in the long position of 22,522,610 H shares; Citigroup Global Markets Hong Kong Limited was interested in the long position of 2,495,000H shares and the short position of 2,467,000 H shares and Citibank N.A. was interested in the long position of 2,049,000H shares. Among such interests in the H shares, Citigroup Inc. was interested in the long position of 25,017,610 H shares as person having security interests, the long position of 2,049,000 H shares as custodian corporation or approved lending agent and the short position of 2,467,000 H shares as interest of controlled corporation.

Save as disclosed above, as at 31 December 2015, in so far as the Directors, supervisors and chief executive of the Company are aware, there was no other interest and/or short position held by any person in the shares and underlying shares of the Company which were recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.

PARTICULARS OF THE CONTROLLING SHAREHOLDERS OF THE COMPANY

  • (a) Qingdao Hisense Air-Conditioning Company Limited, the controlling shareholder of the Company, was incorporated on 17 November 1995. Its registered address is Changsha Road, Hi-tech Industrial Zone, Qingdao, the PRC and the legal representative is Mr. Tang Ye Guo and its registered capital is RMB674.79 million. Its business scope is the development and

Page 27 of 45

manufacture of air-conditioning products and injection moulds and the provision of after-sale repairing services for its products (Permit/licence shall be obtained for the operation of the businesses above if they fall into the requirements of licensure).

  • (b) The beneficial controller of the Company is Hisense Company Limited, which was incorporated in August 1979 with its registered address at No. 17 Donghai West Road, Shinan, Qingdao. Mr. Zhou Houjian is the legal representative of Hisense Company Limited and its registered capital is RMB806.17 million. The scope of business includes: the entrusted operation of state-owned assets; the manufacture and sales of TV sets, refrigerators, freezers, washing machines, small household appliances, disc players, audio sets, broadcasting appliances, air-conditioners, electronic computers, telephones, communication products, internet products and electronic products and the provision of related services; the development of software and the provision of internet services; the technological development and the provision of consultation services; the self-operated import and export business (with its operation subject to the list of projects as approved by the MOFTEC); the foreign economic and technical cooperation (with its operation subject to the list of projects as approved by the MOFTEC); operation of property rights transaction and provision of brokerage and information services; provision of industrial travel agency services; provision of relevant business trainings, property management, leasing of tangible property and leasing of immovable property (Permit/licence shall be obtained for the operation of the businesses above if they fall into the requirements of licensure).

  • (c) The ultimate beneficial controller of the Company is the State-owned Assets Supervision and Administration Commission of Qingdao Municipal People’s Government.

  • (d) Relationship between the Company and its beneficial controllers:

==> picture [458 x 198] intentionally omitted <==

----- Start of picture text -----

State-owned Assets Supervision and Administration Commission of
Qingdao Municipal People’s Government
100%
Hisense Company Limited
32.36% 100%
Hisense (Hong Kong)
Qingdao Hisense Electric Holdings Company Limited Company Limited
93.33%
Qingdao Hisense Air-Conditioning Company Limited
44.93% 5.96%
Hisense Kelon Electrical Holdings Company Limited
----- End of picture text -----

  • (e) During the Reporting Period, there was no change in the controlling shareholders of the Company.

INTERESTS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVES IN THE SHARES, UNDERLYING SHARES AND DEBENTURES

As at 31 December 2015, save as disclosed below and in the sub-section “Movements of the share options during the Reporting Period” under the section headed “Summary on adoption of first share option incentive scheme and the grant thereunder”, none of the members of the Board, supervisors and the chief executive of the Company held any interests or short positions in any shares,

Page 28 of 45

underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be maintained by the Group pursuant to section 352 of the SFO or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code.

Long position in the shares of the Company

Name of
Director
Nature of interest Number of shares Percentage to
the total issued
shares of the
Company
Percentage to the
relevant class of
issued shares of the
Company
Tang Ye Guo Beneficial owner 1,260,000 A Shares
(Note 1)
0.09% 0.14%
Jia Shao Qian Beneficial owner 828,000 A Shares
(Note 2)
0.06% 0.09%
Wang Zhi Gang Beneficial owner 120,600 A Shares
(Note 3)
0.009% 0.013%

Notes:

1. Of these 1,260,000 A Shares, 831,600 A Shares were beneficially owned by Mr. Tang Ye Guo and he was also interested in share options to subscribe for 428,400 A Shares of the Company (representing approximately 0.03% of the total issued share capital of the Company and approximately 0.05% of the total issued A shares of the Company as at the 31 December 2015).

2. Of these 828,000 A Shares, 539,060 A Shares were beneficially owned by Mr. Jia Shao Qian and he was also interested in share options to subscribe for 288,940 A Shares of the Company (representing approximately 0.02% of the total issued share capital of the Company and approximately 0.03% of the total issued A shares of the Company as at the 31 December 2015).

3. Of these 120,600 A Shares, 59,400 A Shares were beneficially owned by Mr. Wang Zhi Gang and he was also interested in share options to subscribe for 61,200 A Shares of the Company (representing approximately 0.004% of the total issued share capital of the Company and approximately 0.007% of the total issued A shares of the Company as at the 31 December 2015).

MAJOR CUSTOMERS AND SUPPLIERS

During the year ended 31 December 2015, the aggregate amount of the Group’s purchases from the top five suppliers was RMB 2,651 million, representing 15.63% of the total purchase amount of the Group for the year and the aggregate sales amount to the top five customers was RMB 6,442 million, representing 29.55% of the total sales amount of the Group for the year.

PURCHASE, SALE OR REDEMPTION OF SHARES

During the Reporting Period, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities.

AUDITOR

On 26 June 2015, as considered and approved at the shareholders’ general meeting, the Company agreed to re-appoint Ruihua Certified Public Accountants as the auditor of the Company for the financial year of 2015, and the Board was authorized to fix their remuneration.

PRE-EMPTIVE RIGHTS

Page 29 of 45

There is no provision for pre-emptive rights under the Articles of Association of the Company or the relevant PRC laws.

TAXATION

Pursuant to the relevant tax regulations, the Company is required to withhold and pay corporate income tax at the rate of 10% when distributing dividends to non-resident enterprise shareholders whose names appear on the H- share register of members.

SUMMARY ON ADOPTION OF FIRST SHARE OPTION INCENTIVE SCHEME AND THE GRANT THEREUNDER

(1) Purpose of the Scheme

The first share option incentive scheme (the “Scheme”) was adopted by the Company on 1 August 2011. The Scheme is formulated to further refine the management structure of the Company, provide long-term rewards and retention incentives for the senior and mid-level management, key technical, sales and management personnel of the Company, fully motivate their pro-activeness and creativity, closely correlate their interests with the long term development of the Company, and allow sustainable development of the Company.

The participants include the directors of the Company (exclusive of the independent directors and external directors who are not officers of Hisense Group and its subsidiaries (other than the Company and its subsidiaries), senior management (including president, vice president, financial controller, secretary to the Board, company secretary and other officers which are regarded as senior management under the Articles of Association) of the Company, mid-level management staff of the Company and its subsidiaries, and such key technical personnel of the Company and its subsidiaries as determined by the Board.

(2) Movements of the share options during the Reporting Period

(2) Moveme nts of the share options durin g the Reporti ng Period
N
o.

Name
Position Outstanding
share options
as at 1
January
2015 (’0000
shares)
Number of
share options
exercised
during the
Reporting
Period
(’0000
shares)
Number of
share options
lapsed
during the
Reporting
Period
(’0000
shares)
Number of
share options
cancelled
during the
Reporting
Period (’0000
shares)
Outstandin
g share
options as
at 31
December
2015 (’0000
shares)
1 Tang Ye Guo Chairman 84.42 41.58 - - 42.84
2 Jia Shao Qian Director,
Vice-President

56.994
28.10 - - 28.894
3 Wang Zhi Gang Director,
Vice-President
12.06 5.94 - - 6.12
4 Xiao Jian Lin Former
Director,
former
President
55.476
(Note 2)
- 55.476 55.476 N/A
5 Mid level
management
staff and key
personnel
789.559 347.361 71.365 71.365 370.833
Total 998.509 422.981 126.841 126.841 448.687

Notes:

Page 30 of 45

1. All share options available for issue under the Scheme have been granted.

2. Mr. Xiao Jian Lin has resigned from his positions as director and president on 17 March 2015.

(3) The grant date and the exercise price of the share options

  • The grant date of the share options is 31 August 2011 and the exercise price is RMB7.65 per share.

(4) Validity period of the share options

The validity period of the share options under the grant shall be a term of 5 years commencing from the grant date.

(5) Exercise Arrangement

The exercise of the share options under the grant is subject to a restriction period of 2 years, during which period the rights are not exercisable.

Subject to the fulfillment of the exercise conditions, the share options under the grant can be exercised in batches after the expiry of the 2-year period from the grant date according to the following exercise arrangement:

  • i. 33% of the share options granted to each participant shall become exercisable on the trading day immediately after the second anniversary of the grant date (2 September 2013) until the trading day falling on the fifth anniversary of the grant date (31 August 2016);

  • ii. another 33% of the share options granted to each participant shall become exercisable on the trading day immediately after the third anniversary of the grant date (1 September 2014) until the trading day falling on the fifth anniversary of the grant date (31 August 2016); and

  • iii. the remaining 34% of the share options granted to each participant shall become exercisable on the trading day immediately after the fourth anniversary of the grant date (1 September 2015) until the trading day falling on the fifth anniversary of the grant date (31 August 2016).

Where the participant is a director or member of the senior management, share options of not less than 20% of the total share options granted to such participant can only be exercised after the participant has reached a pass grade or above in the performance appraisal for his/ her employment (or office).

In addition, during the validity period of the share options, the maximum gain which the participants can obtain from the share option incentives shall not exceed 40% of their remuneration level (inclusive of the gain from the share option incentives) when the share options were granted. In the event that the gain from the share option incentive exceeds the above proportion, share options which have not been exercised will not be exercised.

Unless approved in the general meeting, the aggregate number of underlying shares which may be acquired by any participant through the Scheme or other effective share option incentive schemes of the Company (if any) at any time shall not exceed 1% of the Company’s total share capital of the same class, and the maximum entitlement which may be granted to a participant (including exercised, cancelled and outstanding share options) within any 12-month period shall not exceed 1% of the Company’s total share capital of the same class.

Page 31 of 45

(6) Determination method of exercise price

The exercise price of the grant is the higher of the following two prices: (i) the closing price of the A shares on the last trading day immediately preceding the date of the announcement of the summary of the Scheme (that is, 29 November 2010), which was RMB7.65 per share; and (ii) the average closing price of the A shares during the last 30 trading days immediately preceding the date of announcement of the summary of the Scheme, which was RMB7.37 per share. Therefore, the exercise price is RMB7.65 per share.

(7) Effect of the Company’s share option incentive scheme on the financial position for the Reporting Period

In accordance with the requirements of the First Share Option Incentive Scheme of Hisense Kelon Electrical Holdings Company Limited (Revised Draft), the Company has elected to use the Black-Scholes option pricing model to calculate the fair value of the share options granted under the Scheme. According to the calculation by such pricing model, the Company recognized an expense of RMB -29.34 million in total in relation to this share option incentive scheme.

PARTICULARS OF MATERIAL CONNECTED TRANSACTIONS OF THE COMPANY DURING THE REPORTING PERIOD

(I) 2 December 2014, the Company entered into the Business Co-operation Framework Agreement, Business Framework Agreement 1, Business Framework Agreement 2 and the Purchase Financing Agency Framework Agreement with Hisense Group, Hisense Electric, Hisense Hitachi, Hisense–Whirlpool and Hisense Hong Kong respectively.

Hisense Air-conditioning is a connected person of the Company by virtue of being a substantial shareholder of the Company, holding approximately 44.93% (then owned approximately 45.07% of the issued shares of the Company as at the date of the agreement) of the issued shares of the Company and Hisense Hong Kong holds approximately 5.96% (then owned approximately 3.97% of the issued shares of the Company as at the date of the agreement) of the issued shares of the Company. As Hisense Group is the indirect holding company of Hisense Air-conditioning and Hisense Hong Kong and Hisense Electric is owned as to 39.35% (then owned as to 40.37% as at the date of the agreement) by Hisense Group, Hisense Group, Hisense Electric and their respective subsidiaries (including without limitation Hisense Marketing and its subsidiaries) are connected persons of the Company according to the Hong Kong Listing Rules. As certain directors of the Company are also senior management of Hisense Hitachi and Hisense–Whirlpool, Hisense Hitachi and Hisense–Whirlpool are connected persons of the Company according to the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange.

Details of the Business Co-operation Framework Agreement with Hisense Group and Hisense Electric, Business Framework Agreement 1 with Hisense Hitachi and Business Framework Agreement 2 with Hisense-Whirlpool can be found in the announcement and the circular published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk) on 2 December 2014 and 19 December 2014 respectively.

As Hisense Group is the beneficial controller of both Hisense Hong Kong and the Company, Hisense Hong Kong is a connected person of the Company under the Rules Governing the Listing

Page 32 of 45

of Stocks on the Shenzhen Stock Exchange. Hisense Hong Kong is also a connected person of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Since the financial assistance arrangement under the Purchase Financing Agency Framework Agreement would be for the benefit of the Company on normal commercial terms where no security over the assets of the Company was to be granted in respect of the financial assistance, such arrangement was exempt from the reporting, announcement and independent shareholders’ approval requirements pursuant to the Hong Kong Listing Rules. Details of the Purchase Financing Agency Framework Agreement can be found in the announcement published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk) on 2 December 2014.

The above transactions (other than the Business Framework Agreement 1 with Hisense Hitachi and the Business Framework Agreement 2 with Hisense-Whirlpool) constitute continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. The Company confirmed that it had complied with the disclosure requirements in accordance with Chapter 14A of the Hong Kong Listing Rules for the relevant connected transactions (other than the Purchase Financing Agency Framework Agreement which is exempt from the reporting, announcement and independent shareholders’ approval requirements pursuant to the Hong Kong Listing Rules). Specific information of the Business Co-operation Framework Agreement is set out as follows:

The Business Co-operation Framework Agreement with Hisense Group and Hisense Electric

On the one hand, the supply of home electrical appliances, raw materials and parts and components, equipment and moulds by the Group to Hisense Group, Hisense Electric and/or their respective subsidiaries can help to lower the production costs of the Group as a result of the increase in production level, which in turn enhance the market competitiveness of the Group’s products. At the same time, the Group can continue to develop overseas market and enhance brand competitiveness and awareness. The Group can also increase market share by selling products through the online platform of Hisense Group and Hisense Electric which reduces the product circulation links. Provision of services to Hisense Group and/or its subsidiaries will increase the income of the Group. On the other hand, taking into account the product quality, prices and services provided by Hisense Group, Hisense Electric and/or their respective subsidiaries, purchases of home electrical appliances, equipment, raw materials and parts and components from Hisense Group, Hisense Electric and/or their respective subsidiaries and engagement of their services can meet the manufacture needs of the Company and the development of related business, and can also help reduce costs. Hisense Marketing, a subsidiary of Hisense Group, has over 10 years’ experience in overseas operations, professional expertise and mature market network and channels in overseas market. By engaging the export agency services of Hisense Group and/or its subsidiaries which will provide professional management services to the Group for its development of the international market, the Group can largely reduce costs which would have to be committed for running the operation by itself, and use the available resources on the research and development and the quality warranties for the products to be exported, which will be beneficial to the Group in enhancing the stable development of its export business at the same time. As such, the Company entered into the Business Co-operation Framework Agreement with Hisense Group and Hisense Electric, the principal terms of which are as follows:

  • (1) The Business Co-operation Framework Agreement shall commence from the date of approval of the Business Co-operation Framework Agreement by the independent shareholders (that is,

Page 33 of 45

21 January 2015) until 31 December 2015, which can be terminated before its expiration by mutual agreement of the parties.

  • (2) Pricing for the purchase of home electrical appliances between the Group on the one hand and Hisense Group, Hisense Electric and/or their respective subsidiaries on the other hand is determined by commercial negotiation between the parties according to the principles of fairness and reasonableness mainly with reference to the market price of similar home electrical appliances from time to time. Pricing for the purchase of raw materials, equipments, parts and components between the Group on the one hand and Hisense Group, Hisense Electric and/or their respective subsidiaries on the other hand is determined by commercial negotiation between the parties according to the principles of fairness and reasonableness. Pricing for the supply of moulds by the Group to Hisense Group, Hisense Electric and/or their respective subsidiaries is the market price determined by the open bidding process. Pricing for the provision of services between the Group on the one hand and Hisense Group, Hisense Electric and/or their respective subsidiaries on the other hand is determined by commercial negotiations according to the principles of fairness and reasonableness between the parties with reference to the market price for the provision of similar services in the industry. The fees payable by the Group for the provision of the agency services for export for the white goods of the Group is calculated by multiplying the Group’s revenue from export of the relevant type of products (which shall be the final amount of revenue for sales by the Group to third party customers in RMB) with an export agency fee percentage. Taking into consideration the audited rate of the charges actually incurred by Hisense Marketing and/or its subsidiaries for providing agency services for export to the Group for the period from March 2011 to June 2012, the rate of the charges actually incurred during the first half of 2012 (being 7.24%) shall be used as the base percentage and the corresponding profit margin for export agency services payable by the Group to Hisense Group and/or its subsidiaries shall be determined according to the growth rate of the revenue from export subject to the export agency services in 2015, pursuant to which the export agency fee percentage during the term of the Business Co-operation Framework Agreement shall also be determined as provided in the table below
Growth rate of the revenue
from export subject to the
export agency services
Corresponding profit
margin
for
export
agency services
Corresponding
export
agency fee percentage
Below 0% 0% 7.24%
0-5% (inclusive of5%) 0.5% 7.74%
5-10% (inclusive of 10%) 0.8% 8.04%
10-15% (inclusive of 15%) 1% 8.24%
Above15% 1.1% 8.34%

Note: Growth rate of the revenue from export subject to the export agency services = (the Group’s audited revenue from export subject to the export agency services in 2015 - the Group’s audited revenue from export subject to the export agency services in 2012) / the Group’s audited revenue from export subject to the export agency services in 2012.

  • (3) Payment term(s) for the transactions between the Group on the one hand and Hisense Group,Hisense Electric and/or their respective subsidiaries on the other hand shall be in accordance with the payment term(s) as stipulated in the definitive contract(s) to be signed by the

Page 34 of 45

relevant parties thereto. The fees for the provision of the agency services for export of the white goods products of the Group will be calculated on a monthly basis and the relevant members of the Group should pay the monthly fee for the preceding month by way of telegraphic transfer or bills.

  • (4) The annual caps under the Business Co-operation Framework Agreement are shown in the table below:
below:
Unit:RMB(tenthousand) (exclusive value-added tax)
Types of connected
transactions
Division by products or services Connected person Annual
cap
Sale of products
and materials
Sale of home electrical appliances products by
the Group
Hisense Group 298,520
Hisense Electric 8
Sale of equipment by the Group Hisense Group 800
Sale of moulds by the Group Hisense Group 25,400
Hisense Electric 9,600
Sale of raw materials, parts and components by
the Group
Hisense Group 5,695
Hisense Electric 1,010
Provision of
services
Provision of loading and unloading, design,
equipment rental and property services by the
Group
Hisense Group 719
Purchase of
products and
materials
Purchase
of
home
electrical
appliances
products by the Group
Hisense Group 60
Hisense Electric 20
Purchase
of
raw
materials,
parts
and
components by the Group
Hisense Group 1,706
Hisense Electric 1,859
Receipt of services Receipt of material processing, installation and
maintenance,
property,
medical,
leasing,
design, inspection, agency services for import
and export, property construction, management
consultancy,
technical
support
and
information system maintenance by the Group
Hisense Group 16,681
Receipt of property services by the Group Hisense Electric 1,031
Receipt of agency services for export of the
white goods by the Group
Hisense Group 43,933

(II) During the Reporting Period, certain connected transactions in relation to ordinary operation have been entered into, details of which are as follows:

Page 35 of 45

Connected parties Type of connected
transaction
Particulars of
connected
transaction
Pricing
principle of
connected
transaction
Connected
transaction
amount
(RMB ten
thousand)
Percentage of
total amount
of similar
transactions
(%)
HisenseElectric Purchase Finished goods Agreed price 5.53 -
Hisense Group Purchase Finished goods Agreed price 59.72 -
Hisense-Whirlpool Purchase Finished goods Agreed price 17,442.71 0.95
HisenseHitachi Purchase Finished goods Agreed price 15.72 -
HisenseElectric Purchase Materials Agreed price 1,410.93 0.08
Hisense Group Purchase Materials Agreed price 1,227.21 0.07
Hisense-Whirlpool Purchase Materials Agreed price 567.69 0.03
HisenseHitachi Purchase Materials Agreed price 550.30 0.03
HisenseElectric Receipt ofservices Receipt
of
services
Agreed price 795.98 0.04
Hisense Group Receipt ofservices Receipt
of
services
Agreed price 37,874.05 2.05
HisenseHongKong Receipt of purchase
financing
agency
services
Receipt
of
purchase
financing agency
services
Agreed price 16,731.11 0.91
HisenseElectric Sale Finished goods Agreed price 7.87 -
Hisense Group Sale Finished goods Agreed price 236,263.26 10.07
HisenseHitachi Sale Finished goods Agreed price 15,610.51 0.67
HisenseElectric Sale Materials Agreed price 944.48 0.04
Hisense Group Sale Materials Agreed price 1,556.25 0.07
Hisense-Whirlpool Sale Materials Agreed price 370.73 0.02
HisenseHitachi Sale Materials Agreed price 231.27 0.01
HisenseElectric Sale Moulds Market price 7,971.22 0.34
Hisense Group Sale Moulds Market price 19,453.96 0.83
Hisense-Whirlpool Sale Moulds Market price 393.15 0.02
HisenseHitachi Sale Moulds Market price 1,218.26 0.05
Hisense Group Provision
of
services
Provision
of
services
Agreed price 460.38 0.02
Hisense-Whirlpool Provision
of
services
Provision
of
services
Agreed price 174.42 0.01

As at the end of the Reporting Period, the Company and its subsidiaries had the balance of deposit of RMB 790.8131 million and interest income received of RMB 5.0134 million, the actual balance of loan of RMB 0, balance of electronic bank acceptance bill of RMB1,862.0898 million, and the handling fee for opening accounts for electronic bank acceptance bill of RMB1.6370 million with Hisense Finance. The actual amount of discounted interest for the provision of draft discount services was RMB 0, the actual amount involved for the provision of settlement and sale of foreign exchange services was US$139.4417 million and the actual service fee paid for the provision of agency services such as settlement services for receipt and payment of funds was RMB 0.3497 million.

(III) During the Reporting Period, the Company and its connected persons (within the meaning under Chapter 14A of the Hong Kong Listing Rules) have entered into the following agreements, involving transactions between the Group and the relevant connected persons

Page 36 of 45

after the Reporting Period:

N
o.
Agreement Counterpa
rty to the
agreement
Particulars of connected transactions Annual cap
1 Business Co-operation
Framework Agreement
dated 10November
2015
Hisense
Group and
Hisense
Electric
Purchase of home electrical appliances
by the Group
RMB920,000
Purchase of raw materials, parts and
components by the Group
RMB35,850,000
Receipt of services by the Group RMB201,340,000
Receipt of agency services for export of
white goods products by the Group
RMB399,000,000
Supply of home electrical appliances by
the Group
RMB3,594,500,000
Supply of equipment by the Group RMB3,690,000
Supply of moulds by the Group RMB347,380,000
Supply of raw materials, parts and
components by the Group
RMB93,340,000
Provision of services by the Group RMB23,700,000
2 Financial Services
Agreement dated 10
November2015
Hisense
Finance
Receipt of deposit services, loan and
electronic bank acceptance bill (電子銀
行承兌匯票) services, draft discount
services (票據貼現服務), settlement and
sale of foreign exchange services (結售
匯服務) and agency services such as
settlement services for receipt and
payment of funds (資金收支結算等代
理類服務)
Deposit services:
RMB1,500,000,000(inclusive of
interest); loan and electronic bank
acceptance bill services:
RMB3,000,000,000 (inclusive of
interest and service charges); draft
discount services: RMB50,000,000;
settlement and sale of foreign
exchange services: US$700,000,000;
agency services such as settlement
services for receipt and payment of
funds: RMB3,000,000
3 Purchase Financing
Agency Framework
Agreement dated 10
November2015
Hisense
Hong Kong
Receipt of financing agency services by
the Group to purchase imported raw
materials, components and equipment
US$60,000,000

The term of the Business Co-operation Framework Agreement and the Purchase Financing Agency Framework Agreement commences from 1 January 2016 until 31 December 2016, whereas the term of the Financial Services Agreement commences from 1 January 2016 until 31 December 2017. The relationship between the Group on one hand and Hisense Group, Hisense Electric, Hisense Finance and Hisense Hong Kong on the other hand has been disclosed above.

Page 37 of 45

Details of the agreements can be found in the announcement and the circular published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk) on 10 November 2015 and 2 December 2015 respectively.

CORPORATE GOVERNANCE CODE

To the best knowledge and information of the Company, during the Reporting Period, the Company has complied with the code provisions in the Corporate Governance Code as set out in Appendix 14 to the Hong Kong Listing Rules.

PUBLICATION OF ANNUAL REPORT ON THE INTERNET WEBSITES OF THE HONG KONG STOCK EXCHANGE AND THE COMPANY

All information about the annual report as required by Appendix 16 to the Hong Kong Listing Rules will be published on the Hong Kong Stock Exchange’s website (http://www.hkex.com.hk) and the Company’s website (http://www.kelon.com) in due course.

By Order of the Board Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

Foshan City, Guangdong, the PRC, 29 March 2016

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Liu Hong Xin, Mr. Lin Lan, Mr. Jia Shao Qian, and Mr. Wang Zhi Gang; and the Company’s independent non-executive directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.

NOTE: SUPPLEMENTARY INFORMATION AS REQUIRED BY THE HONG KONG STOCK EXCHANGE IN RELATION TO THE COMPANY’S A SHARE ANNUAL RESULTS ANNOUNCEMENT

.PARTICULARS OF THE REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY

Total amount of
Whether
remuneration receive
Commencement Termination before tax remuneration
Name Position Gender Age date of Term of date of Term received from from
Office of Office the connected
Company(RMB
party of the
ten thousand) Company
Tang Ye Guo Chairman Male 53 2006.6.26. 2018.6.25. 99.97 No
Liu Hong Xin Director Male 49 2015.6.26. 2018.6.25. 0 Yes
Lin Lan Director Male 58 2006.6.26. 2018.6.25. 0 Yes
Director 2015.6.26. 2018.6.25.
Jia Shao Qian Vice President Male 43 2007.1.30. 2018.6.25. 93.24 No
Director 2015.12.28. 2018.6.25.
Wang Zhi Gang Vice President Male 46 2015.11.10. 2018.6.25. 98.33 No
Independent
non-executive
Xu Xiang Yi Director Male 60 2012.6.26. 2018.6.25. 9 No

Page 38 of 45

Independent
non-executive
Wang Ai Guo Director Male 51 2011.1.20. 2018.6.25. 9 No
Independent
non-executive
Wang Xin Yu Director Male 45 2011.9.26. 2018.6.25. 24 No
Chairman of
Supervisory
Liu Zhen Shun
Committee
Male 46 2014.1.10. 2018.6.25. 0 Yes
Yang Qing Supervisor Male 42 2015.12.28. 2018.6.25. 0 Yes
Fan Wei Supervisor Female 50 2015.6.26. 2018.6.25. 30.56 No
Dai Hui Zhong President Male 50 2016.1.27. 2018.6.25. 0 Yes
Person in charge of
Gao Yu Ling
finance
Female 35 2015.12.28 2018.6.25. 0 Yes
Xia Feng Secretary to the Board Male 39 2010.8.27. 2018.6.25. 36.63 No
Wong Tak Fong Company Secretary Female 48 2012.6.26. 2018.6.25. 16.17 No
Yu Shu Min Former Director Female 64 2006.6.26. 2015.11.9. 0 Yes
Former Director 2011.1.20. 2015.3.16.
Xiao Jian Lin Former President Male 48 2014.3.27. 2015.3.16. 34.44 No
Former Director 2014.6.26. 2016.1.26.
Tian Ye Former President Male 41 2015.3.17. 2016.1.26. 109.75 No
Former Director 2014.6.26. 2015.6.7.
Huang Xiao Jian Former Vice President Male
57 2014.3.27. 2015.6.7. 46.30 No
Zhang Jian Jun Former Supervisor Male 42 2012.6 26 2015.1.14 0 No
ShuPeng FormerSupervisor Male 41 2015.1.15 2015.6.25 11.76 No
Former Person in
Li Jun charge of finance Female 41 2012. 8 .15 2015.3.16 17.30 No
Former Person in
Li Hua charge of finance Male 42 2015.3.17. 2015.12.27. 36.48 No

Ⅱ. The decision-making procedures and basis of determination of the remuneration of the Directors, supervisors and senior management are as follows:

-The remuneration of the Directors of the Company is determined based on suggestions made to the Board by the remuneration and appraisal committee of the Board on the basis of the duties of the Directors and the remuneration level of other listed companies in the same industry, and is subject to consideration and approval by the Board and the shareholders at general meetings;

The remuneration of the supervisors is determined based on suggestions made by the supervisory committee on the basis of the duties of the supervisors and the remuneration level of other listed companies in the same industry and is subject to consideration and approval by the Board and the shareholders at general meetings;

The remuneration and appraisal committee of the Board makes remuneration suggestion to the Board based on the senior management’s experience, responsibilities undertaken for operation under his/ her management, risk, pressure and his/ her contribution to the Company, which is determined and approved by the Board. The final remuneration received by the senior management is also linked with his/her annual performance review.

The Company determines and pays the remuneration of the Directors, supervisors and senior management in accordance with the above requirements and procedures.

.MATERIAL LITIGATIONS AND ARBITRATIONS OF THE COMPANY

Page 39 of 45

√ Applicable □ Not applicable

General status of the litigation
(arbitration)
Amount Whether a Results and
liability is Execution of the
involved Progress of the litigation effects of the
expected judgment of the
(RMB ten (arbitration) litigation
to be litigation (arbitration)
thousand) (arbitration)
incurred
A series of related party transactions
and unusual cash flows occurred
between the Greencool Companies
and the Company during the period
from October 2001 to July 2005. In
addition, during the period, the
Greencool
Companies,
through
certain specific third party companies
such as Tianjin Lixin Commercial
Trading
Development
Company
Limited, were involved in a series of
unusual cash flow with the Company.
The
Company
has
instituted
proceedings against the Greencool
Companies for such transactions and
unusual cash flows as well as the
suspectedfund embezzlements.




On 26 January 2015, the
relevant subsidiaries of the
Company
received
the



execution
judgments
of
Progress of the
As at the date hereof,

(2009) Fo Zhong Fa Zhi Zi litigation will not
the Company has not

No. 236 and (2010) Fo affect the profits

yet
received


72,541.44

No
Zhong Fa Zhi Zi No. 32 and losses of the

execution
judgment



from
the
Foshan
Company
for


for 1 case involving

Intermediate Court, which such period.
Greencool






provide
the
execution
Companies.
procedure of the above 2
mentioned cases have been
concluded in accordance
with the law.

.SHAREHOLDINGS IN OTHER LISTED COMPANIES HELD BY THE COMPANY

Stock
code
Initial investment Shareholding
percentage in
the company
Carrying
amount at
the end of
the period
Profit and
loss for the
Reporting
Period
(RMB ten
thousand)
Changes in
ownership interests
for the Reporting
Period
(RMB ten thousand)
cost (RMB ten
Stock abbreviation thousand)
(%)
(RMB ten
thousand)
000404 Huayi Compressor

In order to better leverage on the shares of Huayi Compressor held by the Company, the Company reduced the shareholding of Huayi Compressor by disposing a total of 20,928,506 shares during the Reporting Period. The corresponding cost of long-term equity investment of RMB81.8907 million was released and an investment gain of RMB135.5490 million was recognised. After the present disposal, the Company no longer holds shares in Huayi Compressor.

.PARTICULARS OF GUARANTEES

Unit: RMB ten thousand

External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries) External guarantee given by the Company and its subsidiaries (excluding guarantees for its subsidiaries)
The guaranteed party Date of Limit on Actual effective
Actual
Type of Period of Complete Whether the
disclosure guaranteed
date (date of
guaranteed guarantee guarantee d or not guarantee is given
of relevant amount agreement) amount for any connected
announce party
ment in
relation to
the limit
on the
guaranteed
amount
Nil
Total limit on the amount of external Actual amount of external
guarantees approved during the Reporting 0 guarantees during the 0
Period(A1) ReportingPeriod(A2)

Page 40 of 45

Total limit on the amount of external Total balance of actual amount
of external guarantees at the
end of the Reporting Period
guarantees which has been approved at the
0 0
end of the Reporting Period (A3)

(A4)
Guarantees given by the Company for its subsidiaries
The guaranteed party Date of Guarante Actual Actual Type of guarantee Period of guarantee Comp Whet
disclosure of ed effective guarantee leted her
relevant amount date (date d amount or not the
announcement in of guara
relation to the agreement) ntee is
limit on the given
guaranteed for
amount any
conne
cted
party
22 November 60,000
Guangdong Refrigerator 2014-3-5 9.44 Joint liability guarantee; 2014.3.5-2015.1.31 Yes No
2013
22 November 60,000
Guangdong Refrigerator 2015-3-9 9.61 Joint liability guarantee 2015.3.9-2016.1.31 No No
2013
22 November 60,000
Guangdong Refrigerator 2013-12-10 71.97 Joint liability guarantee 2013.12.10-2015.10.13 Yes No
2013
22 November 60,000
Guangdong Refrigerator 2014-7-7 110.18 Joint liability guarantee; 2014.7.7-2016.1.28 No No
2013
GuangdongAir-conditioner 3 December 2014 30,000 2015-5-13 140.06 Joint liability guarantee 2015.5.13-2016.1.15 Yes No
GuangdongAir-conditioner 3 December 2014 30,000 2015-10-26 567.70 Joint liability guarantee 2015.10.26-2016.1.12 No No
22 November 30,000
Kelon Air-conditioner 2014-5-5 160.00 Joint liability guarantee; 2014.5.5-2015.12.31 Yes No
2013
22 November 30,000
Kelon Air-conditioner 2015-4-8 74.83 Joint liability guarantee 2015.4.8-2015.8.30 Yes No
2013
22 November 30,000
Kelon Air-conditioner 2014-10-10 401.52 Joint liability guarantee; 2014.10.10-2015.6.4 Yes No
2013
22 November 30,000
Kelon Air-conditioner 2015-11-25 160.00 Joint liability guarantee 2015.11.25-2016.12.31 No No
2013
Home Appliances Co 22 November
5,000 2014-6-23 125.30 Joint liability guarantee 2014.6.23-2015.5.30 Yes No
2013
Home Appliances Co 22 November
5,000 2014-6-20 60.00 Joint liability guarantee; 2014.6.20-2016.6.11 No No
2013
Home Appliances Co 22 November
5,000 2015-8-20 127.87 Joint liability guarantee 2015.8.20-2016.5.30 No No
2013
22 November
Home Appliances Co 5,000 2015-1-16 1,611.27 Joint liability guarantee 2015.1.16-2016.1.14 Yes No
2013
22 November
Yangzhou Refrigerator 10,000 2013-5-14 76.39 Joint liability guarantee; 2013.5.14-2015.1.14 Yes No
2013
22 November
Ronsheng Plastic 6,000 2015-1-12 2,993.20 Joint liability guarantee 2015.1.12-2015-12-28 Yes No
2013
22 November
Ronsheng Plastic 6,000 2015-10-16 882.10 Joint liability guarantee 2015.10.16-2016.2.29 No No
2013
Total limit on the amount of guarantees for

subsidiaries approved during the Reporting
Actual amount of guarantees for

Period (B1)
0 subsidiaries during the Reporting 7,581.44
Period (B2)
Total limit on the amount of guarantees for

subsidiaries which has been approved at the end
Total balance of actual amount of

of the Reporting Period (B3)
213,000 guarantees for subsidiaries at the end 1,917.46
of the Reporting Period (B4)
Guarantees given by the subsidiaries for its subsidiaries
The guaranteed party Date of Limit on Actual effective
Actual
Type of Period of Complete Whether the
disclosure guaranteed
date (date of
guaranteed guarantee guarantee d or not guarantee is given
of relevant amount agreement) amount for any connected
announce party
ment in
relation to
the limit
on the
guaranteed
amount

Page 41 of 45

Nil
Total limit on the amount of guarantees for

subsidiaries approved during the Reporting
Actual amount of guarantees

Period (C1)
0 for subsidiaries during the 0
Reporting Period (C2)
Total limit on the amount of guarantees for Total balance of actual amount
subsidiaries which has been approved at the of guarantees for subsidiaries
0 0
end of the Reporting Period (C3)
at the end of the Reporting

Period (C4)
Total guaranteed amount of the Company (being the sum of the previous three major items)
Total limit on the amount of guarantees

approved during the Reporting Period
Actual amount of guarantees

(A1+B1+C1)
0 during the Reporting Period 7,581.44
(A2+B2+C2)
Total limit on the amount of guarantees Total balance of actual amount
which has been approved at the end of the of guarantees at the end of the
213,000 1,917.46
Reporting Period (A3+B3+C3) Reporting Period (A4+B4+C4)
Proportion of actual amount of guarantees (being A4+B4+C4) to the net 0.47%

assets of the Company
Including:
Guaranteed amount provided for shareholders, beneficial controlling
parties and their connectedparties(D)
Guaranteed amount provided directly or indirectly for the guaranteed party
727.7
withgearingratio over 70%(E)
Totalguaranteed amount over 50% of the net asset(F)
Sum of the above threeguarantees(D+E+F) 727.7
For guarantees which have not expired, description on liability for

guarantees incurred during the Reporting Period or possibility to assume


Nil
joint liabilities(if any)
Description of provision of external guarantee in violation of prescribed
Nil
procedures

.DERIVATIVES INVESTMENT

.DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT .DERIVATIVES INVESTMENT
Unit: RMB (in ten thousand)
Name
Conn
Wheth Type of Initial Effective
Expiry
Investment Amo Invest Proportio Actual
of ectio er or derivatives
investment

Date
Date at the unt of
ment at

n of
amount
opera n not a investment
of

beginning of
Amoun
provi the end
investme
of profit
tors connec derivatives the t of Amount sion of the nt to the and loss
of ted investment Reporting purcha of for Reporti net asset during
deriv transac Period se disposal impai ng of the the
atives tion during during rment
Period
Compan Reportin
invest the the (if y at the g Period
ment Reporti Reportin any) end of
ng g Period the
Period Reportin
g Period
(%)
Forward
foreign 221,160.9 1 Januar 31 Decem 108,78 246,601. 83,342.
Bank No No 221,160.98 20.61 5,513.18
exchange 8
y 2015
ber 2015 3.26 39 85
contracts
Source of derivatives investment
Export trade payment
funding
Litigation
involved
(if

Not applicable
applicable)
Date
of
the
announcement

26 March 2015
disclosing
the
approval
of

derivatives investment by the
Board (ifany)

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26 June 2015

Date of the announcement disclosing the approval of derivatives investment during shareholders’ meetings (if any)

The derivatives business of the Company mainly represents the forward foreign exchange contracts used to avoid the risk of foreign exchange fluctuations related to the overseas sales receivables. The Risk analysis of positions in Company determines a reasonable range of foreign exchange rates to achieve the hedging purpose. derivatives during the Reporting Period and explanations of risk The Company has formulated the “Management Measures for the Foreign Exchange Capital control measures (including but Business” and “the Internal Control System for Forward Foreign Exchange Capital Transactions”. not limited to market risk, The measures specifically regulate the basic principles, operation rules, risk control measures and liquidity risk, credit risk, internal controls that shall be followed when engaging in the business of foreign exchange operation risk, legal risk etc.) derivatives. In respect of actual business management, the Company manages the derivatives business before, during and after the operation based on the management measures for the derivatives business.

Changes in market price or The assessment of the fair value of the derivatives carried out by the Company mainly represents product fair value of invested the outstanding foreign exchange forward contracts entered into by the Company and banks, which derivatives during the Reporting are recognized as transactional financial assets or liabilities based on the difference between the Period, where specific methods quotation of the outstanding foreign exchange forward contracts and the forward exchange rate as at and relevant assumptions and the end of the period. During the Reporting Period, the Company recognized a gain on change in parameters used shall be fair value of the derivatives of RMB -2.5391 million. Investment gain amounted to RMB disclosed in the analysis of derivatives’ fair value 57.6709 million, resulting in a total profits or losses of RMB 55.1318 million. Explanations of any significant changes in the Company’s accounting policies and specific During the Reporting Period, there were no material changes in the accounting policy and specific accounting and auditing accounting and auditing principles for the Company’s derivatives business as compared to last principles on derivatives reporting period. between the Reporting Period and the last reporting period

Opinion of independent directors: Commencement of foreign exchange derivatives business by the Specific opinions of independent Company was beneficial to the Company in the prevention of exchange rate fluctuation risks. The Directors on the derivatives Company has devised the Internal Control System for Forward Foreign Exchange Capital investment and risk control of Transactions to strengthen internal control and enhance the management of foreign exchange risks the Company by the Company, and the targeted risk control measures adopted were practicable.

. CONSIGNED FINANCING

√ Applicable □ Not applicable

√Applicable□Not √Applicable□Not √Applicable□Not applicable applicable applicable applicable applicable applicable applicable applicable applicable
Unit:RMB(intenthousand)
Actual Actual
The actual Amoun
Whether Amount amount recovery
amount of t of
it is a of Mode of of profit
of profit
Commen principal provisi
Name of connecte consign Expirati determining Expected

and loss

and loss
Product type cement
received
on for
trustee d ed on date remuneratio revenue during during
date during the impair
transacti financin n the the
Reporting ment
on g Reportin Reportin
Period (if any)
g Period g Period
Revenue
guaranteed
Bank’s asset 31
1


type,
Not
Bank No management 20,000
Decembe
Februar
investment
0 0
70.13

0
applicabl
product r 2015 y 2016 revenue rate e
(annual rate
of 4%)
Total 20,000
--
-- -- 0 0
70.13

0
--
Source of funding for consigned
Internal funding of the Company
financing
Total amount of overdue principal

and revenue which was not yet
0
recovered

Page 43 of 45

Legal disputes involved (if
Not applicable
applicable)
Date of publishing the
announcement in respect of the
Not applicable
Board meeting held to approve the
consigned financing (if applicable)
Date of publishing the
announcement in respect of the

Shareholders’ meeting held to
Not applicable
approve the consigned financing (if
applicable)
Whether there is any plan for
Yes
consigned financing in the future

.DESCRIPTION OF CHANGES IN SCOPE OF CONSOLIDATION AS COMPARED TO FINANCIAL REPORT LAST YEAR

  • √ Applicable □ Not applicable

Newly consolidated subsidiary:

Jiangmen Hisense Electrical Appliances Co., Ltd., a subsidiary newly established by the Company during the Reporting Period, was consolidated for the Reporting Period.

Subsidiaries no longer included in the scope of consolidation:

During the Reporting Period, the Company cancelled a wholly-owned subsidiary Foshan Shunde Kelon Household Electrical Appliance Company Limited, which was no longer consolidated since the month following the cancellation.

During the Reporting Period, the Company transferred its entire equity interests in a wholly-owned subsidiary Hisense Home Appliance (Europe) Research &Development Center GmbH, which was no longer consolidated since the month following completion of the transfer.

This announcement is published in both English and Chinese. If there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.

DEFINITIONS

In the announcement, unless the context requires otherwise, the following terms or expressions shall have the following meanings:

“Company”, “the Company” Hisense Kelon Electrical Holdings Company Limited
“Hisense Air-Conditioning” Qingdao Hisense Air-Conditioning Company Limited
“Hisense Electric” Hisense Electric Co., Ltd.
“Hisense Group” Hisense Company Limited
“Hisense Hitachi” Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd.
“Hisense-Whirlpool” Hisense-Whirlpool (Zhejiang) Electric Appliances Co., Ltd.
“Hisense Finance” Hisense Finance Company Limited

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“Hisense International” Hisense International Co., Ltd.
“Hisense Hong Kong” Hisense (Hong Kong) Company Limited
“Guangdong Greencool” Guangdong Greencool Enterprise Development Company Limited
“Greencool Companies” Guangdong Greencool and other related parties
“Guangdong Refrigerator” Hisense Ronshen (Guangdong) Refrigerator Co., Ltd.
“Guangdong Air-Conditioner” Hisense (Guangdong) Air-Conditioner Co., Ltd.
“Kelon Air-conditioner” Guangdong Kelon Air-Conditioner Co., Ltd.
“Home Appliances Co” Guangdong Hisense Home Appliances Co., Ltd..
“Guangdong Freezer” Hisense Ronshen (Guangdong) Freezer Co., Ltd.
“Yangzhou Refrigerator” Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd.
“Ronsheng Plastic” Foshan Shunde Rongsheng Plastic Co., Ltd.
“Huayi Compressor” Huayi Compressor Company Limited
“Foshan Intermediate Court” Intermediate People’s Court of Foshan City
“RMB” Renminbi
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

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