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Medlive Technology Co., Ltd. Interim / Quarterly Report 2009

Aug 12, 2009

50436_rns_2009-08-12_bb3557ca-6f1a-4315-b3ec-e0f01c71287b.pdf

Interim / Quarterly 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)

2009 INTERIM RESULTS ANNOUNCEMENT

The Board of Directors (the “Board”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) hereby announces the unaudited consolidated interim results of the Company and its subsidiaries (collectively refer to as the “Group”) for the six months ended 30 June 2009 (the “Reporting Period”) together with comparative figures for the corresponding period in 2008. These condensed consolidated interim financial statements have not been audited, but have been reviewed by the Company’s Audit Committee.

  • 1 -

CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2009

Notes
Revenue
3
Cost of sales
Gross profit
Other income and gains
Distribution costs
Administrative expenses
Other operating expenses
Profit from operations
Share of results of associates
Share of results of jointly controlled entity
Finance costs
Profit before income tax expense
4
Income tax expense
5
Profit for the period
Attributable to:
Equity holders of the Company
Minority interests
Dividends
6
Earnings per share
7
– Basic and diluted
For the six months ended
30 June
For the six months ended
30 June
2009
RMB’000
(Unaudited)
4,435,760
(3,492,737)
943,023
49,822
(597,099)
(162,049)
(28,408)
205,289
8,350
(3,086)
(38,530)
172,023
(22,311)
149,712
149,236
476
149,712
-
RMB0.15
2008
RMB’000
(Unaudited)
5,046,920
(4,179,139)
867,781
107,154
(646,108)
(209,938)
(5,955)
112,934
7,861
-
(51,006)
69,789
(7,164)
62,625
63,255
(630)
62,625
-
RMB0.06
  • 2 -

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2009

Profit for the period
Other comprehensive income for the period:
Exchange differences on translation of financial
statements of foreign subsidiaries
Share of reserves of associates
Total comprehensive income for the period
Attributable to:
Equity holders of the Company
Minority interests
Total comprehensive income for the period
For the six months
ended 30June
For the six months
ended 30June
2009
RMB’000
(Unaudited)
149,712
31
128
159
149,871
149,395
476
149,871
2008
RMB’000
(Unaudited)
62,625
6,754
-
6,754
69,379
70,009
(630)
69,379
  • 3 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2009

Notes
Assets
Non-current assets
Property, plant and equipment
8
Investment properties
Payments for leasehold land held for own
use under operating leases
Interests in associates
Interests in jointly controlled entity
Available-for-sale financial assets
Intangible assets
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
9
Taxation recoverable
Other financial assets
Pledged bank deposits
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
10
Trade deposits received
Other financial liabilities
Provisions
Taxation payable
Other liabilities
Borrowings
Total current liabilities
30 June
2009
RMB’000
(Unaudited)
1,369,675
35,010
280,305
95,068
30,664
4,550
152,879
9,145
1,977,296
566,920
1,605,868
584
-
27,254
262,526
2,463,152
4,440,448
2,936,163
322,795
4,493
94,405
45,135
31,762
1,714,452
5,149,205
31 December
2008
RMB’000
(Audited)
1,363,074
35,565
286,835
86,589
33,750
4,550
167,135
13,647
1,991,145
505,528
1,050,415
943
6,019
23,240
110,216
1,696,361
3,687,506
2,178,071
354,243
13,611
114,215
27,342
43,704
1,814,948
4,546,134
  • 4 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION - Continued AT 30 JUNE 2009

Net current liabilities
NET LIABILITIES
Capital and reserves attributable to equity
holders of the Company
Share capital
Share premium
Statutory reserves
Capital reserve
Foreign exchange reserve
Accumulated losses
Equity attributable to equity holders of the
Company
Minority interests
TOTAL EQUITY
30 June
2009
RMB’000
(Unaudited)
(2,686,053)
(708,757)
992,007
1,195,597
114,581
266,766
37,922
(3,465,400)
(858,527)
149,770
(708,757)
31 December
2008
RMB’000
(Audited)
(2,849,773)
(858,628)
992,007
1,195,597
114,581
266,638
37,891
(3,614,636)
(1,007,922)
149,294
(858,628)
  • 5 -

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2009

As at 1 January 2008 (Audited)
Changes in equity for six months ended
30 June 2008:
Additional capital injections to subsidiaries
(Note)
Total comprehensive income for the period
- Profit for the period
- Exchange differences on translation of
financial statements of foreign
subsidiaries
As at 30 June 2008 (Unaudited)
As at 1 January 2009 (Audited)
Changes in equity for six months ended
30 June 2009:
Total comprehensive income for the period
- Profit for the period
- Exchange differences on translation of
financial statements of foreign
subsidiaries
- Share of reserves of associates
As at 30 June 2009 (Unaudited)
Share
capital
RMB’000
992,007

-
-
-
Share
premium
RMB’000
1,195,597
-
-
-
Statutory
reserves
RMB’000
114,581
-
-
-
Capital
reserve
RMB’000
266,672
-
-
-
Foreign
exchange
reserve
RMB’000
29,111
-
-
6,754
Accumulated
losses
RMB’000
(3,382,740)
-
63,255
-
Equity
attributable
to equity
holders of the
Company
RMB’000
(784,772)
-
63,255
6,754
(714,763)
(1,007,922)
149,236
31
128
(858,527)
Minority
interests
RMB’000
154,998
(79)
(630)
-
154,289
149,294
476
-
-
149,770
Total equity
RMB’000
(629,774)
(79)
62,625
6,754
992,007 1,195,597 114,581 266,672 35,865 (3,319,485) (560,474)
992,007
-
-
-
1,195,597
-
-
-
114,581
-
-
-
266,638
-
-
128
37,891
-
31
-
(3,614,636)
149,236
-
-
(858,628)
149,712
31
128
992,007 1,195,597 114,581 266,766 37,922 (3,465,400) (708,757)

Note: During the period, the Group unilaterally made additional capital injections into certain subsidiaries as agreed with minority investors. Therefore, the relative shareholdings held by minority investors were decreased accordingly.

  • 6 -

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2009

Net cash generated from operating activities
Net cash (used in)/generated from investing activities
Net cash generated from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Effect of foreign exchange rate changes
Cash and cash equivalents at end of the period
representing bank balances and cash
For the six months ended
30 June
For the six months ended
30 June
2009
RMB’000
(Unaudited)
129,165
(89,266)
112,525
152,424
110,216
(114)
262,526
2008
RMB’000
(Unaudited)
114,879
129,187
(154,037)
90,029
76,395
(2,220)
164,204
  • 7 -

Note:

1. GENERAL INFORMATION

Hisense Kelon Electrical Holdings Company Limited (the “Company”) is a public limited company incorporated in the People’s Republic of China (hereinafter referred to as the “PRC”) on 16 December 1992. Its H shares were listed on The Stock Exchange of Hong Kong Limited on 23 July 1996 and its A shares were listed on the Shenzhen Stock Exchange on 13 July 1999.

As at 31 December 2006, Qingdao Hisense Air-Conditioner Company Limited (“Hisense Air-Conditioner”) held 262,212,194 shares of domestic legal person shares of the Company, representing 26.43% of total share capital of the Company.

In December 2006, a share reform scheme (the “Share Reform Scheme”) was set up for converting the Company’s domestic legal person shares, which were not freely transferable, into the Company’s freely transferable A shares (the “Transferable Shares”). Pursuant to the provisions in the Share Reform Scheme, Hisense Air-Conditioner undertakes that it will make advance allocation of shares to respective A shares shareholders on behalf of other domestic legal person shareholders who have not explicitly given consent to participate in the Share Reform Scheme. As a result, Hisense Air-Conditioner obtained 238,872,074 Transferable Shares of the Company subject to certain selling restrictions on 29 March 2007 when the Share Reform Scheme was approved in the A shares general meeting.

On 28 March 2008, the proposed Acquisition of White Goods Assets of Hisense Air-Conditioner (the “Acquisition”) was rejected by the Merger and Reorganisation Review Committee of the CSRC (China Securities Regulatory Commission). Pursuant to the Share Reform Scheme completed on 29 March 2007, Hisense Air-Conditioner made a compensation of 9,725,059 shares calculated based on 0.5 shares for every 10 transferable A shares held by such holders as registered on 10 April 2008 as that the Acquisition was not completed by 29 March 2008. The share held by Hisense Air-Conditioner was reduced to 229,147,015 shares, representing 23.10% of the Company’s total share capital.

On 10 April 2008 and 19 June 2008, two domestic legal person shareholders joined to convert their non-freely transferable shares into the Transferable Shares of the Company. Pursuant to the provisions in the Share Reform Scheme, these domestic legal person shareholders availed 5,228,907 A shares to Hisense Air-Conditioner. Accordingly, the total number of A shares held by Hisense Air-Conditioner was increased to 234,375,922 shares, representing 23.63% of the Company’s total share capital.

As at 30 June 2009, Hisense Air-Conditioner held 250,173,722 shares representing 25.22% of the Company’s total share capital and continued to be the major single largest shareholder of the Company.

The English names by which some of the companies are referred to in these condensed consolidated financial statements represent management’s best efforts in translating their Chinese names as no English names have been registered for these companies.

  • 8 -

1. GENERAL INFORMATION - Continued

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.

The condensed consolidated financial statements are presented in Renminbi (“RMB”), which is also the functional currency of the group entities.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

As at 30 June 2009, the Group’s current liabilities exceeded its current assets by approximately RMB2,686 million in which the Group has outstanding short-term loans in the aggregate of approximately RMB1,714 million. After taking into consideration the existing banking facilities available and operating advances from related companies, the Company’s management are of the opinion that the Group will have sufficient working capital to finance its normal operations and to meet its financial obligations as they fall due for the foreseeable future and therefore have prepared the condensed consolidated financial statements on a going concern basis.

These condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”).

The preparation of these condensed consolidated financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

These condensed consolidated financial statements include selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since 31 December 2008. These condensed consolidated financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”) promulgated by the IASB. IFRSs include all applicable IFRSs, IASs and related interpretations. These condensed consolidated financial statements should be read in conjunction with the 2008 annual financial statements.

  • 9 -

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES - Continued

These condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair values, as appropriate.

These condensed consolidated financial statements have been prepared in accordance with the same accounting policies adopted in the 2008 annual financial statements. The Group has adopted the following new and revised IFRSs that are effective for accounting periods beginning on or after 1 January 2009.

IFRSs (Amendments) Improvements to IFRSs1
IFRSs (Amendments) Improvements to IFRSs 20092
Amendments to IAS 32 and IAS1 Puttable Financial Instruments and Obligations Arising on
Liquidation
Amendments to IFRS 1 and IAS Cost of an Investment in a Subsidiary, Jointly Controlled
27 Entity or Associate
Amendments to IFRS 7 Improving Disclosures about Financial Instruments
IAS 1 (Revised) Presentation of Financial Statements
IAS 23 (Revised) Borrowing Costs
Amendments to IFRS 2 Share-based Payment – Vesting Conditions and
Cancellations
IFRS 8 Operating Segments
IFRIC – Interpretation 13 Customer Loyalty Programmes
IFRIC – Interpretation 15 Agreements for the Construction of Real Estate
IFRIC – Interpretation 16 Hedges of a Net Investment in a Foreign Operation

1 Effective for annual periods beginning on or after 1 January 2009 except the amendments to IFRS5, effective for annual periods beginning on or after 1 July 2009

2 Effective for annual periods beginning on or after 1 January, 2009, 1 July, 2009 and 1 January, 2010, as appropriate.

  • 10 -

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES - Continued

As a result of the adoption of IAS 1 (Revised), details of changes in equity during the period arising from transactions with equity holders in their capacity as such have been presented separately from all other income and expenses in a revised consolidated statement of changes in equity. All other items of income and expense are presented in a new primary statement, the consolidated statement of comprehensive income. The new format for the consolidated statement of comprehensive income and the consolidated statement of changes in equity has been adopted in these interim financial statements and corresponding amounts have been restated to conform to the new presentation. This change in presentation has no effect on reported profit or loss, total income and expense or net assets for any period presented.

Except for as stated above, the adoption of the new and revised IFRSs did not result in significant changes to the Group’s accounting policies.

The Group has not yet applied the following revised standards, amendments or interpretations that have been issued but are not yet effective. The directors of the Company are in the process of making an assessment of the potential impact of the application of these revised standards, amendments and interpretations and it is so far concluded that the application of these revised standards, amendments and interpretations will have no material impact on the results and financial position of the Group.

IFRSs (Amendments) Improvements to IFRSs1
IFRSs (Amendments) Improvements to IFRSs 20092
IFRS 1 (Revised) First-time Adoption of International Financial Reporting
Standards3
Amendments to IFRS 1 Additional Exemptions for First-time Adopters4
Amendment to IAS 39 Eligible Hedged Items3
Amendments to IFRS 2
Amendments to IFRIC –
Share-based Payment – Group Cash-settled Share-based
Payment Transactions4
Embedded Derivatives5
Interpretation 9 and IAS 39
IAS 27 (Revised) Consolidated and Separate Financial Statements3
IFRS 3 (Revised) Business Combinations3
IFRIC – Interpretation 17 Distributions of Non-cash Assets to Owners3
IFRIC – Interpretation 18 Transfers of Assets from Customers6

1 Effective for annual periods beginning on or after 1 January 2009 except the amendments to IFRS 5, effective for annual periods beginning on or after 1 July 2009

2 Effective for annual periods beginning on or after 1 January, 2009, 1 July, 2009 and 1 January, 2010, as appropriate.

3 Effective for annual periods beginning on or after 1 July 2009 4 Effective for annual periods beginning on or after 1 January 2010 5 Effective for annual periods ending on or after 30 June 2009 6 Effective for transfers of assets from customers received on or after 1 July 2009

  • 11 -

3. SEGMENT INFORMATION

The Group manages its business by divisions which are organised by a mixture of both business lines and geography. On the first time adoption of IFRS 8, Operating Segments and in a manner consistent with the way in which 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 four reportable segments: Refrigerators, Air-conditioners, Freezers and Product components.

Segment information for the period is set out below:

REVENUE
External sales
Inter-segment sales
Total revenue
For the six months ended 30 June 2009 (Unaudited) For the six months ended 30 June 2009 (Unaudited) For the six months ended 30 June 2009 (Unaudited) For the six months ended 30 June 2009 (Unaudited)
Refrigerators
RMB’000
2,513,841
-
Air-
conditioners
RMB’000
1,387,484
-
Freezers
RMB’000
359,366
-
Product
components
RMB’000
175,069
182,367
Elimination
RMB’000
-
(182,367)
Consolidated
RMB’000
4,435,760
-
2,513,841 1,387,484 359,366 357,436 (182,367) 4,435,760
Inter-segment sales are charged at prevailing market rates.
RESULT
Segment result
149,931
14,676
40,799
Unallocated corporate expenses
Profit from operations
Share of results of associates
Share of results of jointly controlled entity
Finance costs
Profit before income tax expense
Income tax expense
Profit for the period
Inter-segment sales are charged at prevailing market rates.
RESULT
Segment result
149,931
14,676
40,799
Unallocated corporate expenses
Profit from operations
Share of results of associates
Share of results of jointly controlled entity
Finance costs
Profit before income tax expense
Income tax expense
Profit for the period
15,022 - 220,428
(15,139)
205,289
8,350
(3,086)
(38,530)
172,023
(22,311)
149,712
  • 12 -

3. SEGMENT INFORMATION - Continued

For the six months ended 30 June 2008 (Unaudited)
Refrigerators
Air-
conditioners
Freezers
Product
components Elimination
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
REVENUE
External sales
2,321,288
2,199,985
276,516
249,131
-
Inter-segment sales
-
-
-
281,475
(281,475)
Total revenue
2,321,288
2,199,985
276,516
530,606
(281,475)
Inter-segment sales are charged at prevailing market rates.
RESULT
Segment result
123,754
6,775
11,645
(14,707)
-
Unallocated corporate expenses
Profit from operations
Share of results of associates
Finance costs
Profit before income tax expense
Income tax expense
Profit for the period
For the six months ended 30 June 2008 (Unaudited) For the six months ended 30 June 2008 (Unaudited) For the six months ended 30 June 2008 (Unaudited) For the six months ended 30 June 2008 (Unaudited)
Refrigerators
RMB’000
2,321,288
-
Air-
conditioners
RMB’000
2,199,985
-
Freezers
RMB’000
276,516
-
Product
components
RMB’000
249,131
281,475
Elimination
RMB’000
-
(281,475)
Consolidated
RMB’000
5,046,920
-
2,321,288 2,199,985 276,516 530,606 (281,475) 5,046,920
(14,707) - 127,467
(14,533)
112,934
7,861
(51,006)
69,789
(7,164)
62,625

4. PROFIT BEFORE INCOME TAX EXPENSE

Profit before income tax expense in the condensed consolidated income statement was determined after charging/(crediting) the following items:

Depreciation of property, plant and equipment
Depreciation of investment properties
Amortisation of payments for leasehold land held for
own use under operating leases
Amortisation of intangible assets
Impairment loss on trade and other receivables
Write down of inventories to net realisable value
Impairment loss on property, plant and equipment
Loss/(gain) on disposal of property, plant and equipment, net
Gain on disposal of non-current assets held for sale
For the six months ended
30 June
2009
2008
RMB’000
RMB’000
(Unaudited)
(Unaudited)
101,954
105,529
1,292
1,315
6,542
6,580
3,337
3,985
4,118
3,082
3,584
422
9,169
-
6,508
(4,818)
-
(52,888)
  • 13 -

5. INCOME TAX EXPENSE

Income taxes consist of:
Current tax
- PRC Enterprise Income Tax (“EIT”)
Deferred tax
Income tax expense
For the six months ended
30 June
For the six months ended
30 June
2009
RMB’000
(Unaudited)
17,810
4,501
22,311
2008
RMB’000
(Unaudited)
6,408
756
7,164

Taxation is calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.

The Company, Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. and Guangdong Kelon Mould Co., Ltd are entitled to a preferential tax rate of 15% as “high technology” company for 2008.

Hisense Ronshen Yangzhou Refrigerator Co., Ltd. (“Yangzhou Kelon”), Chengdu Kelon Refrigerator Co., Ltd. (“Chengdu Kelon”), and Hisense Ronshen (Guangdong) Freezer Co., Ltd. (“Kelon Freezer”) are foreign invested enterprises, enjoying the 5-year tax holiday starting from the first profit making year with full exemption for the first two years, followed by half exemption for the consecutive three years.

Other subsidiaries of the Group, which are established and operating in the PRC are subject to EIT at a standard rate of 25% for the six months ended 30 June 2009.

6. DIVIDENDS

The directors do not recommend the payment of any interim dividend for the six months ended 30 June 2009 (six months ended 30 June 2008: Nil).

7. EARNINGS PER SHARE

The calculation of basic earnings per share is based on the net profit attributable to equity holders of the Company for the six months ended 30 June 2009 of RMB149,236,000 (six months ended 30 June 2008: RMB63,255,000) and the weighted average number of shares in issue during the period of 992,006,563 shares (six months ended 30 June 2008: 992,006,563 shares).

No diluted earnings per share has been presented as there were no dilutive potential ordinary shares in issue in both periods.

8. ACQUISITION AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT

During the period, the Group acquired property, plant and equipment of approximately RMB142,672,000 (six months ended 30 June 2008: RMB120,193,000) and disposed property, plant and equipment of approximately RMB25,767,000 (six months ended 30 June 2008: RMB46,491,000).

  • 14 -

9. TRADE AND OTHER RECEIVABLES

Trade receivables (Note)
Notes receivable
Other receivables
Amounts due from Greencool Enterprise and its affiliates
Amounts due from companies suspected to be connected with
Mr. Gu
Amounts due from Hisense Company Limited and its
subsidiaries (collectively referred to as “Hisense Group”)
(Note 13 III (a))
Amounts due from associates (Note 13 III (b))
30 June
2009
RMB’000
(Unaudited)
763,177
235,443
171,848
72,061
213,217
150,111
11
1,605,868
31 December
2008
RMB’000
(Audited)
458,947
62,453
207,646
72,061
213,217
36,086
5
1,050,415

Note: As at 30 June 2009, included in trade receivables was an amount of RMB87,646,000 (2008: RMB179,279,000) being pledged for bank borrowings.

The aging analysis of trade receivables is as follows:

Within three months
Three to six months
Six months to one year
Over one year
Less
:Provision for impairment of trade receivables
30 June 2009
RMB’000
(Unaudited)
674,103
65,044
23,522
169,605
(169,097)
763,177
31 December
2008
RMB’000
(Audited)
412,441
36,832
9,541
160,500
(160,367)
458,947

Normal credit term of 30 days is granted to customers. Sales are usually settled by cash on delivery for small and new customers. Trade receivables are non-interest bearing.

  • 15 -

10. TRADE AND OTHER PAYABLES

Trade payables
Notes payable
Other payables
Accruals
Amounts due to Greencool Enterprise and its affiliates
Amounts due to companies suspected to be connected with
Mr. Gu
Amounts due to Hisense Group (Note 13 III (a))
Amounts due to associates (Note 13 III (b))
Amounts due to other related companies (Note 13 III (c))
The aging analysis of trade payables is as follows:
Within one year
One to two years
Two to three years
Over three years
30 June
2009
RMB’000
(Unaudited)
1,432,415
280,963
613,187
193,194
13,050
114,939
141,885
139,072
7,458
2,936,163
30 June
2009
RMB’000
(Unaudited)
1,283,628
27,496
92,268
29,023
1,432,415
31 December
2008
RMB’000
(Audited)
819,919
445,750
469,080
184,363
13,050
114,939
79,990
43,522
7,458
2,178,071
31 December
2008
RMB’000
(Audited)
638,531
76,948
25,298
79,142
819,919
  • 16 -

11. LITIGATION SETTLEMENT

The Group is currently involved in a number of legal disputes. During the period, the Group paid RMB15,092,000 (six months ended 30 June 2008: RMB1,789,000) for litigation settlement.

12. DISPOSAL DURING THE PERIOD

On 7 January 2008, the Group disposed of its 100% shareholding in a subsidiary, Jilin Kelon Electric Co., Ltd (“Jilin Kelon”) for a consideration of approximately RMB30,000,000 in which RMB29,500,000 was used for the settlement of liabilities of Jilin Kelon. The remaining balance of RMB500,000 was settled in cash.

Details of the identifiable assets and liabilities disposed and the sales consideration are as follows:

Sale proceeds
Net book value of net assets disposed
Loss on disposal of Jilin Kelon
RMB’000
500
(11,068)
(10,568)

The assets and liabilities disposed of at the date of disposal were as follows:

Property, plant and equipment
Payments for leasehold land held for own use under
operating leases
Intangible assets
Trade and other receivables
Inventories
Cash and cash equivalents
Trade and other payables
Bank borrowings
Net book value of net assets disposed
31,563
5,515
4
706
1,186
85
(9,991)
(18,000)
11,068
  • 17 -

13. RELATED PARTY TRANSACTIONS

The Group entered into the following material related party transactions.

I. Relationship with related parties

During the period, for the purpose of this report, the directors are of the view that the following companies are related parties of the Group:

Name of related parties

Relationship

Hisense Air-Conditioner

Hisense Company Limited

Qingdao Hisense Marketing Co., Limited (“Hisense Marketing”) Hisense Electric Co., Limited (“Hisense Electric”)

Hisense (Zhejiang) Air-Conditioner Co., Limited (“Hisense Zhejiang”)

Hisense (Shandong) Air-Conditioner Co., Limited (“Hisense Shandong”)

Hisense (Nanjing) Electric Co., Limited (“Hisense Nanjing”)

Hisense (Beijing) Electric Co., Limited (“Hisense Beijing”) Qingdao Hisense Moulds Co., Limited (“Hisense Moulds”)

The substantial shareholder of the Company

The holding company of Hisense Air-Conditioner

  • A subsidiary of Hisense Air-Conditioner

  • A fellow subsidiary of Hisense Air-Conditioner

  • A subsidiary of Hisense Air-Conditioner

  • A subsidiary of Hisense Air-Conditioner

  • A subsidiary of Hisense Air-Conditioner

  • A subsidiary of Hisense Air-Conditioner

  • A fellow subsidiary of Hisense Air-Conditioner

  • 18 -

13. RELATED PARTY TRANSACTIONS - Continued

I. Relationship with related parties - Continued

Names of related parties

Relationship

Guangdong Hisense Multimedia Co., Limited (“Hisense Multimedia”)

Qingdao Hisense Electronic Technology Services Co., Limited (“Hisense Electronic”)

Savor Household Electrical Appliance Service Industry Co., Limited (“Savor Service”)

Hisense International (HK) Co., Limited (“Hisense International”)

Hisense Finance Company Limited (“Hisense Finance”)

Guangzhou Attend Logistics Co., Limited (“Attend Logistics”)

Huayi Compressor Holdings Company Limited (“Huayi”)

Jiaxibeila Compressor Company Limited (“Jiaxibeila”)

Jiangxi Combine Electrical Appliance Co., Limited (“Jiangxi Combine”)

  • A fellow subsidiary of Hisense Air-Conditioner

  • A fellow subsidiary of Hisense Air-Conditioner

  • A fellow subsidiary of Hisense AirConditioner

  • A fellow subsidiary of Hisense AirConditioner

  • A fellow subsidiary of Hisense Air-Conditioner

An associate of the Company

An associate of the Company

A subsidiary of Huayi

  • An unconsolidated subsidiary of the Company

Xi’an Gaoke (Group) Limited (“Xi’an Gaoke”)

  • A minority investor of Xi’an Kelon Cooling Co., Limited, a subsidiary of the Company

  • 19 -

13. RELATED PARTY TRANSACTIONS - Continued

II. Transactions with related parties

(a) Transactions with Hisense Group

The Group had the following significant transactions with Hisense Group:

Sales of goods/raw materials to
- Hisense Shandong
- Hisense Zhejiang
- Hisense Beijing
- Hisense Nanjing
- Hisense International
- Hisense Multimedia
Sales of moulds to
- Hisense Shandong
- Hisense Zhejiang
- Hisense Beijing
- Hisense Nanjing
- Hisense Moulds
Loan interest to
- Hisense Finance
Purchases of goods/raw materials from
- Hisense Shandong
- Hisense Zhejiang
- Hisense Beijing
- Hisense Nanjing
Purchases of property, plant and
equipment from
- Hisense Nanjing
Repair and maintenance service fee paid to
- Savor Service
- Hisense Electronic
Management fee paid to
- Hisense Multimedia
For the six months ended
30 June
2009
2008
RMB’000
RMB’000
(Unaudited)
(Unaudited)
58,309
74,136
8,095
12,604
283,352
44,378
21,039
5,368
112,248
-
20
113
399
2,328
-
882
69
1,106
979
1,476
1,265
1,899
9,141
-
105,394
93,368
99,367
395,755
119,311
40,355
279,222
93,061
9,253
-
919
1,326
326
-
151
253
  • 20 -

13. RELATED PARTY TRANSACTIONS - Continued

II. Transactions with related parties - continued

  • (a) Transactions with Hisense Group - continued
Loan and note payables guarantee
provided by Hisense Group - amount
as at 30 June
Loan provided by Hisense Finance -
amount as at 30 June
For the six months ended
30 June
2009
2008
RMB’000
RMB’000
(Unaudited)
(Unaudited)
1,174,760
764,000
418,760
-
  • (b) Transactions with associates

The Group had the following significant transactions with associates:

Purchases of goods/raw materials from
- Huayi and Jiaxibeila
Service fee charged to
- Attend Logistics
Logistics management fee/warehouse
rental paid to
- Attend Logistics
For the six months ended
30 June
2009
2008
RMB’000
RMB’000
(Unaudited)
(Unaudited)
216,460
124,932
25
26
260
4,096
  • 21 -

13. RELATED PARTY TRANSACTIONS - Continued

III. Balances with related parties

(a) Balances with Hisense Group

Included in trade and other receivables, net
- Hisense Shandong
- Hisense Zhejiang
- Hisense Nanjing
- Hisense Beijing
- Savor Service
- Hisense Electric
- Hisense International
- Hisense Multimedia
- Hisense Moulds
Included in trade and other payables
- Hisense Shandong
- Hisense Marketing
- Hisense Beijing
- Hisense Nanjing
- Hisense Zhejiang
- Savor Service
- Hisense International
- Hisense Moulds
30 June
2009
RMB’000
(Unaudited)
3,996
1,884
675
45,801
-
-
96,895
23
837
150,111
62,919
-
8
66,875
11,736
347
-
-
141,885
31 December
2008
RMB’000
(Audited)
1,135
4,004
779
21,749
3
100
8,104
212
-
36,086
3,925
35,481
-
20,026
15,351
475
4,580
152
79,990

Amounts due from/to Hisense Group are unsecured, interest-free and are repayable in accordance with normal commercial terms.

  • 22 -

13. RELATED PARTY TRANSACTIONS - Continued

III. Balances with related parties - continued

(b) Balances with associates

Balances with associates
Included in trade and other receivables, net
- Attend Logistics
Included in trade and other payables
- Attend Logistics
- Huayi and Jiaxibeila
30 June
2009
RMB’000
(Unaudited)
11
3,104
135,968
139,072
31 December
2008
RMB’000
(Audited)
5
4,556
38,966
43,522

Amounts due from/to associates are unsecured, interest-free and repayable in accordance with normal commercial terms.

(c) Balances with other related companies

Included in trade and other payables
- Jiangxi Combine
- Xi’an Gaoke
30 June
2009
RMB’000
(Unaudited)
5,100
2,358
7,458
31 December
2008
RMB’000
(Audited)
5,100
2,358
7,458

All amounts due to other related companies are unsecured, interest-free and repayable on demand.

  • 23 -

13. RELATED PARTY TRANSACTIONS - Continued

IV. Key management personnel compensation

Basic salaries, allowances and benefits-in-kind
Defined contribution pension cost
CAPITAL COMMITMENTS
Capital expenditure contracted for but not provided in
the financial statements in respect of
- acquisition of property, plant and equipment
- unlisted investment in a jointly controlled entity
For the six months ended
30 June
For the six months ended
30 June
For the six months ended
30 June
2009
RMB’000
(Unaudited)
1,397
19
1,416
30 June
2009
RMB’000
(Unaudited)
18,077
34,024
52,101
2008
RMB’000
(Unaudited)
1,738
25
1,763
31 December
2008
RMB’000
(Audited)
52,280
87,800
2008
RMB’000
(Unaudited)
1,738
25
1,763
140,080

14. CAPITAL COMMITMENTS

15. CONTINGENCIES

The Group is a defendant in certain lawsuits as well as the plaintiff in other proceedings arising in the ordinary course of business. The amounts involved in the litigations against the Group relate mainly to bank loans, purchases and expenditures incurred by the Group and most of them were recorded as liabilities of the Group as at the end of the reporting date. While the outcomes of such contingencies, lawsuits or other proceedings cannot be determined at present, management believes that any resulting liabilities will not have material adverse effect on the financial position or operating results of the Group.

  • 24 -

16. SUBSEQUENT EVENTS

On 2 July 2009, the Company and Hisense-Whirlpool (Zhejiang) Electric Appliances Co., Ltd. (“Hisense-Whirlpool”), the jointly controlled entity of the Group have entered into a business cooperation framework agreement for the period from 26 June 2009 to 31 December 2009, under which the parties shall determine the pricing after negotiation and the Company shall purchase or sell goods or provide services to Hisense-Whirlpool of an amount not exceeding RMB105,000,000, RMB50,732,000 and RMB500,000 respectively.

17. COMPARATIVE FIGURES

As a result of the application of IAS 1 (Revised), Presentation of Financial Statements, certain comparative figures have been adjusted to conform to current period’s presentation and to provide comparative amounts in respect of items disclosed for the first time in 2009. Further details of these developments are disclosed in note 2.

18. APPROVAL OF FINANCIAL STATEMENTS

The condensed consolidated financial statements were approved and authorised for issue by the Board of Directors on 12 August 2009.

  • 25 -

DIFFERENCES BETWEEN IFRS AND PRC ACCOUNTING STANDARDS AND REGULATIONS (“PRC GAAP”) AS APPLICABLE TO THE GROUP

The consolidated shareholders’ equity of the Company prepared under IFRS and that prepared under PRC GAAP have the following major differences:

Equity attributable to equity holders of the Company as per
condensed consolidated financial statements prepared under
IFRS
Adjustment on restructuring cost expensed
Adjustment on dilution loss on share reform of an associate
Adjustment on amortisation of trademark
Equity attributable to equity holders of the Company as per
consolidated financial statements prepared under PRC GAAP
30 June
2009
RMB’000
(Unaudited)
(858,527)
23,245
16,317
(16,712)
(835,677)
31 December
2008
RMB’000
(Audited)
(1,007,922)
16,877
16,317
(16,712)
(991,440)

The consolidated net profit attributable to equity holders of the Company prepared under IFRS and that prepared under PRC GAAP have the following major differences:

Net profit attributable to equity holders of the Company as per
condensed consolidated financial statements prepared under IFRS
Adjustment on restructuring costs expensed
Net profit attributable to equity holders of the Company as per
consolidated income statement prepared under PRC GAAP
For the six months ended
30 June
For the six months ended
30 June
2009
RMB’000
(Unaudited)

149,236
6,368
155,604
2008
RMB’000
(Unaudited)
63,255
7,413
70,668

There are differences in other items in the condensed consolidated financial statements due to differences in classification between IFRS and PRC GAAP.

INTERIM DIVIDEND

Pursuant to the resolutions passed on the meeting of the Board of the Company held on 12 August 2009, the Board does not recommend the payment of an interim dividend for the six months ended 30 June 2009. No interim dividend was paid for the corresponding period of last year.

- 26 -

MANAGEMENT DISCUSSION AND ANALYSIS

PERFORMANCE REVIEW

During the Reporting Period, under the effect of the global financial crisis, the Group faced unfavourable operating conditions of shrinking export, decreasing demand in the domestic market and slowdown of economic growth. Meanwhile, aggravation of brand concentration in the air-conditioner sector resulted in intensifying market competition. Under the abovementioned adverse operating environment, the Group adhered to its operational strategy of “reshaping advantage in quality, focusing on market-orientation, strictly controlling operational risks and reinforcing project management” and implemented a series of measures in the following aspects:

Product position was further defined with strengthened product planning, whereas the efficiency of product research and development was enhanced and research and development costs were reduced through reinforcing the standardization of products. Quality management was further strengthened to continuously improve product quality standard and market competitiveness. Centering on the market demand, the Group enhanced its internal research and development (“R&D”), production and quality management flow in order to provide the market with new products with higher competitiveness in terms of cost, quality and function. The value engineering of products was promoted by upgrading the internal production and operating efficiency and reducing costs. Upholding the philosophy of maintaining a stable operation against the real situation of financial crisis, the Group continued to strengthen its management on working capital, monitor the capital risk stringently, improve the utilization of capital and reduce finance costs.

Through the aforesaid measures, the Group recorded a revenue from its principal operations of RMB4,435,760,000 during the Reporting Period, representing a decrease of 12.11% as compared to the corresponding period in 2008; a net profit of RMB149,712,000, representing an increase of RMB87,087,000 as compared to the corresponding period in 2008; and a profit attributable to shareholders of RMB149,236,000.

ANALYSIS OF OPERATION STRUCTURE

During the Reporting Period, of the revenue from the Group’s principal operations, the revenue from the refrigerator business accounted for 56.67% of the total turnover, representing an increase of 8.30% as compared to the corresponding period last year; the revenue from the air-conditioner business accounted for 31.28% of the total turnover of the Group, representing a decrease of 36.93% as compared to the corresponding period last year; and the remaining 12.05% of the total turnover was generated from other businesses, such as sales of freezers and product components.

In addition, the domestic sales business accounted for 65.04% of the total turnover of the Group representing a decrease of 5.26% as compared to the corresponding period last year; and the overseas sales business accounted for 34.96% of the total turnover of the Group, representing a decrease of 22.51% as compared to the corresponding period last year.

- 27 -

REFRIGERATOR BUSINESS

During the Reporting Period, the Group achieved an effective improvement in the aspects such as procurement management, optimization of procedures, quality control, new product development and adjustment mechanism. A sound improvement and significant benefits were seen in cost-reduction and efficiency-enhancing efforts such as value engineering programme and optimization of procurement procedures. Through reinforced technological breakthroughs, optimized production process, highly effective production and reduced consumption, the cost of the Group has been lowered for a higher margin. The quality loss of single product was reduced through reinforced quality control. Meanwhile, the Group continued to consolidate its product platform, persist in product universality and standardization, strengthen product planning on the basis of enhanced marketing research efforts and reduce the number of product models, and established the concept of protection awareness based on market demand through setting up an incentive system to motivate the sales team in order to achieve a win-win situation of business cooperation between product companies and the sale team. The above proactive measures have laid a solid foundation for the sustainable development of refrigerator business in respect of cost reduction, quality improvement and technological innovation, and successfully generated significant benefits in the current period. In addition, the Group gave enormous support for the “Home Appliances Subsidy Policy for Rural Areas and Villages” policy and promptly arranged for product development and network construction. Subsequently, the refrigerator business recorded a growth in the third-and-fourth-tier markets, and positive growth in scale and benefits was sustained despite adverse economic situations. As such, although the refrigerator business was still operating under challenging external operating environments, the scale of the refrigerator business of the Group increased by 8.30% as compared to the corresponding period last year. The gross profit margin also increased significantly as compared to the corresponding period last year.

AIR-CONDITIONER BUSINESS

During the Reporting Period, as affected by various factors such as sluggish domestic consumption, significant decrease in export and modification of the State’s energy efficiency policy, manufacturers have cleared out the products with low energy efficiency during the first half of the year. Such large scale clearance across the industry has unavoidably affected the market price competition and gross profit margin level, which in turn reduced the profitability in the air-conditioner sector.

According to the statistics of the industry, both the production volume and sales volume in the air-conditioner sector during the Reporting Period have decreased significantly as compared to the corresponding period last year under the influence of the above factors, and inventory level also dropped to a record low since the financial year of 2004.

In view of the abovementioned adverse factors, the Group enhanced the product research and development procedures during the Reporting Period, and the product design cost accordingly showed a remarkable improvement. Meanwhile, the Group also further strengthened technological development and designed products that meet the market demand in the rural areas in alignment with the “Home Appliances Subsidy Policy for Rural Areas and Villages” programme. On the other hand, in response to the modifications of the State’s energy-efficiency standards, the Group fine-tuned its product planning and product life cycle management in accordance with the standards, and the number of

- 28 -

products lines complying with the new energy- efficiency standards has increased and the product refinement project was launched to enhance its product competitiveness. The Group stepped up its efforts to clear out the products with low energy-efficiency to make way for the launch of high energy-efficiency products. A sound improvement in product quality was achieved as compared to the corresponding period last year, through strengthening the inspection of design quality and improvement in production process quality.

In general, although sales revenue from air-conditioner business recorded a negative growth as compared to the corresponding period last year amidst the industrial depression, the abovementioned measures have eliminated the influence of both internal and external adverse factors. Furthermore, with the Group’s value engineering programme and efforts to improve efficiency and cost control, costs were reduced significantly and the gross profit margin was improved.

ANALYSIS OF IMPACTS ON RESULTS

The management of the Group is of the view that the decrease in the revenue from principal operations for the Reporting Period as compared to last year was mainly attributable to changes in both domestic and external economic conditions, and the recession in the entire industry. Although the deterioration of the external environment exerted significant impacts on the business of the Group, the Group has taken a number of measures to enhance its operating quality amidst the market downturn during the Reporting Period. As a result, the results posted a more significant growth as compared to last year.

The analysis of the major reasons for the growth in results are as follows:

(1) The Group provided the market with more competitive products in terms of costs, quality and functions and created the competitive advantage for its products by optimizing the research and development and the production process of products, strengthening cost management, enhancing liquidity risk control and catering for the market demand;

(2) The Group further strengthened its product quality management and reduced its quality loss significantly, particularly for the single product loss. Its product competitiveness was enhanced;

(3) The Group adhered to the market orientation via focusing on the ultimate demand and adjusting the incentive mechanism for its sales representatives, which increased the incentive and morale of the entire sales team;

(4) The Group promoted the value engineering to optimize its operating management process. In the first half of 2009, the Group continued to implement its industry benchmark projects, while implementing the projects for the optimization of the research and development process, the procurement process, the inventory and logistics management of products and the improvement of staff performance based on the prevailing operating environment. Significant results were achieved in the continuous control of operating costs and the improvement of operating quality, which were the driving force for a substantial increase in the gross profit margin of the Group’s products.

- 29 -

(5) The economies of scale in respect of material procurement were witnessed gradually after the consolidation and optimization of suppliers.

(6) During the Reporting Period, given the relatively stable exchange rate movement, exchange loss of the Group decreased.

OUTLOOK

The management of the Group is of the view that the external operating environment of the Group in the second half of 2009 will remain blue. With the continuous industry downturn, various macro-economic situations beyond control and difficult global home appliance market conditions, the industry will be under significant operating pressure.

With the increasing awareness of energy efficiency of products in both domestic and overseas markets and the introduction of the relevant mandatory standards, the competition among refrigerator and air-conditioner products in terms of energy-saving technology is intensifying, which will lead to further improvement of product structure. As a leading enterprise in the domestic household appliance industry in terms of technology, the Group will adhere to the operating strategy to maintain itself as a technology-based enterprise. The change in government policies in respect of energy saving and environmental protection will bring more development opportunities to the Group.

In view of the impact of the macro-environment in the PRC and the overall situation of the industry, the Group will focus on mitigating risk and enhancing development, and strengthen its efforts in the following areas:

  1. To continue to control operating risks strictly, particularly in respect of the fund allocation management, dispose of idle assets and accelerate cash flow;

  2. To leverage on the opportunities brought by “Home Appliance Subsidy Policy for Rural Villages”, “Home Appliance Replacement Scheme” and “Energy Efficiency Product Subsidy”, increase market share and enhance the operating efficiency of the Group;

  3. To continue to enhance the optimization of management processes, increase R&D efficiency, lower costs, improve product quality and enhance the operating quality of the Group;

  4. To pay close attention to market changes and adjust the allocation of resources, adjust sales structure and inventory structure timely based on orders, increase profitability, reduce ineffective resource investment and waste, and mitigate risks.

- 30 -

LIQUIDITY AND SOURCES OF CAPITAL

Net cash generated from operating activities of the Group was approximately RMB129,165,000 for the six months ended 30 June 2009.

As at 30 June 2009, the Group had bank deposits and cash (including pledged bank balances) amounting to approximately RMB289,780,000 and loans amounting to approximately RMB1,714,452,000.

Total capital expenditures of the Group for the six months ended 30 June 2009 amounted to approximately RMB142,672,000.

TOTAL ASSETS TO TOTAL LIABILITIES RATIO

As at 30 June 2009, the total assets to total liabilities ratio of the Group was 86.24%.

TRUST DEPOSITS

As at 30 June 2009, 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 in the PRC and Hong Kong.

HUMAN RESOURCES AND EMPLOYEES’ REMUNERATION

As at 30 June 2009, the Group had approximately 26,950 employees, mainly comprising 3,342 technical staff, 11,364 sales representatives, 560 financial staff, 1,009 administrative staff and 10,675 production staff. The Group had 5 employees with a doctorate degree, 101 with a master’s degree and 2,081 with a bachelor’s degree. There were 504 employees who occupied mid-level positions or above in the Group according to the national standards. In addition, the Group was responsible for the monthly pension of 148 employees who have resigned or retired. For the six months ended 30 June 2009, the Group’s staff payroll amounted to RMB273,152,000 (corresponding period in 2008 amounting to RMB306,007,000).

CHARGE ON THE GROUP’S ASSETS

As at 30 June 2009, the Group’s property, plant and equipment (including leasehold land held for own use) and investment properties of approximately RMB484,951,000 (31 December 2008: RMB522,442,000) were pledged as security for the Group’s borrowings.

EXPOSURE TO EXCHANGE RATE FLUCTUATION AND ANY RELATED HEDGE

Since the majority of the Group’s purchase and overseas sales during the Reporting Period were denominated in foreign currency, the Group exposed to the 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.

- 31 -

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) as its code for securities transactions by the Directors. After making specific enquiries to the Directors of the Board, namely, Mr. Tang Ye Guo, Mr. Zhou Xiao Tian , Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin, Mr. Zhang Ming, Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren, all of them confirmed that they had acted in full compliance with the Model Code during the Reporting Period.

- 32 -

SHARE CAPITAL STRUCTURE

As at 30 June 2009, the share capital structure of the Company was as follows:

Number of Shares Percentage to the Total
Issued Share Capital
Hshares 459,589,808 46.33%
A Shares 532,416,755 53.67%
Total 992,006,563 100.00%

TOP TEN SUBSTANTIAL SHAREHOLDERS

As at 30 June 2009, there were 40,392 shareholders of the Company (the “Shareholders”) in total, of which the top ten substantial Shareholders were as follows:

Percentage to
Percentage to
No. of shares
No. of
h l h l
Name of Nature of No. of Shares te tota te reevant
held subject to
Pledged
Shareholder Shareholder Held issued share class of issued
trading
or Frozen
of the shares of the
moratorium Shares
Company Company
Qingdao Hisense
Air-conditioning
CompanyLimited
Domestic
Non-state-owned
Legal Person

250,173,722
25.22% 46.99% 234,375,922 -
China Huarong
Asset
Management
Corporation
Domestic
State-owned
Legal Person
63,923,804 6.44% 12.01% - -
The Hongkong
and Shanghai
Banking
Corporation
Limited
Foreign
Shareholder
63,808,629 6.43% 13.88% - Unknown
Shenyin Wanguo
Securities (H.K.)
Limited
Foreign
Shareholder
50,868,000 5.13% 11.07% - Unknown
Bank of China
(Hong Kong)
Limited
Foreign
Shareholder
47,567,000 4.80% 10.35% - Unknown
Guotai Junan
Securities (Hong
Kong)Limited
Foreign
Shareholder
40,912,000 4.12% 8.90% - Unknown
First Shanghai
Securities Limited
Foreign
Shareholder
35,651,000 3.59% 7.76% - Unknown
China Merchants
Securities(HK) Co
Ltd
Foreign
Shareholder
28,952,000 2.92% 6.30% - Unknown
Hang Seng
Securities Limited
Foreign
Shareholder
13,978,000 1.41% 3.04% - Unknown
BOCI Securities
Limited
Foreign
Shareholder
9,386,000 0.95% 2.04% - Unknown

Notes: As at 30 June 2009, as shown in the register of substantial shareholders maintained under Section 336 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong

- 33 -

Kong) (the “SFO”), the top eight Shareholders among the top 10 Shareholders above held short positions in the issued share capital of the Company:

SHAREHOLDINGS OF THE TOP TEN SHAREHOLDERS OF TRADABLE SHARES

Name of Shareholders Number of
Tradable Shares
Held
Class of Shares
China Huarong Asset Management
Corporation
63,923,804 RMB ordinary
shares
The Hongkong and Shanghai Banking
Corporation Limited
63,808,629 H shares
Shenyin Wanguo Securities(H.K.)Limited 50,868,000 H shares
Bank of China(HongKong)Limited 47,567,000 H shares
Guotai Junan Securities (Hong Kong)
Limited
40,912,000 H shares
FirstShanghaiSecurities Limited 35,651,000 H shares
China Merchants Securities(HK)Co Ltd 28,952,000 H shares
Qingdao Hisense Air-conditioning
CompanyLimited
15,797,800 RMB ordinary
shares
Hang Seng Securities Limited 13,978,000 H shares
BOCI Securities Limited 9,386,000 H 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 the 《上市公司股東持股變動信息披露管理辦法》 (Administrative Measures for Information Disclosure of the Shareholders of Listed Companies) .

INTERESTS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVES IN THE SHARES

As at 30 June 2009, none of the members of the seventh session of the Board, supervisors and the chief executive of the Company and any of their associates held any interests or short positions in any shares, underlying shares and debentures of the Company and any of its associated corporations, as recorded in the register required to be maintained by the Group pursuant to Section 352 of the SFO.

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 shares.

AUDIT COMMITTEE

The Audit Committee of the Company has reviewed the interim results announcement for the period ended 30 June 2009.

CODE ON CORPORATE GOVERNANCE PRACTICES

During the Reporting Period, the Company has complied with the code provisions of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules.

- 34 -

PUBLICATION OF INTERIM REPORT ON THE INTERNET WEBSITE OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE COMPANY

All information about interim report required by Appendix 16 of the Listing Rules will be published on the 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 of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

Foshan City, Guangdong, the PRC, 12 August 2009

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo,Mr. Zhou Xiao Tian, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin, and Mr. Zhang Ming ; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

Supplementary information as required by The Stock Exchange of Hong Kong Limited in relation to the Company’s A shares interim results announcement (prepared in accordance with PRC GAAP)

I. EXPLANATION GIVEN BY THE BOARD OF THE COMPANY OF THE CHANGES AND TREATMENT OF THE MATTERS RELATING TO THE QUALIFIED OPINIONS IN THE AUDITOR’S REPORT FOR THE 2008 ANNUAL REPORT :

As described in Notes 6.4, 6.6, 10 and 11 to the financial statements, there was a series of related party transactions and unusual cash inflows and outflows between Guangdong Greencool Enterprise Development Limited, the former largest shareholder of the Company, and its related parties (hereinafter referred to as the “Greencool Companies”) and the Company during the period from October 2001 to July 2005. In addition, during such period, the Greencool Companies, through the specific third party companies such as Tianjin Lixin Commercial Trading Development Company Limited, involved in a series of unusual cash inflows and outflows with the Company. The Company has brought legal actions before court on such transactions and unusual cash inflows and outflows as well as the suspected fund embezzlements. These issues are related to the Company’s amounts due from or to the Greencool Companies and the specific third party companies mentioned above.

As at 31 December 2008, the balance of amounts due from the Greencool Companies and such specific third party companies was RMB651 million. The Company has made a provision for bad debts of RMB365 million in respect of the amounts due from the Greencool Companies and such third party companies. As described in Note 11 to the financial statements, the abovementioned cases have achieved significant progress, with most cases obtaining judgments in favour of the Company. However, we are unable to adopt

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appropriate audit procedures to obtain sufficient and appropriate audit evidence to ascertain as to whether or not the estimated provision for bad debts based on such amounts and the assessment and calculation of the accounts receivable are reasonable.

Explanation from the Board in the 2008 Annual Report: There was a series of related party transactions and unusual cash inflows and outflows between the Company and Guangdong Greencool Enterprise Development Limited, the former largest shareholder of the Company, and its related parties, or through its third party companies, from 2001 to 2005. Such transactions and unusual cash inflows and outflows as well as the suspected fund embezzlements have been formally investigated by relevant authorities. As at 31 December 2008, the balance of amounts due from the Greencool Companies and the abovementioned specific third party companies was RMB651 million.

The Company has estimated, based on the information available at present relating to such cases, the recoverable amount from such amounts due from the Greencool Companies and the specific third party companies, and has made a provision for bad debts of RMB365 million. The bases of the estimate include: the information regarding the property of the Greencool Companies sealed and frozen by the court at the request of the Company, and the preliminary analysis report on the aforesaid fund embezzlements prepared by the lawyer of the Company. As analyzed by the lawyer, the properties of the Greencool Companies that can be used for settlement amounted to approximately RMB1 billion, and the total amount of debt in dispute of the Greencool Companies was approximately RMB2.4 billion. The amount claimed by the Company for fund embezzlements by the Greencool Companies was RMB791 million. The Company sought to have the outstanding amount settled based on the debt-to-property ratio. Based on the estimated settlement proportion, and taking into consideration that the case is still subject to trial, the court has not recognized the amount due to the Company. The Board of the Company estimated the recoverable amount and made a provision for bad debts of RMB365 million.

Meanwhile, the law firm handling this case declared that, as the court has not determined the arrangement for allocation of the property sealed in the abovementioned cases, the law firm is not able to assert on the outcome of the cases and the accurate recovery rate.

The Board of the Company considers that the provision for bad debts is an accounting estimate. The accounting method applied to such accounts receivable does not breach the relevant requirements of the Accounting System for Business Enterprises. Although the relevant courts gave the judgments of first instance in favour of the Company on seventeen cases in respect of the litigations initiated by the Company against the Greencool Companies and its specific third party (the judgments for thirteen cases have become effective), the abovementioned seventeen cases have not been enforced so far. The Board of the Company is of the view that: as there is no material difference in its judgment on the recoverability of such accounts receivable in 2008 as compared with that in 2007, this qualified opinion will not have any impact on the fairness in the preparation of the Company’s income statement for 2008.

Upon finalisation of the abovementioned debt settlement ratio, the Company will, based on the finalised ratio of recovery, adjust retrospectively the 2005 balance sheet and income statement, as well as the relevant items of the balance sheets as at 31 December 2006, 31 December 2007 and 31 December 2008. The Company has taken measures to sequestrate the property of the Greencool Companies which is available for settlement. The Company will also pay close attention to the progress of the cases and use its best endeavour to ensure its rights as a creditor.

As of the date of this report, among the aforesaid 17 litigations in which the judgments of first instance were made in favour of the Company, the judgments of 16 litigations have become effective. However, as the abovementioned cases have not been enforced so far, the Board of the Company is of the view that there is no material difference in its judgment on the recoverability of such accounts receivable as compared with its previous judgment.

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II. MATERIAL LITIGATIONS AND ARBITRATIONS OF THE COMPANY FOR THE REPORTING PERIOD

1. General information of litigations

As of the date of this report, the Company and its subsidiaries were involved in 96 litigations with the amount in disputes of RMB199,614,900.

Among the aforementioned litigations involving the Company and its subsidiaries, the Company and its subsidiaries acted as plaintiffs in 9 cases with the total amount in dispute of RMB159,181,600 and as defendants in 87 cases involving the total amount in dispute of RMB40,433,300.

Among the outstanding litigations involving the Company and its subsidiaries, there were 2 litigations and arbitrations with a claimed amount exceeding RMB10,000,000 each (the total amount in disputes of RMB140,784,100) and 94 litigations with a claimed amount of less than RMB10,000,000 each (the total amount in disputes of RMB58,830,800 ).

2. New litigations

From 1 January 2009 to the date of this report, the Company and its subsidiaries were involved in 30 new litigations with the total amount in dispute of RMB11,580,300 .

The Company and its subsidiaries acted as plaintiff in 1 case with an amount in disputes of RMB3,511,500. The Company and its subsidiaries acted as defendants in 29 cases with the total amount in dispute of RMB8,068,800, among which 15 cases with the total amount in dispute of RMB3,850,200 were closed.

3. Particulars of completed litigations

From 1 January 2009 to the date of this report, the Company and its subsidiaries were involved in 202 closed litigations with the total amount in dispute of RMB603,266,400 and US$13,750,719.19.

The Company and its subsidiaries acted as plaintiffs in 15 cases with the total amount in dispute of RMB566,130,200 and as defendants in 187 cases with the total amount in dispute of RMB37,136,200 and US$13,750,719.19.

Among the aforementioned closed cases involving the Company and its subsidiaries, there were 16 litigations with a claimed amount exceeding RMB10,000,000 ( the total amount in dispute of RMB566,130,200 and US$13,750,719.19), and 186 litigations with a claimed amount less than RMB10,000,000 each (the total amount in dispute of RMB37,136,200).

The particulars of the completed litigations with a claimed amount of more than RMB10,000,000 each is set out below:

No. Name of Case Amount in Dispute
(In RMB ten
thousand, unless
otherwise stated)
Particulars Development
1 Litigation initiated by
Jiangxi Kelon against
Guangdong
Greencool, Gu Chu
Jun, Hainan
Greencool, Tianjin
Greencool and Jinan
San Ai Fu
8,160 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB81.6 million from
the plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.

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2 Litigation initiated by
Yangzhou Kelon
against Guangdong
Greencool, Gu Chu
Jun and Yangzhou
Greencool
4,000 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB40 million from the
plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.
3 Litigation initiated by
Jiangxi Kelon against
Guangdong
Greencool, Gu Chu
Jun, Jiangxi Keda and
Shenzhen Greencool
1,300 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB13 million from the
plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.
4 Litigation initiated by
Yangzhou Kelon
against Guangdong
Greencool, Gu Chu
Jun and Yangzhou
Greencool
3,500 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB35 million from the
plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.
5 Litigation initiated by
the Company’s Hubei
Branch against
Guangdong
Greencool, Gu Chu
Jun and Wuhan
Changrong
2,984.37 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB29.8437 million
from the plaintiff.
The lawsuit has been
withdrawn by the
Company.
6 Litigation initiated by
Kelon Air-Conditioner
against Guangdong
Greencool, Gu Chu
Jun and Shenzhen
Greencool
Environmental
3,300 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB33 million from the
plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.
7 Litigation initiated by
Jiangxi Kelon against
Guangdong
Greencool, Gu Chu
Jun and Zhuhai Defa
2,140 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB21.4 million from
the plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.
8 Litigation initiated by
Jiangxi Kelon against
Guangdong Greencool,
Gu Chu Jun and Wuhan
Changrong
2,000 Guangdong Greencool, taking
advantage from its role as a substantial
shareholder and as instructed by Gu
Chu Jun, misused its controlling
position in the Company to embezzle
RMB20 million from the plaintiff.
The court made a
judgment in favour of
the Company. The
judgment has come
into force.

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9 Litigation initiated by
Kelon Air-Conditioner
against Guangdong
Greencool, Gu Chu
Jun and Hainan
Greencool
1,228.94 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB12.2894 million
from the plaintiff.
The court dismissed
the petition by the
Company. And the
Company did not
lodge any appeal.
10 Litigation initiated by
Kelon Air-Conditioner
against Guangdong
Greencool, Gu Chu
Jun and Shenzhen
Greencool Technology
3,200 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB32 million from the
plaintiff.
The Court made a
judgment in favour of
the Company. The
judgment has come
into force.
11 Litigation initiated by
the Company against
Guangdong
Greencool, Gu Chu
Jun, Zhuhai
Greencool, Beijing
Greencool, and Hainan
Greencool
1,375.46 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB13.7546 million
from the plaintiff.
The Court made a
judgment in favour of
the Company. The
judgment has come
into force.
12 Litigation initiated by
Jiangxi Kelon against
Guangdong
Greencool, and Gu
Chu Jun ,Zhuhai
Longjia
2,860 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB28.6 million from
the plaintiff.
The Court made a
judgment in favour of
the Company. The
judgment has come
into force.
13 Litigation initiated
by Kelon
Air-Conditioner
against Guangdong
Greencool, Gu Chu
Jun, Jiangxi
Kesheng and Tianjin
Greencool
1,863 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB18.63 million from
the plaintiff.
The Court made a
judgment in favour of
the Company. The
judgment has come
into force.
14 Litigation initiated
by Kelon Fittings
against Guangdong
Greencool, Tianjin
Xiangrun, Shenzhen
Greencool and Gu
Chu Jun
9,741.22 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB97.4122 million
from the plaintiff.
The Court made a
judgment in favour of
the Company. The
judgment has come
into force.

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15 Litigation initiated
by Shenzhen Kelon
Purchase Company
Limited against
Guangdong
Greencool, Tianjin
Lixin, Shenzhen
Greencool and Gu
Chu Jun
8,960.03 Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun, misused its
controlling position in the Company
to embezzle RMB89.6003 million
from the plaintiff.
The Court made a
judgment in favour of
the Company. The
judgment has come
into force.
16 Litigation on dispute
initiated by CNA
International.inc./
MC Appliance
Corporation against
the Company/ Kelon
International
US$13,750,719 The plaintiff alleged that it entered
into a sale and purchase contract
with the defendant to purchase
refrigerators, but the defendant
failed to perform its obligations
under the contract on a timely
time, and that the goods delivered
were defective. In this case, CNA
did not bring the breach of
warranty obligation before court.
Kelon Electric was entitled to, and
initiated, a counterclaim for the
trade receivables of more than
US$980,000.
It was held in the
judgment of first
instance that the
Company shall pay
US$269,020.5 to
CNA. Neither party
has lodged an
appeal.

4. Development of pending litigations initiated in prior years with the amount in dispute of more than RMB10 million each:

Amount in
No. Name of Case Particulars Development
Dispute
1 Litigation initiated by
Kelon Air-Conditioner
against Guangdong
Greencool, Jinan San Ai
Fu ,Tianjin Greencool,
Hainan Greencool and Gu
Chu Jun
RMB40.8
million
Guangdong Greencool, taking
advantage from its role as a
substantial shareholder and as
instructed by Gu Chu Jun,
misused its controlling
position in the Company to
embezzleRMB40.8 million
from theplaintiff.



It was held in the
judgment of first
instance that the
defendants shall pay
RMB30.1512 million.
The defendants have
lodged an appeal.

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

Connected transactions relating to the purchase and sales of goods and provision of services

Connected person Particulars of the
connected transaction
Sale of products and
provision of services to
connected persons
Sale of products and
provision of services to
connected persons
Purchase of goods and receipt
of services from connected
persons
Purchase of goods and receipt
of services from connected
persons
Transaction
amount
Percentage
of total
amount of
similar
transactions
Transaction
amount
Percentage
of total
amount of
similar
transactions
Hisense Shandong Sales of finished
air-conditioners
57,444,652.85 1.21% - -
Hisense Zhejiang Sales of finished
air-conditioners
6,395,185.45 0.13% - -
Hisense Beijing Sales of finished
refrigerators
270,977,626.96 5.69% - -
Hisense
International
Sales of finished
refrigerators,
air-conditioners, freezers
112,247,824.68 2.36% - -
Hisense Shandong Sales of materials 863,984.60 0.02% - -
Hisense Zhejiang Sales of materials 1,699,533.21 0.04% - -
Hisense Beijing Sales of materials 12,374,294.05 0.26% - -
Hisense Nanjing Sales of materials 21,149,164.44 0.44% - -
Hisense
Multimedia
Sales of materials 19,816.08 0.00% - -
Hisense Shandong Purchase of finished
air-conditioners
- - 103,927,652.72 2.73%
Hisense Zhejiang Purchase of finished
air-conditioners
- - 99,185,015.73 2.60%
Hisense Beijing Purchase of finished
refrigerators
- - 119,042,469.67 3.12%
Hisense Nanjing Purchase of finished
refrigerators
- - 279,189,730.55 7.32%
Hisense Shandong Purchase of materials - - 1,468,350.01 0.04%
Hisense Zhejiang Purchase of materials - - 182,280.35 0.00%
Hisense Beijing Purchase of materials - - 269,230.77 0.01%
Hisense Nanjing Purchase of materials - - 9,285,264.53 0.24%
Huayi Compressor Purchase of compressors - - 56,469,850.07 1.48%

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Jiaxibeila Purchase of compressors - - 159,990,132.61 4.20%
Hisense Shandong Sales of moulds 398,829.08 0.01% - -
Hisense Beijing Sales of moulds 69,230.77 0.00% - -
Hisense Nanjing Sales of moulds 979,487.19 0.02% - -
Hisense Mould Sales of moulds 1,264,957.27 0.03% - -
Total 485,884,586.63 10.20% 829,009,977.01 21.74%

Note: For the details of the principles of pricing and the terms of payment, please refer to the Business Co-operation Framework Agreement and Compressors Purchase and Supply Framework Agreement, which were set out in the announcements dated 12 February 2009 and 19 May 2009 and 15 July 2009 respectively in relation to continuing connected transactions.

IV. DURING THE REPORTING PERIOD, THE FOLLOWING EXTERNAL GUARANTEES WERE INCURRED AND SUBSISTED FROM THE PREVIOUS REPORTING PERIOD BY THE COMPANY.

Unit: RMB (in ten thousand)

External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries) External guarantee made by the Company (excluding guarantees to its subsidiaries)
The guaranteed Date (the day of
signing the agreement)

Whether
in favour
of any
conncected
party (yes
or no)
Guaranteed Type of Period of Completion
amount guarantee guarantee or not
- - - - - - -
Total actualguaranteed amount duringthe ReportingPeriod -
Total balance of the actual guaranteed amount at the end of the
ReportingPeriod(A)
-
Guarantees made bytheCompanyto its subsidiaries
Total actual guaranteed amount to subsidiaries during the Reporting
Period
93,403.42
Total balance of the actual guaranteed amount to subsidiaries at the
end of the ReportingPeriod(B)
30,102.12
Totalguarantee made bythe Company (includingtheguarantees to subsidiaries)
Totalguaranteed amount(A+B) 30,102.12
Percentage of the total guaranteed amount to absolute net assets of the
Company
36.02%
Including:
Guaranteed amount provided to shareholders, beneficial controlling
parties and their affiliates(C)
-
Guaranteed amount provided directly or indirectly to the guaranteed
withgearingratio over 70%(D)
28,263.37
Totalguaranteed amount over50%of the net asset(E) -
Sum of the above threeguarantees(C+D+E) 28,263.37

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V. FUNDS EMBEZZLED FOR NON-OPERATING PURPOSES AND THE SETTLEMENT PROGRESS.

1. Amount of funds embezzled for non-operating purposes at beginning of the Reporting Period and the end of the Reporting Period

Unit: RMB (in ten thousand)

Outstanding amount of funds of
the Company embezzled by a
former substantial shareholder, its
subsidiaries, the specific third
parties and other related parties
for non-operating purpose
Outstanding amount of funds of
the Company embezzled by a
former substantial shareholder, its
subsidiaries, the specific third
parties and other related parties
for non-operating purpose
Total
amount
recovered
during this
period
Settlement
Method
Amount
recovered
Time of
Settlement
(Month)
1 January 2009 30 June 2009
65,514.95 65,514.95 - - - -

As at the end of the Reporting Period, the total funds of the Group embezzled by a former substantial shareholder and its subsidiaries, the specific third parties and other related parties for non-operating reasons amounted to RMB655,149,500 in aggregate, of which, a total amount of RMB 650,694,100 was embezzled by a former substantial shareholder Guangdong Greencool and its associated companies (the “Greencool Companies”) and the specific third parties and the remaining balance of RMB4,455,400 was embezzled by other related parties.

2. Explanation from the Board on the development of the Company’s claims for all embezzled amounts during Reporting Period:

During the Reporting Period, the Company has stepped up its effort to recover the embezzled funds pursuant to the requirements of the 《關於進一步加快推進清欠工作的通知》(證監公司 字[2006]92號)(“Notice on Expediting the Loan Recovering Process” (Zheng Jian Gong Si Zi 2006 No. 92)). The progress is as follows:

The Company has initiated 19 proceedings with the total amount in dispute of RMB791 million. As at the date of this report, Foshan Intermediate Court has the judgments of first instance on all 19 cases. Currently, the judgments on 16 cases have become effective, involving a total amount of RMB710,000,000; 1 case has been withdrawn, involving an amount of RMB29,843,700; 1 case has been dismissed due to the insufficiency of evidence, involving an amount of RMB12,289,400; and 1 case is subject to a second trial upon appeal of the opposite parties, and therefore the previous judgment has not come into force. In respect of those cases with the judgments becoming effective, the Company has applied to Foshan Intermediate Court for the enforcement of the judgments.

The Company fully understands that the settlement of embezzled funds constitutes an irrevocable obligation of the management of Company. The Company will use its best endeavour to recover the funds, to reinforce its communication with relevant judiciary authorities, and to gather more evidence so as to secure the highest possibility of success in litigations. The Company has actively enforced the judgments.

VI. THE FINANCIAL REPORT FOR THIS REPORTING PERIOD IS UNAUDITED. THE COMPANY DID NOT CHANGE ITS AUDITOR DURING THIS REPORTING PERIOD. BDO MCCABE LO LIMITED, THE OVERSEAS AUDITOR, WAS RENAMED AS “BDO LIMITED” AS A RESULT OF INTERNAL INTEGRATION.

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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 Electrical Qingdao Hisense Electric Co., Ltd. Appliances” “Hisense Group” Hisense Company Limited “Hisense International” Hisense International (HK) Limited “Hisense Shandong” Hisense (Shandong) Air-Conditioner Co., Ltd. “Hisense Zhejiang” Hisense (Zhejiang) Air-Conditioner Co., Ltd. “Hisense Beijing” Hisense ( Beijing) Electric Company Limited “Hisense Nanjing” Hisense (Nanjing) Electrical Co., Ltd. “Hisense Mould” Qingdao Hisense Mould Company Limited. “Hisense Multimedia” Guangdong Hisense Multimedia Company Limited. “Guangdong Greencool” Guangdong Greencool Enterprise Development Company Limited “Greencool Companies” Guangdong Greencool and other related parties “Kelon Air-Conditioner” Guangdong Kelon Air-Conditioner Co., Ltd. “Kelon Fittings” Guangdong Kelon Fittings Co., Ltd. “Jiangxi Kelon” Jiangxi Kelon Industrial Development Co., Ltd. “Yangzhou Kelon” Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. “Huayi Compressor” Huayi Compressor Holdings Company Limited “Jiaxi Beila” Jiaxi Beila Compressor Company Limited “Tianjin Greencool” Greencool Refrigerant (China) Company Limited Hainan Greencool Environmental Protection Engineering Co. “Hainan Greencool” Ltd.

“Jinan San Ai Fu” “Tianjin Xiangrun” “Jiangxi Kesheng” “Tianjin Lixin”

“ Shenzhen Greencool” “Yangzhou Greencool” Jiangxi “Keda” “Wuhan Changrong” “Zhuhai Longjia” “Zhuhai Defa”

Jinan San Ai Fu Petrochemical Company Limited

Tianjin Xiangrun Trading Development Company Limited Jiangxi Kesheng Industry and Trading Company Limited

Tianjin Lixin Commercial Trading Development Company Limited.

Greencool Procurement (Shenzhen) Co., Ltd.

Yangzhou Greencool Venture Capital Company Limited Jiangxi Keda Plastic Technology Company Limited Wuhan Changrong Electrical Appliance Company Limited Zhuhai City Longjia Refrigerant Co., Ltd.

Zhuhai Defa Air-conditioner Fittings Company Limited

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“Zhuhai Greencool” Zhuhai Greencool Refrigeration and Engineering Co., Limited Beijing Greencool Refrigerant Replacement Engineering Co., “Beijing Greencool” Limited “Shenzhen Greencool Greencool Technology Development (Shenzhen) Company Technology” Limited “Shenzhen Greencool Greencool Technology Environmental Protection Engineering Environmental” (Shenzhen) Co., Ltd. “Foshan Intermediate Court” Intermediate People’s Court of Foshan City “CSRC” China Securities Regulatory Commission “Shenzhen Stock Exchange” Shenzhen Stock Exchange “RMB” Renminbi “Stock Exchange” The Stock Exchange of Hong Kong Limited

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