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Medlive Technology Co., Ltd. Interim / Quarterly Report 2011

Oct 27, 2011

50436_rns_2011-10-27_0f006f6e-30ab-4c53-9e5d-405487768c42.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)

2011 THIRD QUARTERLY REPORT

This announcement is made by Hisense Kelon Electrical Holdings Company Limited (the “Company”) in accordance with Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

§1 IMPORTANT NOTICE

1.1 The board of directors (the “Board”), the supervisory committee (the “Supervisory Committee”), the directors (the “Directors”), the supervisors (the “Supervisors”) and the senior management (the “Senior Management”) of the Company warrant that there are no false representation or misleading statements contained in, or material omissions from, this report; and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of the information contained herein.

1.2 No Directors, Supervisors or Senior Management have failed to warrant or expressed any disagreement on the truthfulness, accuracy and completeness of the contents of this 201 1 third quarterly report.

1.3 All Directors attended the meeting.

1.4 The financial report of the Company for the third quarter of 2011 has not been audited by accountants.

1.5 Mr. Tang Ye Guo, the chariman of the Company and Mr. Wang Hao, the person in charge of finance, warrant the accuracy and completeness of the contents of the financial report in the quarterly report .

1.6 The full text of the Company’s balance sheet, income statement and cash flow statements are published on the website as designated by the Shenzhen Stock Exchange for release of information: http://www.cninfo.com.cn.

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§2 BASIC INFORMATION OF THE COMPANY

2.1 Major Accounting Data and Financial Indicators

Major Financial Data and Indicators

Unit: RMB Unit: RMB Unit: RMB Unit: RMB Unit: RMB
Items 30 Sb 31 Db 2010 Changes
(%)
eptemer
2011
ecemer
Total Assets(RMB) 7,821,462,138.61 8,018,968,919.84 -2.46
Owner’s interests attributable to
shareholders of listed company
(RMB)
868,910,586.53 541,241,410.07 60.54
Share capital(shares) 1,354,054,750.00 1,354,054,750.00 -
Net asset value per share
attributable to shareholders of
listed company (RMB/ share)
0.6417 0.3997 60.54
Items July – September
2011
Increase/ decrease
when compared
with corresponding
period of last
year(%)
Increase/
decrease
when
compared
with
correspondi
ng period of
last year
(%)
January –
September 2011
Total operatingincome(RMB) 4,605,943,673.53 -5.25 15,340,852,382.26 6.70
Net profit attributable to
shareholders of the listed
company (RMB)
42,580,755.46 -69.45 328,419,480.49 -29.94
Net cash flow from operating
activities(RMB)
-- -- 64,356,935.60 -91.02
Net cash flow per share from
operatingactivities(RMB/Share)
-- -- 0.0475 -91.02
Basic earnings per share
(RMB/share)
0.0314 -69.45 0.2425 -30.85
Diluted earnings per share
(RMB/share)
0.0314 -69.45 0.2425 -30.85
Weighted average rate of return
on net assets(%)
5.03% -88.36 46.58% -89.50
Weighted average rate of return
on net assets after deducting
extraordinary profit and loss
(%)
4.19% -79.65 37.70% N/A

Note: For January to September 2011, the net profit of the Company attributable to shareholders of the listed company after deducting extraordinary profit and loss is RMB 265,820,448.01, representing 6.62% increase compared with corresponding period of last year.

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Unit: RMB Unit: RMB
Extraordinary profit and loss items Amounts
Profit or loss from disposal of non-current assets 43,624,700.03
Government subsidy recorded in the profits or losses of the current
period (except government subsidy which is closely related to the
Company’s normal operation, in compliance with the State policies
and continuouslyentitled for standard amount orquantities)


13,633,315.36
Gain or loss on debt restructuring 30,000.00
Net non-operating income and expenses other than those stated
above
10,338,478.36
Total extraordinary profit or loss 67,626,493.75
Effect of minority interests -1,747,148.32
Effect of income tax -3,280,312.95
Total extraordinary profit or loss after deducting income tax and
minorityinterests
62,599,032.48

2.2 Table showing total number of shareholders and the shareholding of the top ten holders of shares not subject to selling restrictions at the end of the reporting period

Unit:shares Unit:shares Unit:shares Unit:shares
Total number of shareholders at the end of 37,731
the reporting period
The shareholding of the top ten holders of shares not subject to selling restrictions
Number of shares not
subject to selling
Name of Shareholder Class
restrictions held at the
end of the period
HKSCC Nominees Limited Note 457,573,208 Overseas listed foreign
shares
China Huarong Asset Management Corporation 30,400,000 RMB ordinaryshares
China Construction Bank – Penghua Value Advanced
Stock Fund

9,000,000
RMB ordinary shares
Construction Bank of China –
Bosera Strategy
Dynamic Asset Allocation Mixed Type EquityFund

6,999,733
RMB ordinary shares
Yuyang Securities Investment Fund 6,199,673 RMB ordinaryshares
Zhang Shaowu 6,110,200 RMB ordinary shares

3

The Industrial and Commercial Bank of China – Lion
Flexible Allocation Stock Fund

3,780,227
RMB ordinary shares
Xian Zhuoqun Investment Management Limited 2,000,000 RMB ordinary shares
Yan Xinyao 1,885,739
RMB ordinary shares
Song Chenghai 1,663,438 RMB ordinary shares

Note: 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 during the reporting period and became holder of 27 million H shares in total, representing 1.99% of the total number of shares of the Company.

§3 SIGNIFICANT MATTERS

3.1 The details of and reasons for significant changes of the principal accounting items and financial indicators

√Applicable  Not applicable

Unit: RMB

Balance sheet
items
Closing amount Opening amount Percentage
change (%)
Reason for change
Notes
receivable
644,325,047.97 385,982,498.33 66.93 The Company is at its peak
season for sales at the end of
the
reporting
period
and
therefore increase in sales leads
to the increase in receivables at
the end of the reporting period.
Construction in
progress
93,046,912.79 166,835,913.79 -44.23 Transferred out mainly due to
completion of construction of
Yangzhouproduction line.
Financial
liabilities held
for trading
- 5,960,727.44 -100.00 Transferred out for expiry of
forward contracts.
Notes payable 471,669,300.00 810,263,300.00 -41.79 Notes due for repayment.
Receipts
in
advance
562,495,825.64 950,206,943.91 -40.80 Receipts
in
advance
from
distributors
decreased
with
increase in goods picked up by
distributors.
Taxes payable -70,003,933.01 -209,997,869.00 -66.66 Mainly decrease in input tax to
be deducted.
Dividends
payable
9,098,911.85 3,208,911.85 183.55 Increase in dividends payable
to Hisense (Beijing) Electric
Co., Ltd and Hisense (Nanjing)
Electric
Co.,
Ltd,
both
subsidiaries
Income
statement
items
Reason for change
Amount for the
Amount for the
Percentage
period prior period change (%)
Business taxes
and surcharges
45,277,137.52 14,348,957.05 215.54 Mainly
increase
in
city
construction tax and education
surcharges.
Gain on change 6,586,925.09 4,485,836.41 46.84 Mainly increase in gain on

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in fair value forward exchange contracts.
Non-operating
revenue
158,957,835.09 290,812,128.43 -45.34 Mainly decrease in energy
savingsubsidyreceived.
Income
tax
expenses
14,704,314.90 25,927,122.97 -43.29 Mainly decrease in profit of
some
subsidiaries,
lowering
income taxespayable.
Cash flow
statement
items
Reason for change
Amount for the
Amount for the
Percentage
period prior period change (%)
Tax
refund
received
481,213,212.89 364,747,260.69 31.93 Mainly increase in export tax
refund received.
Other
cash
received
relating
to
operating
activities
282,812,663.37 455,681,258.21 -37.94 Mainly decrease in energy
saving subsidy received.
Cash paid for
goods
purchased and
services
received
4,048,545,709.56 2,959,403,286.94 36.80 Due to increase in purchases in
line with growth in sales, and
notes payable due for payment.
Cash received
from
disposal
of investments
96,405,748.87 154,881,932.12 -37.76 Mainly decrease in amount
recovered from investment in
Huayi Compressor.
Cash received
from
borrowings
1,800,897,375.66 1,141,212,257.59 57.81 Increase in financing activities
from factoring in line with
growth in export sales.
Cash paid for
debt repayment
1,944,835,547.45 1,329,215,535.47 46.31 Increase in financing activities
from factoring in line with
growth in export sales.

3.2 Development of significant matters and analysis of their impacts and solutions

3.2.1 Non-standard opinion

√Applicable □Not applicable

BDO CHINA LI XIN DA HUA Certified Public Accountants CO., LTD issued an auditor’s report with qualified opinion for the 2010 financial report of the Company. The Board of the Company has given detailed explanation on the matters relating to the auditor’s opinion in the 2010 annual report, details of which can be found in the 2010 annual results announcement of the Company published on the website of the Stock Exchange (http://www.hkex.com.hk) on 30 March 2011. As at the date of this report, there was no real progress in relation to such matters.

3.2.2 Provision of funds to controlling shareholder or its related parties, or provision of external guarantee in violation of prescribed procedures by the Company

□Applicable √Not applicable

3.2.3 Entering into and performance of material contracts in ordinary course of business

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□Applicable √Not applicable

3.2.4 Funds Embezzled For Non-operating Purposes and Their Settlement Progress

Details of Funds Embezzled For Non-operating Purposes and Their Settlement can be found in the 2010 annual results announcement of the Company published on the website of the Stock Exchange (http://www.hkex.com.hk) on 30 March 2011. The Company is proactively facilitating the execution of the judgments that have come into force by the relevant judiciary authorities.

3.2.5 Material litigations and arbitrations of the Company

There is one outstanding material litigation or arbitration of the Company and its subsidiaries with the amount in dispute exceeding RMB10,000,000 as at the date of this announcement, the basic information of which are as follows:

Name of case Amount
in dispute
RMB
(in
ten
thousand)
Particulars of the
case
Status
Hisense
Ronshen(Guangdong)
Refrigerator Co Ltd.
against
Xi’an Kelon Cooling
Co., Ltd. in relation to
a sale and purchase
contract
9,998.41 Since February 2004,
Ronshen
Refrigerator
has
repeatedly
provided Xi’an Kelon
fundings
and
prepayments
in
an
aggregate amount of
RMB89,184,100
to
support
the
latter’s
production. The two
parties
later
entered
into
a
repayment
agreement, but Xi’an
Kelon has failed to
perform
such
agreement. Therefore,
Ronshen
Refrigerator
initiated
the
proceedings
in
the
Foshan
Intermediate
Court,
demanding
Xi’an Kelon to refund
the payment for goods
and
the
related
expenses.
In December 2008, the Foshan
Intermediate Court dismissed
the claim due to insufficiency
of factual and legal evidence.
Ronshen Refrigerator made an
appeal.
The
Guangdong
Province Higher Court has
revoked the judgment of the
Foshan Intermediate Court (Fo
Zhong Fa Min Er Zi No. 88
(2007)) and the case was to be
re-tried
by
the
Foshan
Intermediate Court. The case
has been re-opened at the
Foshan Intermediate Court for
re-trial
in
February
2011.
Foshan
Intermediate
Court
requested
audit
to
be
conducted on the payment for
goods and other debt of the
defendant.
In
June
2011,
Foshan
Intermediate
Court
determined
by
ballot
two
accounting
firms
for
conducting the judicial audit.
The
judicial
audit
is
in
progress.

3.2.6 Major acquisition and disposal of assets and/or merger

6

□Applicable √Not applicable

3.2.7 Share Option Incentive Scheme

√ Applicable □ Not Applicable

The related examination and approval procedure of the Company’s first Share Option Incentive Scheme has been completed. During the reporting period, the board of directors of the Company has conducted and completed the registration for the grant of share options under the First Share Option Incentive Scheme of Hisense Kelon Electrical Holdings Company Limited, which has been reviewed by Shenzhen Stock Exchange with no objection, and reviewed and confirmed by Shenzhen branch of China Securities Depository and Clearing Corporation Limited.

3.3 Performance of undertakings given by the Company, shareholders and controlling parties

√ Applicable □ Not Applicable

Qingdao Hisense Air-Conditioning Company Limited, the controlling shareholder of the Company, has given undertakings in respect of avoidance of competition in the industry, regulation and minimization of connected transactions, maintenance of the independence of the listed company and the lock-up period for additional shares received under this reorganization. Details are available in the “Announcement on shareholder undertakings in relation to the non-public issue of shares” published by the Company on http://cninfo.com.cn on 9 June 2010. The above undertakings are currently being performed by Qingdao Hisense Air-Conditioning Company Limited.

3.4 Warnings and explanations of any forecasted losses or significant changes to accumulated net profit from the beginning of the year to the end of next reporting period compared to the same period last year.

□Applicable √Not Applicable

3.5 Other material matters required to be disclosed

3.5.1 Information about securities investment

□Applicable √Not Applicable

3.5.2 Information about shareholding in other listed companies by the Company

√Applicable □Not Applicable

Unit:RMB

Stock
code
Stock Initial
i
Shareholding
i
Carrying
amount at the
Profit and
loss for the
Changes in
ownership
interests
for the
abbreviation nvestment
t
percentage n
th
end of the Reporting
amoun e company period Period

7

Reporting
Period
000404 Huayi
Compressor
41,686,088.96 6.45% 42,901,503.71 1,233,332.82 -

3.5.3 Information about the shareholdings in non-listed financial enterprises or companies proposed to be listed

□Applicable √Not applicable

3.5.4 Table setting out the reception activities in respect of research, communications and visits during the reporting period

√ Applicable □ Not Applicable

Time of meeting Venue of
meeting
Mode of
meeting
Targets of meeting Major topic
discussed and
information
provided
15 September 2011 Company Field
research
First-Trust Fund Management Co., Ltd.,
Everbright
Securities
Co.,
Ltd.,
Industrial Securities Co., Ltd., Fullgoal
Fund Management Co., Ltd., AXA
SPDB Investment Managers Co., Ltd.,
Bank of Communications Schroders
Fund Management Co. Ltd., Cathay Life
Insurance Co., Ltd., Pacific Asset
Management
Co.,
Ltd.,
Donghai
Securities Co., Ltd.
Major topic
discussed included:
Current operating
status and future
development
strategy for
operation of the
Company.
Information
provided:
Nil

3.6 Derivatives investment

√ Applicable □ Not Applicable

The derivatives business of the Company mainly Risk analysis of positions in derivatives during the represents the foreign exchange derivatives business reporting period and explanations of risk control used to avoid the risk of foreign exchange measures (including but not limited to market risk, fluctuations related to the overseas sales receivables. liquidity risk, credit risk, operation risk, legal risk The Company determines a reasonable range of etc.) foreign exchange rates to achieve the hedging

8

purpose.

The Company has formulated the “Management Measures for the Foreign Exchange Capital Business”. The measures specifically regulate the basic principles, operation rules, risk control measures and internal controls that shall be followed when engaging in the business of the foreign exchange 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. The assessment of the fair value of the derivatives carried out by the Company mainly represents the outstanding foreign exchange forward contracts Changes in market price or product fair value of entered into by the Company and banks, which are invested derivatives during the reporting period, recognized as transactional financial assets or where specific methods and relevant assumptions liabilities based on the difference between the and parameters used shall be disclosed in the quotation of the outstanding foreign exchange analysis of derivatives’ fair value forward contracts and the forward exchange rate as at the end of the period. During the reporting period, the Company recognized a gain of fair value changes of the derivatives of RMB6.5869 million. Explanations of any significant changes in the During the reporting period, there were no material Company’s accounting policies and specific changes in the accounting policy and specific accounting and auditing principles on derivatives accounting and auditing principles for the between the reporting period and the last reporting Company’s derivatives business as compared to last period reporting period. The opinion of the independent directors: Starting the foreign exchange derivatives business by the Company enables the Company to avoid the risk of Specific opinions of independent Directors, foreign exchange fluctuations. The Company has sponsor or financial advisor on the derivatives formulated the “Management Measures for the investment and risk control of the Company Foreign Exchange Capital Business”, which have adopted targeted risk control measures that are practicable.

3.6.1 Positions in derivatives investment at the end of the reporting period

√ Applicable □ Not Applicable

Unit: RMB (in ten thousand)

Gain or loss Percentage
of

during the
contract amount at
Contract amount at
Contract amount at

Reporting
the end of the period
Type of contract the beginning of the end of the
Period to
net
assets
of
the period period
attributable to equity
holders
of
the

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Company at the end
of
the
Reporting
Period(%)
Foreign exchange 138,989.87 160,087.89 2,661.66 184.24
derivatives contracts
Total 138,989.87 160,087.89 2,661.66 184.24

§ 4 Auditor’s Opinion: Unaudited

This quarterly report is prepared in Chinese and English respectively. In case of inconsistency, the Chinese text of this quarterly report shall prevail over its English text.

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo

Chairman

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Ren Li Ren, Ms. Yu Shu Min, Mr. Lin Lan and Mr. Xiao Jian Lin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Wang Xinyu and Mr. Wang Ai Guo.

Foshan City, Guangdong, the PRC, 27 October 2011

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