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Medlive Technology Co., Ltd. — Interim / Quarterly Report 2013
Aug 27, 2013
50436_rns_2013-08-27_a2877084-f317-48a3-9b2f-c3fcf279ba33.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)
2013 INTERIM RESULTS ANNOUNCEMENT
The Board of Directors (the “Board”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) hereby announces the unaudited interim results of the Company and its subsidiaries (collectively referred to as the “Group”) for the six months ended 30 June 2013 (the “Reporting Period”) together with comparative figures for the corresponding period in 2012. This interim results announcement has been reviewed by the Company’s Audit Committee.
FINANCIAL INFORMATION PREPARED IN ACCORDANCE WITH CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES
(Unless otherwise specified, all amounts are denominated in RMB)
Consolidated Balance Sheet
| Consolidated Balance Sheet | |||
|---|---|---|---|
| Item | Note | 30 June2013 | 31 December 2012 |
| Assets | |||
| Current assets | |||
| Cash at bank and on hand | 482,037,947.82 | 516,065,467.96 | |
| Financial assets held for trading | 46,422,791.91 | 10,678,293.47 | |
| Notes receivable | 2,882,578,671.26 | 1,558,766,192.61 | |
| Trade receivables | 5 | 2,765,496,446.96 | 1,455,882,205.49 |
| Prepayments | 354,779,533.88 | 304,301,601.58 | |
| Others receivables | 346,165,320.56 | 342,722,165.14 | |
| Inventories | 2,130,804,519.72 | 1,738,441,110.15 |
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| Other current assets | 5,949,628.02 | 3,309,064.74 | |
|---|---|---|---|
| Total current assets | 9,014,234,860.13 | 5,930,166,101.14 | |
| Non-current assets | |||
| Long-term equity investments | 816,946,731.38 | 751,925,728.90 | |
| Investment properties | 35,196,454.42 | 36,446,602.09 | |
| Fixed assets | 1,916,802,239.52 | 1,909,832,448.93 | |
| Construction in progress | 217,503,429.93 | 68,344,253.58 | |
| Fixed assets pending for disposal | 878,923.59 | ||
| Intangible assets | 485,654,752.37 | 495,496,878.49 | |
| Long-term prepaid expenses | 677,405.11 | 827,939.58 | |
| Deferred tax assets | 6,145,450.99 | 7,294,688.02 | |
| Total non-current assets | 3,479,805,387.31 | 3,270,168,539.59 | |
| Total assets | 12,494,040,247.44 | 9,200,334,640.73 | |
| Liabilities and shareholders’ equity | |||
| Current liabilities | |||
| Short-term borrowings | 82,800,589.12 | 30,309,453.94 | |
| Financial liabilities held for trading | 164,231.22 | ||
| Notes payable | 1,823,641,678.89 | 1,432,852,210.08 | |
| Trade payables | 6 | 4,352,333,112.10 | 2,335,425,936.47 |
| Advances from customers | 505,065,375.74 | 837,065,771.59 | |
| Employee remunerations payable | 221,804,411.01 | 223,662,684.56 | |
| Taxes payable | -31,531,487.94 | -48,994,818.36 | |
| Interestspayable | 202,930.49 | ||
| Dividendspayable | 2,067.02 | 2,067.02 | |
| Otherpayables | 1,782,395,594.78 | 1,581,294,492.81 | |
| Other current liabilities | |||
| Total current liabilities | 779,886,418.44 | 566,406,795.92 | |
| Non-current liabilities | 9,516,397,759.16 | 6,958,391,755.74 | |
| Provisions | 313,452,854.53 | 311,862,482.54 | |
| Other non-current liabilities | 54,785,214.26 | 56,872,390.49 | |
| Total non-current liabilities | 368,238,068.79 | 368,734,873.03 | |
| Total liabilities | 9,884,635,827.95 | 7,327,126,628.77 | |
| Shareholders’ equity | |||
| Share capital | 1,354,054,750.00 | 1,354,054,750.00 |
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| Capital reserve | 2,099,239,900.16 | 2,101,650,386.96 | |
|---|---|---|---|
| Surplus reserves | 145,189,526.48 | 145,189,526.48 | |
| Undistributed profits | -1,392,579,425.40 | -2,099,392,002.85 | |
| Difference on translation of foreign currencyfinancial statements |
10,495,696.60 | 10,539,505.90 | |
| Total equity attributable to shareholders of the Company |
2,216,400,447.84 | 1,512,042,166.49 | |
| Minority interests | 393,003,971.65 | 361,165,845.47 | |
| Total shareholders’ equity | 2,609,404,419.49 | 1,873,208,011.96 | |
| Total liabilities and shareholders’ equity |
12,494,040,247.44 | 9,200,334,640.73 | |
| Consolidated Income Statement | |||
| Item | Note | January to June 2013 | January to June 2012 |
| Revenue | 7 | 12,992,870,024.48 | 9,967,726,766.93 |
| Cost of sales | 7 | 10,250,224,907.55 | 7,982,126,495.52 |
| Business taxes and surcharges | 49,585,982.21 | 32,387,549.72 | |
| Sellingand distribution expenses | 1,754,021,512.96 | 1,310,271,064.86 | |
| General and administrative expenses | 354,200,313.53 | 299,727,610.10 | |
| Financial expenses | 8 | 12,612,656.22 | 25,298,032.29 |
| Impairment losses on assets | 6,688,362.49 | 3,344,640.11 | |
| Gain from changes in fair value | 35,908,729.66 | -14,092,955.53 | |
| Investment income | 9 | 154,056,030.47 | 100,107,033.46 |
| Including: Share of profit of associates and joint ventures |
119,561,283.99 | 76,114,854.35 | |
| Operating profits | 755,501,049.65 | 400,585,452.26 | |
| Non-operating income | 13,979,505.92 | 11,588,454.87 | |
| Non-operatingexpenses | 4,458,356.04 | 4,710,751.58 | |
| Including: Losses on disposal of non-current assets |
1,436,232.09 | 1,985,884.72 | |
| Totalprofit | 765,022,199.53 | 407,463,155.55 | |
| Less: Income tax expenses | 10 | 19,895,297.20 | 5,621,187.99 |
| Netprofit | 745,126,902.33 | 401,841,967.56 | |
| Profits realized by consolidated parties prior to consolidation |
|||
| Net profit attributable to shareholders of theCompany |
706,812,577.45 | 379,870,618.69 | |
| Minorityinterests | 38,314,324.88 | 21,971,348.87 |
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| Earnings per share | |||
|---|---|---|---|
| Basic earningsper share | 13 | 0.522 | 0.2805 |
| Diluted earnings per share | 13 | 0.522 | 0.2805 |
| Other comprehensive income | -4,419,540.36 | -104,803.89 | |
| Total comprehensive income | 740,707,361.97 | 401,737,163.67 | |
| Total comprehensive income attributable to the shareholders of the Company |
702,393,037.09 | 379,765,814.80 | |
| Total comprehensive income attributable to minorityinterests |
38,314,324.88 | 21,971,348.87 |
Note:
1. General information
Hisense Kelon Electrical Holdings Company Limited (the “Company”) is a joint stock limited company incorporated in the People’s Republic of China (the “PRC”) on 16 December 1992. The Company’s overseas listed public shares (the “H Shares”) were listed on The Stock Exchange of Hong Kong Limited on 23 July 1996, whereas the Company’s domestic shares (the “A Shares”) were listed on the Shenzhen Stock Exchange on 13 July 1999.
On 29 January 2007, a share reform scheme (the “Reform of Non-tradable Shares Scheme”) was formulated and the scheme was approved in the A shares general meeting, and further approved by Ministry of Commerce PRC on 22 March 2007. After completion of the Reform of Non-tradable Shares Scheme, the Company’s non-freely transferable domestic legal person shares were converted into freely transferable A shares (“Transferable Shares”).
On 31 August 2009, the Company constituted a major asset reorganization and entered into conditional sale and purchase agreement regarding the acquisition of the white goods assets and business (the “White Goods Business”) of Hisense Air-Conditioning(the “Acquisition”). The Acquisition was approved by the CSRC (PRC’s China Securities Regulatory Commission) on 2 3 March 2010. On 10 June 2010, the Company allotted and issued 362,048,187 A shares to Hisense Air-Conditioning for the Acquisition.
As at 30 June 2013, Hisense Air-Conditioning held 612,316,909 shares, representing 45.22% of the Company’s total issued share capital and continued to be the immediate controlling shareholder.
In the opinion of the directors of the Company, as at 30 June 2013, Hisense Company Limited (“Hisense Group”), a state-owned enterprise incorporated in the PRC, is regarded as the ultimate controlling shareholder.
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The English names by which some of the companies are referred to in these financial statements represent management’s best efforts in translating their Chinese names as no English names have been registered for these companies. The Group, comprising the Company and its subsidiaries, is principally engaged in the manufacture and sale of refrigerators and air-conditioners.
The address of the registered office and principal place of business of the Company is No. 8 Ronggang Road, Ronggui, Shunde, Foshan, the PRC.
2. Basis of preparation
These financial statements were prepared in accordance with the Basic Standards and 38 specific standards of the Accounting Standards for Business Enterprises issued by the Ministry of Finance on 15 February 2006, and Application Guidance for the Accounting Standards for Business Enterprises, Interpretations of Accounting Standards for Business Enterprises and other relevant regulations issued thereafter, (hereafter referred to as “Accounting Standards for Business Enterprises”, or “CAS”), and the disclosure requirements in the Preparation Convention of Information Disclosure by Companies Offering Securities to the Public No. 15-General Provisions on Financial Reporting (revised 2010) issued by the China Securities Regulatory Commission).
The Company is listed in both Mainland and Hong Kong stock exchanges, apart from the relevant regulations mentioned above, the financial statements also comply with applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the disclosure requirements of the Hong Kong Companies Ordinance.
3. Significant changes in accounting policies
There are no significant changes in the accounting policies, accounting estimate applied in preparing of these financial statements.
4. Segment information
The Group manages its business by divisions which are organized by a mixture of both business lines and geography. The information is reported internally to the Group’s most senior executive management for the purpose of resource allocation and performance assessment, the Group has identified the following three reportable segments: refrigerators, air-conditioners, and others (including freezers, product components and other electrical household appliances).
(1) Segment information as at and for the year ended 30 June 2013 is as follows:
| Amount for current period |
Refrigerators | Air-conditioners | Others | Elimination | Total |
|---|---|---|---|---|---|
| 1. Revenue from external sales |
5,310,974,333.09 | 5,056,633,164.27 | 1,422,408,072.62 | 11,790,015,569.98 | |
| 2. Revenue from | 418,300,423.53 | -418,300,423.53 | - |
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| inter-segment 3. Share of profit of associates and joint ventures 4. Depreciation and amortization 5. Gain from changes in fair value 6.Impairment losses on assets 7. Total profit (total loss) 8. Income tax expenses 9. Net profit (net loss) 10. Total assets 11.Total liabilities 12.Additions to other non-current assets other than long-term equity investments |
|||||
|---|---|---|---|---|---|
| -2,470,987.60 | 121,979,146.56 | 53,125.03 | 119,561,283.99 | ||
| 85,068,748.69 | 51,701,398.96 | 41,390,385.48 | 178,160,533.13 | ||
| 16,554,916.79 | 17,229,470.87 | 2,124,342.00 | 35,908,729.66 | ||
| 11,956,511.90 | -9,510,584.38 | 4,242,434.97 | 6,688,362.49 | ||
| 314,169,421.61 | 307,783,454.94 | 170,302,847.72 | -27,233,524.73 | 765,022,199.54 | |
| 14,175,902.03 | 2,892,139.46 | 2,827,255.71 | 0.00 | 19,895,297.20 | |
| 299,993,519.58 | 304,891,315.48 | 167,475,592.01 | -27,233,524.73 | 745,126,902.34 | |
| 9,807,702,069.13 | 7,865,318,736.17 | 4,155,705,343.07 | -9,334,685,900.92 | 12,494,040,247.45 | |
| 6,645,377,520.93 | 6,271,972,667.65 | 3,043,524,454.00 | -6,076,238,814.64 | 9,884,635,827.94 | |
| 154,190,832.73 | -9,421,775.75 | -153,211.74 | - | 144,615,845.24 |
Segment information as at and for the corresponding period ended 30 June 2012 is as follows:
| follows: | |||||
|---|---|---|---|---|---|
| Amount for last period | Refrigerators | Air-conditioners | Others | Elimination | Total |
| 1. Revenue from external sales |
4,266,279,741.67 | 3,756,832,970.87 | 1,023,584,317.40 | - | 9,046,697,029.94 |
| 2. Revenue from inter-segment |
297,586,244.28 | -297,586,244.28 | - | ||
| 3. Share of profit oft in associates and joint ventures |
5,090,008.50 | 70,973,958.34 | 50,887.51 | 76,114,854.35 | |
| 4. Depreciation and amortization |
86,810,799.69 | 60,015,847.27 | 35,999,483.10 | 182,826,130.06 | |
| 5. Gain from changes in fair value |
-14,092,955.53 | -14,092,955.53 | |||
| 6.Impairment losses on assets |
1,278,358.84 | -2,494,454.87 | 4,560,736.13 | 3,344,640.10 | |
| 7. Total profit (total loss) | 212,840,495.81 | 139,639,464.49 | 79,199,810.15 | -24,216,614.91 | 407,463,155.54 |
| 8. Income tax expenses | 5,621,187.99 | 5,621,187.99 | |||
| 9. Net profit (net loss) | 212,840,495.81 | 139,639,464.49 | 73,578,622.16 | -24,216,614.90 | 401,841,967.56 |
| 10. Total assets | 9,806,768,033.17 | 6,280,156,296.35 | 4,185,809,253.34 | -10,483,875,978.47 | 9,788,857,604.39 |
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| 11. Total liabilities | 7,136,336,152.06 | 5,201,670,930.50 | 3,254,649,945.87 | -7,366,909,363.55 | 8,225,747,664.88 |
|---|---|---|---|---|---|
| 12.Additons to other non-current assets other than long-term equity investments |
29,748,556.73 | -29,324,433.16 | -40,285,239.62 | - | -39,861,116.05 |
(2) Geographical Information
| Item | January to June 2013 | January to June 2012 |
|---|---|---|
| Revenue from external customers - Mainland |
8,226,727,331.31 | 5,893,113,321.84 |
| Revenues from external customers - Overseas |
3,563,288,238.67 | 3,153,583,708.10 |
| Total | 11,790,015,569.98 | 9,046,697,029.94 |
| Non-current assets - Mainland | 3,070,002,608.89 | 2,853,489,324.27 |
| Non-current assets - Overseas | 409,802,778.42 | 416,679,215.32 |
| Total | 3,479,805,387.31 | 3,270,168,539.59 |
*The Company is mainly operated in Mainland China, where the majority of non-current assets are located as well,therefore no further detailed geographical information is required to be reported.
5. Trade receivables
- (1) On 13 December 2006, the transaction in respect of transfer of shares of the Company between the preceding immediate controlling shareholder, Guangdong Greencool Enterprise Development Company Limited (“Greencool Enterprise”), which is owned by the Company’s former chairman, Mr. Gu Chu Jun (“Mr. Gu”), and Hisense Air-Conditioning was completed. Upon completion, Mr. Gu, Greencool Enterprise and its affiliates and companies suspected to be connected with Mr. Gu were no longer connected with the Group. Accordingly, no related party disclosures were made in respect of Greencool Enterprise and its affiliates and companies suspected to be connected with Mr. Gu for the year. Details of trade receivables, including the balances with Greencool Enterprise and its affiliates and companies suspected to be connected with Mr. Gu (“Greencool Companies”), are disclosed as follows:
| follows: | ||||
|---|---|---|---|---|
| Company name | 30 June 2013 | 31 December 2012 | ||
| Ending Balance | Provision for bad debts |
Ending Balance | Provision for bad debts |
|
| Hefei Weixi Electrical Appliance Co.,Ltd. |
18,229,589.24 | 7,805,094.62 | 18,229,589.24 | 7,805,094.62 |
| Wuhan Changrong | 20,460,394.04 | 14,921,847.02 | 20,460,394.04 | 14,921,847.02 |
| Total | 38,689,983.28 | 22,726,941.64 | 38,689,983.28 | 22,726,941.64 |
-
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-
(2) Normal credit term of 60 days is granted to customers. The Group allows a credit term of not exceeding one year for large and well-established customers. Sales are usually settled by cash on delivery for small and new customers. Trade receivables are non-interest bearing.
The aging of trade receivables is analyzed as follows (excluding the above Greencool Companies):
| Companies): | ||
|---|---|---|
| Item | 30 June 2013 | 31 December 2012 |
| Within three months | 2,747,802,363.96 | 1,432,725,055.88 |
| Over three months but within six months |
1,280,483.71 | 1,612,142.13 |
| Over six months but within one year |
1,157,212.04 | 11,486,360.10 |
| Over one year | 161,490,927.72 | 161,579,416.05 |
| Total | 2,911,730,987.43 | 1,607,402,974.16 |
| Less: provision for bad debts | 162,197,582.11 | 167,483,810.31 |
| 2,749,533,405.32 | 1,439,919,163.85 |
6. Trade payables
The aging of trade payables is analysed as follows:
| Item | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Within one year | 4,205,189,334.19 | 2,197,488,131.14 |
| Over one year | 147,143,777.91 | 137,937,805.33 |
| Total | 4,352,333,112.10 | 2,335,425,936.47 |
7. Revenue and cost of sales
| Item | January to June 2013 | January to June 2012 |
|---|---|---|
| Revenue from main operations | 11,790,015,569.98 | 9,046,697,029.94 |
| Revenue from other operations | 1,202,854,454.50 | 921,029,736.99 |
| Total | 12,992,870,024.48 | 9,967,726,766.93 |
| Item | January to June 2013 | January to June 2012 |
| Cost of main operations | 9,138,714,099.92 | 7,148,843,737.01 |
| Cost of other operations | 1,111,510,807.63 | 833,282,758.51 |
| Total | 10,250,224,907.55 | 7,982,126,495.52 |
8. Financial expenses
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| Item | January to June 2013 | January to June 2012 |
|---|---|---|
| Interest expenses | 326,455.49 | 19,474,229.65 |
| less: interest income | 1,437,999.50 | 1,420,787.63 |
| Gain/(loss) on Foreign Exchange | 35,447,916.96 | 805,245.62 |
| Others | -21,723,716.73 | 6,439,344.65 |
| Total | 12,612,656.22 | 25,298,032.29 |
9. Investment Income
(1) Summary of investment income
| 9. Investment Income (1)Summaryof investment income |
||
|---|---|---|
| Item | January to June 2013 | January to June 2012 |
| Income from long-term equity investment - the cost method |
4,750,000.00 | 3,800,000.00 |
| Income from long-term equity investment - the equitymethod |
119,561,283.99 | 76,114,854.35 |
| Income from disposal of long-term equity investment |
23,335,449.55 | - |
| Income from disposal of financial assets held for trading |
6,409,296.93 | 20,192,179.11 |
| Total | 154,056,030.47 | 100,107,033.46 |
| (2)Income from long-term equityinvestment - the cost method | ||
| Investee | January to June 2013 | January to June 2012 |
| Qingdao Hisense International Marketing Co,.Ltd. |
4,750,000.00 | 3,800,000.00 |
| Total | 4,750,000.00 | 3,800,000.00 |
| (3)Income from long-term equityinvestment - the equitymethod: | ||
| Investee | January to June 2013 | January to June 2012 |
| Huayi Compressor | 3,776,668.68 | 2,154,188.99 |
| Hisense-Whirlpool | -6,247,656.28 | 2,935,819.51 |
| Attend Logistics Co,. Ltd. | 53,125.03 | 50,887.51 |
| Hisense Hitachi | 121,979,146.56 | 70,973,958.34 |
| Total | 119,561,283.99 | 76,114,854.35 |
10. Income tax expenses
| Total 10. Income tax expenses |
119,561,28 | 3.99 76,11 |
|---|---|---|
| Item | January to June 2013 | January to June 2012 |
| Income tax expenses | 18,746,060.17 | 6,650,269.20 |
| Inc: Current income tax calculated according to tax law and related regulations in Mainland China |
18,746,060.17 | 6,650,269.20 |
| Current income tax calculated accordingto tax law and |
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| related regulations in Hong Kong |
||
|---|---|---|
| Deferred tax expenses | 1,149,237.03 | -1,029,081.21 |
| Total | 19,895,297.20 | 5,621,187.99 |
Certain subsidiaries have been recognised as “high technology” companies and are entitled to a preferential tax rate of 15% (2012: 15%). Other certain subsidiaries of the Company are foreign invested enterprises, which are entitled to a preferential tax rate under the transitional preferential policy pursuant to the Enterprise Income Tax Law. The preferential policy has expired and the tax rate for this term is 25% (2012: 12.5%).
Hong Kong Profits Tax is calculated at 16.5% (2012: 16.5%) of the estimated assessable profits.
Except as disclosed above, the Company and other group entities, which were established and operated in the PRC, are subject to EIT at a standard rate of 25% (2012: 25%).
11. Net Current Assets
| 11. Net Current Assets | ||
|---|---|---|
| Item | 30 June 2013 | 31 December 2012 |
| Current Assets(Consolidated) | 9,014,234,860.13 | 5,930,166,101.14 |
| Less : Current Liabilities (Consolidated) |
9,516,397,759.16 | 6,958,391,755.74 |
| Net Current Assets(Consolidated) | -502,162,899.03 | -1,028,225,654.60 |
| Current Assets(the Company) | 6,785,532,249.21 | 4,730,456,072.49 |
| Less :Current Liabilities (the Company) |
7,597,492,051.01 | 5,672,829,625.08 |
| Net Current Assets(the Company) | -811,959,801.80 | -942,373,552.59 |
12.Total Assets Less Current Liabilities
| Item | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Total Assets(Consolidated) | 12,494,040,247.44 | 9,200,334,640.73 |
| Less : Current Liabilities (Consolidated) |
9,516,397,759.16 | 6,958,391,755.74 |
| Total Assets less Current Liabilities (Consolidated) |
2,977,642,488.28 | 2,241,942,884.99 |
| Total Assets(the Company) | 10,559,291,042.42 | 8,278,917,143.79 |
| Less :Current Liabilities (the Company) |
7,597,492,051.01 | 5,672,829,625.08 |
| Total Assets Less Current Liabilities (the Company) |
2,961,798,991.41 | 2,606,087,518.71 |
13. Earnings per share
(a) Basic earnings per share
The calculation of basic earnings per share is based on the consolidated net profit
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attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding:
| number of ordinaryshares outstanding: | ||
|---|---|---|
| Item | January to June 2013 | Januaryto June 2012 |
| Consolidated net profit attributable to ordinaryshareholders of theCompany |
706,812,577.45 | 379,870,618.69 |
| Weighted average number of ordinary shares in issue of theCompany |
1,354,054,750.00 | 1,354,054,750.00 |
| Basic earningsper share | 0.5220 | 0.2805 |
(b) Diluted earnings per share
The calculation of diluted earnings per share is based on the consolidated net profit attributable to ordinary shareholders of the Company adjusted for dilutive potential ordinary shares divided by the adjusted weighted average number of ordinary shares in issue of the Company. For the Reporting Period and the corresponding period ended 30 June 2012, there were no dilutive potential ordinary shares, and therefore the diluted earnings per share were same as the basic earnings per share.
INTERIM DIVIDEND
The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2013. No interim dividend was paid for the corresponding period last year.
MANAGEMENT DISCUSSION AND ANALYSIS Ⅰ .ANALYSIS OF THE COMPANY’S OPERATION
(I) OVERALL OPERATION
Subsequent to a decrease in both sales volume and value of the white goods industry in 2012, the domestic white goods market was driven by the Energy-saving Product Subsidies Policy and showed upward momentum during the Reporting Period. According to the statistics of China Market Monitor Company Limited (CMM), the retail volume of refrigerator industry increased by 14.19% on a year-to-year basis and the retail volume of air-conditioner industry increased by 16.91% on a year-to-year basis. In respect of exports, due to factors such as Europe’s economy remaining inactive and slowdown of economic growth of the emerging markets, the demand from overseas markets remained relatively sluggish. Amidst the abovementioned operating environment, the Company strictly adhered to the operating strategies of “building product advantages, reforming marketing model, enhancing system efficiency, exploring the international markets and securing scale and efficiency” during the Reporting Period, in order to achieve further increases in the scale and operating efficiency through boosting product competitiveness, enhancing product structures, improving the gross profit margins of products and expediting channel development. During the Reporting Period, the Company recorded operating revenue of RMB 12,993 million, representing a year-to-year increase of 30.35%, of which the revenue from its principal operating businesses amounted to RMB 11,790 million, representing a year-to-year increase of 30.23%. The overall gross profit margin increased by 1.51 percentage points. The net profit attributable to equity holders of the listed company was RMB 707 million, representing a year-to-year increase of 86.07%.
During the Reporting Period, the Company’s revenue from the refrigerator business
- 11 -
amounted to RMB 5,311 million, accounting for 45.05% of the revenue from principal operating businesses and representing a year-to-year increase of 24.49%. Revenue from the air-conditioner business amounted to RMB 5,057 million, accounting for 42.89% of the revenue from principal operating businesses and representing a year-to-year increase of 34.60%. The operating revenue from the domestic sales business was RMB 8,227 million, representing a year-to-year increase of 39.60%. The operating revenue from the export sales business was RMB 3,563 million, representing a year-to-year increase of 12.99%.
During the Reporting Period, the Company strengthened the coordination of production, sale and inventory, suppressed the utilization of capital in different segments and enhanced capital utilization efficiency. During the Reporting Period, finance costs significantly decreased by 50% and inventory flow further accelerated.
(II) REFRIGERATOR BUSINESS
During the Reporting Period, the domestic refrigerator market showed growing momentum. However, the pace of growth slowed down upon the withdrawal of the Energy-saving Product Subsidies Policy and there was a slow growth for the export markets.
During the Reporting Period, the Company upheld “technologies, products and quality” as its core competitive strengths in the effort to enhancing the competitiveness of its refrigerator products. Leveraging on its self-developed “360-degree vector inverter technology”, “preservation by active water system” as well as continued innovations and enhancements in its product structure, functions and design, the “Hisense Bauna series French-door refrigerators” were awarded the China Household Electrical Appliance Refrigerator Product Prize at the China Appliance World Expo, which is well-known as the “wind vane of household electrical appliances in China”. During the Reporting Period, the Company has consistently implemented the strategy of focusing on mid- to high-end products and proactively adjusted its product structure. The Company has organized “30th Anniversary Celebration cum 2013 Product Launch of Ronshen Refrigerators”, at which several new products of the i feel series were launched. Hisense Refrigerator also launched a number of Bauna intelligent refrigerator series new products during the Reporting Period, which significantly enriched the portfolio of the mid- to high-end products. Sales of refrigerators business recorded swift growth in its scale and steady increments in the gross profit margin and market share as supported by the improvement of product competitiveness and enhancement in product sales structure. During the Reporting Period, the gross profit margin of refrigerator products increased by 1.05 percentage points when compared to the corresponding period last year. According to the statistics of China Market Monitor Company Limited (CMM), the retail sales volume of the refrigerator products of the two brands “Ronshen” and “Hisense” achieved a growth of 34.28% and 25.59% respectively in the first half of 2013, outrunning the overall growth of the refrigerator industry. Retail market share of the Company’s refrigerators was 17.90%, representing an increase of 1.56 percentage points as compared to 2012 and securing the second position in the industry.
In respect of production capacity layout, the Company has newly invested in the construction of a base for mid- to high-end refrigerators, namely the Shandong refrigerator, during the Reporting Period, infrastructure construction completed as scheduled, while fixed asset procurement, personnel recruitment and other works have commenced as
- 12 -
planned. It is anticipated that mass production will commence in the fourth quarter.
(III)AIR-CONDITIONER BUSINESS
During the Reporting Period, the domestic air-conditioner market gathered a momentum of growth under the influence of a number of factors including the recovery of the real estate market towards the end of 2012 and the Energy-saving Product Subsidies Policy. During the Reporting Period, the Company continued to capitalize on the market opportunities of “energy-efficiency enhancement” and “product upgrade”. The Company persisted in improving its product standards and proactively adjusted its product structure, with the launch of new mid- to high-end products as represented by the new flagship product of the Apple Pie A8 series, namely 89 artistic series of cabinet air-conditioners and wall-mounted air-conditioners, as an effort to constantly increase the competitiveness of the Company’s products and improve the brand image. At the China Appliance World Expo, the “Hisense Apple Pie A8 A9 Intelligent Supreme Series cabinet air-conditioners and wall-mounted air-conditioners” were awarded the China Household Electrical Appliance Air-conditioner Product Prize. The Company persisted in channel development through substantially expanding the channel for domestic sales, strengthening the management and control of the channels, and enhancing the quality of the network points. According to the statistics of CMM, the air-conditioner products under the two brands “Hisense” and “Kelon” recorded a growth of 75.04% and 42.34% in the retail sales volume, which was more than double of the overall growth of the air-conditioner industry. The retail market share of the Company’s air-conditioners increased by 1.17 percentage points as compared to 2012. The Company adhered to the strategy of “exploring the international markets” to expand its scale of export, increase the export of self-owned brand products and enhance the export structure. During the Reporting Period, the sales revenue from export of air-conditioner products increased by 21.21% on a year-to-year basis and in particular export of self-owned brands recorded a year-to-year increase of up to 55%.
The constant improvement in the product competitiveness and brand image and rapid growth in sales scale led to continual enhancements in the profitability of the air-conditioner business. During the Reporting Period, the gross profit margin of the Company’s air-conditioner increased by 2.29 percentage points when compared to the corresponding period last year.
(IV)OUTLOOK
Projecting into the second half of the year, the Company will continue to face a severe operating environment as due to China’s macroeconomy enters into the adjustment phase, the overdraft of consumer demand by the household appliance subsidy policy and the sluggish demand in the domestic household appliance market, and, on the other hand, there is slow recovery and feeble growth of the international market. However, in the long run, the rigid demand for the long-term development of the white goods market will be secured by the new urbanization policy, enhanced consumption and product upgrade. In the second half of 2013, the Company will continue to uphold the operating strategies devised at the beginning of the year to achieve steady increase in its scale, performance and market share, through implementation of the following:
-
(1) to continue enhancement of product structure; to stimulate increase in the sales scale; to promote sales team building and strengthen the sales and marketing efforts; to continue fostering the setting up of brand store, to enhance the quality of network points; to seize emerging channels and to increase the weight of eCommerce.
-
13 -
-
(2) to prepare for coordination of production and sale between low season and high season, to strictly control its inventory structure and to prevent risk of inventory overstock.
-
(3) to continue the improvement of product quality, to stringently implement quality control procedure and to nurture quality control personnel of high standards.
-
(4) to continue to strengthen its efforts in the commencement of automation, informatization and unitization to enhance system efficiency, as well as to achieve reasonable cost control through technology upgrade, enhanced appearance design, enhanced procurement capability and model adjustment at the same time.
-
(5) to strengthen its efforts in introduction of core personnel and personnel pooling, and to enhance personnel structure.
-
(6) to continue fortification of support for the export business and the export of self-owned brand products, to increase the scale of export, and to adjust the export product structure.
Ⅱ . ANALYSIS TO PRINCIPAL FINANCIALS DURING THE REPORTING PERIOD
( Ⅰ ) MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS
Did the Company make retrospective adjustment to or restatement of the accounting data of prior years due to changes in accounting policies and correction of accounting errors? □Yes √No
| Increase or | |||
|---|---|---|---|
| decrease as | |||
| Corresponding | compared to | ||
| Items | Reporting Period | ||
| period last year | corresponding | ||
| period last | |||
| year(%) | |||
| Operatingrevenue(RMB) | 12,992,870,024.48 | 9,967,726,766.93 | 30.35 |
| Net profits attributable to shareholders of listed | 706,812,577.45 |
379,870,618.69 | |
| 86.07 | |||
| company (RMB) | |||
| Net profits after deducting non-recurring profit and loss | |||
676,763,629.46 |
374,629,933.96 | 80.65 | |
| attributable to shareholders of listed company (RMB) | |||
| Net cash flow from operatingactivities(RMB) | 79,191,035.09 | 31,544,963.18 | 151.04 |
| Basic earningsper share(RMB/share) | 0.5220 | 0.2805 | 86.10 |
| Diluted earningsper share(RMB/share) | 0.5220 | 0.2805 | 86.10 |
| Weighted average rate of return on net assets(%) | 37.92 | 38.13 | -0.21 |
| Increase or | |||
| decrease as | |||
| end of the Reporting | |||
| Items | end of last year | compared to | |
| Period | |||
| end of last | |||
| year(%) | |||
| Total assets(RMB) | 12,494,040,247.44 | 9,200,334,640.73 | 35.80 |
| Net assets attributable to shareholders of listed company | 2,216,400,447.84 |
1,512,042,166.49 | |
| 46.58 | |||
| (RMB) | |||
( Ⅱ ) NON-RECURRING PROFIT AND LOSS ITEMS AND AMOUNTS
Unit: RMB
- 14 -
| Items | Amount | Description |
|---|---|---|
| Profits or losses from disposal of non-current assets (including the part written | ||
22,831,712.38 |
||
| off forprovision for impairment on assets) | ||
| Government grants recognized in the profits or losses (excluding government | ||
| grants closely related to the Company’s business and are received with fixed | ||
9,955,361.60 |
||
| amounts or with fixed percentage based on unified standards promulgated by | ||
| government) | ||
| Other non-operatingincome and expenses other than the aforementioned items | 69,525.44 | |
Less :Effect of income tax |
959,571.68 | |
| Effect of minorityinterests(after tax) | 1,848,079.75 | |
| Total | 30,048,947.99 | -- |
Unit: RMB
( Ⅲ )ANALYSIS OF PRINCIPAL BUSINESS
| Increase or | ||||
|---|---|---|---|---|
| decrease as | ||||
| Cdi | ||||
| Reporting Period | orresponng | compared to | Reason of changes |
|
di |
||||
| period last year | correspon |
|||
ng period |
||||
| lastyear(%) | ||||
| Revenue from operating | 12,992,870,024.48 |
9,967,726,766.93 | Mainly due to increase in sales |
|
30.35 |
||||
| businesses | duringthe reporting period |
|||
| Costs of operating | 10,250,224,907.55 | 7,982,126,495.52 | Mainly due to increase in costs in |
|
28.41 |
||||
| businesses | line with increase in sales |
|||
| Sales expense | 1,754,021,512.96 | 1,310,271,064.86 |
||
Mainly due to increase in expenses |
||||
33.87 |
||||
in line with increase in sales |
||||
| Management expense | 354,200,313.53 | 299,727,610.10 |
18.17 |
|
| Finance expense | 12,612,656.22 | 25,298,032.29 |
Mainly due to decrease in interest |
|
-50.14 |
||||
payment |
||||
| Income tax expense | 19,895,297.20 | 5,621,187.99 |
Mainly due to increase in the total |
|
253.93 |
||||
amount ofprofit of the companies |
||||
| Investment in | ||||
| research and | 289,051,709.12 | 235,376,565.43 | 22.80 |
|
| development | ||||
79,191,035.09 |
31,544,963.18 |
Mainly due to increase in operating | ||
| Net cash flows from | net cash flows caused by increase in |
|||
151.04 |
||||
| operating activities | sales and operational quality and |
|||
quantityenhancement |
||||
-159,207,987.91 |
7,387,565.12 |
Mainly due to increase in investment | ||
| Net cash flows from | ||||
-2,255.08 |
in Shandong Refrigerator (a |
|||
| investing activities | ||||
subsidiary) |
||||
| Net cash flows from | 45,989,426.02 |
24,278,558.38 |
Mainly due to decrease in interest |
|
89.42 |
||||
| financingactivities | payment |
|||
| Net increase in cash and | -34,027,526.80 |
63,211,086.68 |
Mainly due to comparatively large |
|
-153.83 |
||||
| cash equivalents | increase in investment |
|||
( Ⅳ ) DESCRIPTION OF PRINCIPAL BUSINESS SEGMENTS
Unit: RMB
- 15 -
| Increase or | Increase or | |||||
|---|---|---|---|---|---|---|
| decrease in | decrease in | Increase or | ||||
| revenue from | costs of | decrease in | ||||
| Revenue from | Gross | operating | operating | gross profit | ||
| Costs of | ||||||
| operating | profit | businesses | businesses | margin as | ||
| Item | operating | |||||
| businesses | margin | as compared | as compared | compared to |
||
| businesses | ||||||
| (%) | to | to | corresponding | |||
| corresponding | correspondi |
period last | ||||
| period last | ng period | year (%) | ||||
| year(%) | lastyear(%) | |||||
| Byindustry | ||||||
| Home appliances | ||||||
| manufacturing | 11,790,015,569.98 | 9,138,714,099.92 |
22.49 |
30.32 |
27.83 |
1.51 |
industry |
||||||
| By product | ||||||
| Refrigerators | 5,310,974,333.09 | 4,054,569,852.70 | 23.66 | 24.49 | 22.79 | 1.05 |
| Air-conditioners | 5,056,633,164.27 | 3,976,436,047.29 |
21.36 | 34.60 | 30.80 | 2.29 |
| Others | 1,422,408,072.62 | 1,107,708,199.93 |
22.12 |
38.96 |
37.32 |
0.93 |
| Byregion | ||||||
| Mainland | 8,226,727,331.31 | 5,937,393,787.53 |
27.83 |
39.60 |
37.81 |
0.94 |
| Overseas | 3,563,288,238.67 | 3,201,320,312.39 |
10.16 |
12.99 |
12.71 |
0.23 |
Ⅲ .CORE COMPETITIVENESS ANALYSIS
1.Technological advantages
The Company adheres to its operating philosophy of “technology orientation” and centers on “energy-saving by inverter technology” and “green and environmental friendliness” to build its core competitiveness through innovations in technologies and products. The Company has top-notch research and development institutions including State-level enterprise technology center, enterprise post-doctoral scientific research station, State-recognized laboratory, and Guangdong Provincial Key Research and Development Center of Engineering Science, in addition to an industry-leading research and development team with thousands of technical personnels. During the Reporting Period, the Company has applied for 197 patents in total, including 37 invention patents. The Company has been granted 175 patents in total, including 14 invention patents. The Company is always committed to enhance its self-directed innovation capacity, strives to enhance the performance and level of intelligentization of its products, in order to increase its core competitiveness and its products’ market competitiveness and provide strong technical support for the Company’s industrial advancement.
2.Brand advantages
The three brand names used in the refrigerator and air-conditioner products of the Company, namely “Hisense”, “Ronshen” and “Kelon”, are Chinese Well-known Marks with good brand reputation and market base. Among these brands, the market share of “Hisense” invertor air-conditioners had ranked first in China for thirteen consecutive years, while the market share of “Ronshen” refrigerators had ranked first in China for eleven years. “High technology and high quality” reflects the Company’s core brand value. At the same time, the Company gradually accelerates the progress of internationalization, and
- 16 -
continues to promote the internationalization of its own brands.
Ⅳ . Major subsidiaries and companies in which the Company has equity interest
| Operating | Operating | Net | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Major | Total assets | Net assets | |||||||
| Name of | Company | Registered | revenue | profit | profits | ||||
| Industry | product or |
(RMB ten | (RMB ten | ||||||
| company | type |
capital | (RMB ten | (RMB ten | (RMB ten | ||||
| service | thousand) | thousand) | |||||||
| thousand) | thousand) | thousand) | |||||||
| A company | |||||||||
| Production | |||||||||
| in which the | |||||||||
| Home | and sale of | ||||||||
| Hisense | Company | US$46 | |||||||
| appliances | commercial | ||||||||
| Hitachi | has equity | million | 186,553.91 | 101,366.73 |
148,503.10 |
29,672.78 |
25,449.88 |
||
| industry | air-conditio | ||||||||
| interest | |||||||||
| ners | |||||||||
LIQUIDITY AND SOURCES OF CAPITAL
Net cash generated from operating activities of the Group was approximately RMB 79 million for the six months ended 30 June 2013 ( for the six months ended 30 June 2012: RMB 32 million).
As at 30 June 2013, the Group had bank deposits and cash (including pledged bank balances) amounting to approximately RMB 482 million (as at 30 June 2012 : RMB 462 million ) and bank loans amounting to approximately RMB 83 million (as at 30 June 2012 : RMB 1,102 million ).
Total capital expenditures of the Group for the six months ended 30 June 2013 amounted to approximately RMB 243 million (for the six months ended 30 June 2012: RMB 89 million).
GEARING RATIO
As at 30 June 2013, the Group’s gearing ratio (calculated according to the formula: total liabilities divided by total assets) was 79% (as at 30 June 2012: 84%).
TRUST DEPOSITS
As at 30 June 2013, the Group did not have any trust deposits with any financial institutions in the PRC. All of the Group’s deposits have been deposited in commercial banks and other financial institutions in the PRC and Hong Kong.
HUMAN RESOURCES AND REMUNERATION POLICY
As at 30 June 2013, the Group had approximately 32,945 employees, mainly comprising 4,761 technical staff, 14,717 sales representatives, 581 financial staff, 894 administrative staff and 11,992 production staff. The Group had 4 employees with a doctorate degree, 202 with a master’s degree and 3,060 with a bachelor’s degree. There were 669 employees who occupied mid-level positions or above in the Group according to the national standards. For the six months ended 30 June 2013, the Group’s staff payroll amounted to RMB1,011 million (corresponding period in 2012 amounting to RMB747 million).
The Company adopts a position-based remuneration policy for its staff. Staff remuneration is determined by reference to the relative importance of and responsibility assumed by the
- 17 -
position and other performance factors.
CHARGE ON THE GROUP’S ASSETS
As at 30 June 2013, the Group’s property, plant and equipment (including leasehold land held for own use) and investment properties and trade receivables of approximately RMB 526 million (31 December 2012: RMB 428 million) were pledged as security for the Group’s borrowings.
EXPOSURE TO EXCHANGE RATE FLUCTUATION AND ANY RELATED HEDGE
Since part of the purchase and the majority of the overseas sales of the Group during the Reporting Period were denominated in foreign currency, the Group is exposed to certain risk of exchange rate fluctuation. The Group has used financial instruments such as import/export documentary bills and forward contracts for exchange rate hedging purpose.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) as set out in 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 transaction by Directors. After having made specific enquiries to the Directors, all Directors of the Board confirmed that they had acted in full compliance with the Model Code during their term of office in the Reporting Period.
SHARE CAPITAL STRUCTURE
As at 30 June 2013, the share capital structure of the Company was as follows:
| Percentage to the total **issued share capital ** |
||
|---|---|---|
| Class of shares | Number of shares | |
| Hshares | 459,589,808 | 33.94% |
| A shares | 894,464,942 | 66.06% |
| Total | 1,354,054,750 | 100.00% |
TOP TEN SHAREHOLDERS
As at 30 June 2013, there were 33,011 shareholders of the Company (the “Shareholders”) in total, of which the top ten Shareholders were as follows:
| Percentage | |||||
|---|---|---|---|---|---|
| Percentage | to the |
||||
| to the total | relevant |
No. of shares | |||
| Nature of | No. of | issued | class of | held subject to | |
| Name of Shareholder | |||||
| Shareholder | shares held | shares of | issued | trading | |
| the | shares of | moratorium | |||
| Company | the | ||||
| Company | |||||
| Qingdao Hisense Air-conditioning CompanyLimited |
State-owned legal person |
612,316,909 | 45.22% | 68.46% | 0 |
- 18 -
| HKSCC Nominees LimitedNote1 |
Foreign legal person |
458,695,058 | 33.88% | 99.80% | 0 |
|---|---|---|---|---|---|
| China Huarong Asset Management Co., Ltd. |
State-owned legal person |
30,000,000 | 2.22% | 3.35% | 0 |
| Industrial and Commercial Bank of China - CCB Principal Selected Growth Stock-Based Securities Investment Fund |
Other | 7,565,933 | 0.56% | 0.85% | 0 |
| Zhang Shao WuNote2 | Domestic natural person |
6,365,400 | 0.47% | 0.71% | 0 |
| China Construction Bank - China International Growth Pioneer Stock Securities Investment Fund |
Other | 5,958,889 | 0.44% | 0.67% | 0 |
| China Construction Bank - China AMC Dividend Mixed Open-End Securities Investment Fund |
Other | 5,396,877 | 0.40% | 0.60% |
0 |
| Agricultural Bank of China – Fullgoal Tiancheng Dividend Flexible Allocation Mixed Securities Investment Fund |
Other | 4,700,700 | 0.35% | 0.53% | 0 |
| Zhong Juan Wei | Domestic natural person |
3,910,474 | 0.29% | 0.44% | 0 |
| Agricultural Bank of China – Fullgoal Tianrui Strong Area Selected Mixed Open Securities Investment Fund |
Other | 3,840,979 | 0.28% | 0.43% | 0 |
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, is the holder of 54 million H shares in total at the end of the Reporting Period, representing 3.99% of the
-
19 -
total number of shares of the Company.
2. The 6,365,400 A shares of the Company are held by Mr. Zhang Shao Wu through the client’s collateral securities account for margin transactions of Everbright Securities Company Limited.
SHAREHOLDINGS OF THE TOP TEN SHAREHOLDERS OF TRADABLE SHARES
| Number of tradable shares held |
||
|---|---|---|
| Name of Shareholders | Class of shares | |
| Qingdao Hisense Air-conditioning CompanyLimited |
612,316,909 | RMB ordinary shares |
| HKSCC Nominees Limited | 458,695,058 | Overseas listed foreign shares |
| China Huarong Asset Management Co., Ltd. |
30,000,000 | RMB ordinary shares |
| Industrial and Commercial Bank of China - CCB Principal Selected Growth Stock-Based Securities Investment Fund |
7,565,933 | RMB ordinary shares |
| Zhang Shao Wu | 6,365,400 | RMB ordinary shares |
| China Construction Bank - China International Growth Pioneer Stock Securities Investment Fund |
5,958,889 | RMB ordinary shares |
| China Construction Bank - China AMC Dividend Mixed Open-End Securities Investment Fund |
5,396,877 | RMB ordinary shares |
| Agricultural Bank of China – Fullgoal Tiancheng Dividend Flexible Allocation Mixed Securities Investment Fund |
4,700,700 | RMB ordinary shares |
| Zhong Juan Wei | 3,910,474 | RMB ordinary shares |
| Agricultural Bank of China – Fullgoal Tianrui Strong Area Selected Mixed Open Securities Investment Fund |
3,840,979 | RMB ordinary shares |
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS IN THE SHARES
So far as is known to any Directors, supervisors and the chief executive of the Company, as at 30 June 2013, the following persons (other than the Directors, supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”), or which were recorded in the register required to be kept under section 336 of the SFO, or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited:
Long position or short position in the shares of the Company
- 20 -
| Name of shareholder |
Capacity | Type of shares |
Number of shares held |
Percentage of the respective type of shares |
Percentage of the total number of shares in issue |
|---|---|---|---|---|---|
| Qingdao Hisense Air-conditioning Company Limited_Note_ |
Beneficial owner |
A shares |
612,316,909(L) | 68.46% | 45.22% |
| Qingdao Hisense Electric Holdings Company Limited_Note_ |
Interest of controlled corporation |
A shares |
612,316,909(L) | 68.46% | 45.22% |
| Hisense Company Limited_Note_ |
Interest of controlled corporation |
A shares |
612,316,909(L) | 68.46% | 45.22% |
| Hisense (Hong Kong) Company Limited_Note_ |
Beneficial owner |
H shares |
54,000,000(L) | 11.75% | 3.99% |
| Qingdao Hisense Electric Holdings Company Limited_Note_ |
Interest of controlled corporation |
H shares |
54,000,000(L) | 11.75% | 3.99% |
| Hisense Company Limited_Note_ |
Interest of controlled corporation |
H shares |
54,000,000(L) | 11.75% | 3.99% |
| The letter “L” denotes a long position. |
Note:Qingdao Hisense Air-conditioning Company Limited is a company directly owned as to 93.33% and indirectly owned as to 6.67% by Qingdao Hisense Electric Holdings Company Limited, whereas Hisense (Hong Kong) Company Limited is a company directly owned as to 100% by Qingdao Hisense Electric Holdings Company Limited. Qingdao Hisense Electric Holdings Company Limited is in turn owned as to 47.90% by Hisense Company Limited. By virtue of the SFO, Qingdao Hisense Electric Holdings Company Limited and Hisense Company Limited were deemed to be interested in the same parcel of A shares of which Qingdao Hisense Air-conditioning Company Limited was interested and in the same parcel of H shares of which Hisense (Hong Kong) Company Limited was interested.
Save as disclosed above, as at 30 June 2013, in so far as the Directors, supervisors and chief executive of the Company are aware, there was no other interest and/or short position held by any person in the shares and underlying shares of the Company which were recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.
- 21 -
INTERESTS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVES IN THE SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 June 2013, save as disclosed in the section “The First Share Option Incentive Scheme”, none of the members of the Board, supervisors and the chief executive of the Company and their respective associates held any interests or short positions in any shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be maintained by the Group pursuant to section 352 of the SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code.
PURCHASE, SALE OR REDEMPTION OF SECURITIES
During the Reporting Period, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities.
AUDIT COMMITTEE
The Audit Committee of the Company has reviewed the interim results announcement for the period ended 30 June 2013.
THE FIRST SHARE OPTION INCENTIVE SCHEME
(1) Movements of the share options during the Reporting Period
| No. | Name | Position | Outstanding share options as at 1 January 2013 (’0000 shares) |
Number of share options exercised or cancelled during the Reporting Period (’0000 shares) |
Number of share options lapsed during the Reporting Period (’0000 shares) |
Outstanding share options as at 30 June 2013 (’0000 shares) |
|---|---|---|---|---|---|---|
| 1 | Tang Ye Guo | Chairman | 126 | - | - | 126 |
| 2 | Xiao Jian Lin | Director | 82.8 | - | - | 82.8 |
| 3 | Jia Shao Qian | Vice-Preside nt |
82.8 | - | - | 82.8 |
| 4 | Ren Li Ren | Director, President |
72 | - | - | 72 |
| 5 | Zhang Yu Qing | Vice-Preside nt |
82.8 | - | - | 82.8 |
| 6 | Wang Yun Li | Vice-Preside nt |
82.8 | - | - | 82.8 |
| 7 | Gan Yong He | Director, Vice-Preside nt |
18.1 | - | - | 18.1 |
| 8 | Zhang Jian Jun | Supervisor | 5.6 | - | - | 5.6 |
| 9 | Mid level management staff and key personnel |
1398.1 | - | - | 1398.1 |
- 22 -
Total 1951 - - 1951
Note: All share options available for issue under the First Share Option Incentive Scheme have been granted.
(2) The grant date and the exercise price of the share options
The grant date of the share options is 31 August 2011 and the exercise price is RMB7.65 per share.
(3) Validity period of the share options
The validity period of the share options under the grant shall be a term of 5 years commencing from the grant date.
(4) Exercise Arrangement
The exercise of the share options under the grant is subject to a restriction period of 2 years, during which period the rights are not exercisable.
Subject to the fulfillment of the exercise conditions, the share options under the grant can be exercised in batches after the expiry of the 2-year period from the grant date according to the following exercise arrangement:
-
i. 33% of the share options granted to each participant shall become exercisable on the trading day immediately after the second anniversary of the grant date (2 September 2013) until the trading day falling on the fifth anniversary of the grant date (31 August 2016);
-
ii. another 33% of the share options granted to each participant shall become exercisable on the trading day immediately after the third anniversary of the grant date (1 September 2014) until the trading day falling on the fifth anniversary of the grant date (31 August 2016); and
-
iii. the remaining 34% of the share options granted to each participant shall become exercisable on the trading day immediately after the fourth anniversary of the grant date (1 September 2015) until the trading day falling on the fifth anniversary of the grant date (31 August 2016).
Where the participant is a director or member of the senior management, share options of not less than 20% of the total share options granted to such participant can only be exercised after the participant has reached a pass grade or above in the performance appraisal for his/ her employment (or office).
In addition, during the validity period of the share options, the maximum gain which the participants can obtain from the share option incentives shall not exceed 40% of their remuneration level (inclusive of the gain from the share option incentives) when the share options were granted. In the event that the gain from the share option incentive exceeds the above proportion, share options which have not been exercised will not be exercised.
- 23 -
According to the calculation by the Black-Scholes option pricing model, the Company recognized an expense of RMB 1.9652 million in total in relation to First Share Option Incentive Scheme during the Reporting Period.
CORPORATE GOVERNANCE CODE
To the best knowledge and information of the Company, during the Reporting Period, the Company has complied with the code provisions in the Corporate Governance Code as set out in Appendix 14 to the Listing Rules.
PUBLICATION OF INTERIM REPORT ON THE INTERNET WEBSITES OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE COMPANY
An interim report containing all information as required by Appendix 16 of the Listing Rules will be published on the website of The Stock Exchange of Hong Kong Limited (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, 27 August 2013
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, Mr. Xiao Jian Lin and Mr. Gan Yong He; and the Company’s independent non-executive directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.
Supplementary information as required by The Stock Exchange of Hong Kong Limited in relation to the Company’s A shares interim results announcement
Ⅰ . EXPLANATION GIVEN BY THE BOARD OF THE COMPANY OF THE MATTERS RELATING TO THE QUALIFIED OPINIONS IN THE AUDITOR’S REPORT FOR THE 2012 ANNUAL REPORT
RUIHUA CERTIFIED PUBLIC ACCOUNTANTS (formerly known as Crowe Horwath China Certified Public Accountants (LLP)) issued an auditor’s report with qualified opinion for the 2012 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 2012 annual report, details of which can be found in the Company’s 2012 annual report and the 2012 annual results announcement published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk) on 28 March 2013. On 28 March 2013, the Company received a notice of execution from the Intermediate People’s Court of Foshan City, Guangdong Province in relation to the relevant matters concerning the resumption of execution of the cases involving the Greencool Companies. Pursuant to the “Notice issued by the Supreme People’s Court on the resumption of execution procedures against the
- 24 -
Greencool Companies in accordance with the law”, the Foshan Intermediate Court started the execution procedures of cases involving the Greencool Companies, details of which can be found in the announcement published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk) on 1 April 2013. On 13 June 2013, Yangzhou Refrigerator, a wholly-owned subsidiary of the Company, received a total sum of RMB75.77 million from the Intermediate People’s Court of Yangzhou City, Jiangsu Province, as a result of the execution of relevant cases concerning the litigation initiated by Yangzhou Refrigerator against Yangzhou Greencool Venture Capital Company Limited (揚州格林柯爾創業投資有限公司), details of which can be found in the announcement published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk) on 13 June 2013. The Company will also pay attention to the progress of the cases concerning the Greencool Companies and make its best efforts to protect its rights as a creditor.
Ⅱ. MATERIAL LITIGATIONS AND ARBITRATIONS OF THE COMPANY v Applicable □ Not Applicable
| Results | Execution | ||||
|---|---|---|---|---|---|
| Wheth | |||||
| Amount |
and | of the | |||
| er a | |||||
| involved | liabilit |
effects of | judgment |
||
| General status of the | (RMB | ||||
| y is | Progress of the litigation (arbitration) | the | of the | ||
| litigation (arbitration) | ten | ||||
| expecte |
litigation | litigation |
|||
| thousand | |||||
| ) | d to be | (arbitrati | (arbitratio | ||
| caused | |||||
| on) | n) | ||||
| On 28 March 2013, the Company received a | |||||
| notice of execution from the Intermediate | |||||
| A series of related party | |||||
| People’s Court of Foshan City, Guangdong | |||||
| transactions and unusual |
|||||
| Province in relation to the relevant matters | |||||
| cash flows occurred between | |||||
| the Greencool Companies | concerning the resumption of execution of | ||||
and the Company during the |
the cases involving the Greencool |
||||
| period from October 2001 to | Companies. Pursuant to the “Notice issued | ||||
| July 2005. In addition, |
by the Supreme People’s Court on the |
||||
| during the period, the |
resumption of execution procedures against |
||||
| Greencool Companies, |
|||||
| the Greencool Companies in accordance with | |||||
| through certain specific third | |||||
| the law”, the Foshan Intermediate Court | |||||
| party companies such as | In the | ||||
Tianjin Lixin Commercial |
started the execution procedures of cases | ||||
72541.44 |
No |
— | process of | ||
Trading Development |
involving the Greencool Companies, and the | ||||
| execution | |||||
| Company Limited, were |
Foshan Intermediate Court will |
||||
involved in a series of |
proportionally allocate the relevant assets. | ||||
| unusual cash flow with the | On 13 June 2013, Yangzhou Refrigerator |
||||
| Company. The Company has | |||||
| received a total sum of RMB75.77 million | |||||
| instituted proceedings |
|||||
| from the Intermediate People’s Court of | |||||
| against the Greencool |
|||||
Companies for such |
Yangzhou City, Jiangsu Province, as a result | ||||
transactions and unusual |
of the execution of relevant cases concerning | ||||
| cash flows as well as the | the litigation initiated by Yangzhou |
||||
| suspected fund |
Refrigerator against Yangzhou Greencool |
||||
| embezzlements. | Venture Capital Company Limited(揚州格 |
||||
| 林柯爾創業投資有限公司). |
- 25 -
Ⅲ . PARTICULARS OF EXTERNAL INVESTMENTS
| Particulars of external investments | Particulars of external investments | |
|---|---|---|
| Amount of investment for | ||
| Amount of investment for the Reporting | ||
| corresponding period last year | Change (%) | |
| Period (RMB) | ||
| (RMB) | ||
| 175,000,000.00 | 0 | 100% |
| Particulars of the investee | ||
| Shareholding in the investee | ||
| Name of company | Principal business | attributable to the listed |
| company (%) | ||
| Manufacture of energy saving | ||
| Shandong Refrigerator | and environmental friendly | 100% |
| refrigerator and freezerproducts |
Ⅳ .SHAREHOLDINGS IN OTHER LISTED COMPANIES HELD BY THE COMPANY
| Changes in ownership interests for the Reporting Period (RMB ten thousand) |
|||||
|---|---|---|---|---|---|
| Carrying amount at the end of the period (RMB ten thousand) |
Profit and loss for the Reporting Period (RMB ten thousand) |
||||
| Shareholding percentage in the company(%) |
|||||
| Iiil i | |||||
| Stock | nta nvestment cost h |
||||
| abbreviation | (RMB ten tousand) | ||||
| Huayi Compressor |
2,417.14 | 3.74 | 7,308.13 | 377.67 | 369.97 |
During the Reporting Period, the placement of shares of Huayi Compressor diluted the Company’s shareholding percentage and recognized revenue in the sum of RMB23,335,400 from disposal of equity investment.
Ⅴ .PARTICULARS OF CONNECTED TRANSACTIONS DURING THE REPORTING PERIOD
| Connected | Percentage of | ||||
|---|---|---|---|---|---|
| Type of | Pricing principle | transaction | total amount of | ||
| Particulars of | |||||
| Connected parties | connected | of connected | amount | similar | |
| connected transaction | |||||
| transaction | transaction | (RMB ten | transactions | ||
| thousand) | (%) | ||||
| Hisense Group | Sale | Sale of finishedgoods | Agreedprice | 172,838.28 | 13.30 |
| Hisense -Whirlpool | Sale of finished goods | 0.00 |
|||
| Sale | Agreedprice | 11.90 | |||
| Hisense Hitachi | Sale | Sale of finishedgoods | Agreedprice | 2,537.71 | 0.20 |
| Hisense Electric | Sale | Sale of materials | Agreedprice | 281.99 | 0.02 |
| Hisense Group | Sale | Sale of materials | Agreedprice | 516.59 | 0.04 |
| Hisense -Whirlpool | Sale | Sale of materials | Agreedprice | 585.45 | 0.05 |
- 26 -
| Hisense Hitachi | Sale | Sale of materials | Agreedprice | 33.14 | 0.00 |
|---|---|---|---|---|---|
| Hisense Electric | Sale | Sale of moulds | Agreedprice | 4,010.68 | 0.31 |
| Hisense Group | Sale | Sale of moulds | Agreedprice | 8,600.27 | 0.66 |
| Hisense -Whirlpool | Sale | Sale of moulds | Agreedprice | 503.77 | 0.04 |
| Provision of | |||||
| Hisense Group | Provision of services | Agreed price | 119.39 | 0.01 |
|
| services | |||||
| Provision of | |||||
| Hisense -Whirlpool | Provision of services | Agreed price | 115.51 | 0.01 |
|
| services | |||||
| Purchase of finished | |||||
| Hisense -Whirlpool | 16,934.41 | 1.65 |
|||
| Purchase | goods | Agreedprice | |||
| Hisense Electric | Purchase | Purchase of materials | Agreedprice | 858.16 | 0.08 |
| Hisense Group | Purchase | Purchase of materials | Agreedprice | 470.78 | 0.05 |
| Hisense -Whirlpool | Purchase | Purchase of materials | Agreedprice | 229.21 | 0.02 |
| Hisense Hitachi | Purchase | Purchase of materials | Agreedprice | 758.01 | 0.07 |
| Huayi Compressor | Purchase | Purchase of materials | Agreedprice | 45,315.70 | 4.42 |
| Embraco | Purchase | Purchase of materials | Agreedprice | 2,654.50 | 0.26 |
| Receipt of | |||||
| Hisense Electric | Receipt of services | 276.28 | 0.03 |
||
| services | Agreedprice | ||||
| Receipt of | |||||
| Hisense Group | Receipt of services | Agreed price | 12,351.75 | 1.21 |
|
| services | |||||
| Snowflake | Receipt of | Receipt of services | 1,244.80 | 0.12 |
|
| i | Agreedprice | ||||
| servces | |||||
| Purchase financing | |||||
| Hisense Hong Kong | Purchase | Agreed price | 8,413.89 | 0.82 |
|
| agency | |||||
As at the end of the Reporting Period, the balance of loan of the Company from Hisense Finance was RMB0, balance of deposit was RMB83,720,000 and interest income received was RMB1,361,600, balance of electronic bank acceptance bill was RMB1,358,960,000, interest payment for discounted notes was RMB225,500 and the handling fee for opening accounts for electronic bank acceptance bill was RMB729,400.
Ⅵ .PARTICULARS OF GUARANTEES DURING THE REPORTING PERIOD
Unit: RMB (in ten thousand)
| External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) | External guarantee given by the Company (excluding guarantees for its subsidiaries) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The guaranteed party | Date of | Limit on | Actual | Actual | Type of | Period of |
Complete | Whether | ||||||
| disclosure | guaranteed | effective date |
guaranteed | guarantee | guarantee | d or not | the | |||||||
| of relevant | amount | (date of | amount | guarante | ||||||||||
| announce | agreement) | e is given | ||||||||||||
| ment in | for any | |||||||||||||
| relation to | connecte | |||||||||||||
| the limit on | d party | |||||||||||||
| the | ||||||||||||||
| guaranteed | ||||||||||||||
| amount | ||||||||||||||
| Nil | — | — | — | — | — | — | — | — | ||||||
| Total limit on the amount of external | Actual amount of external | |||||||||||||
| guarantees approved during the Reporting | guarantees during the |
|||||||||||||
| 12,000 | 0 | |||||||||||||
| Period (A1) | Reporting Period (A2) |
|||||||||||||
| Total limit on the amount of external | Total balance of actual amount | |||||||||||||
| guarantees which has been approved at | of external guarantees at the |
|||||||||||||
| 12,000 | 0 | |||||||||||||
| the end of the Reporting Period (A3) | end of the Reporting Period |
|||||||||||||
(A4) |
||||||||||||||
| Guarantees given by the Company for its subsidiaries | ||||||||||||||
| The guaranteed | Date of | Guarante | Actual effective | Actual |
Type of guarantee | Period of | Comple | Whether |
- 27 -
| party | disclosure of | ed | date (date of | guaranteed | guarantee | ted or | the | |
|---|---|---|---|---|---|---|---|---|
| relevant | amount | agreement) | amount | not | guarante | |||
| announcemen | e is given | |||||||
| t in relation | for any | |||||||
| to the limit on | connecte | |||||||
| the | d party | |||||||
| guaranteed | ||||||||
| amount | ||||||||
| 30 November | ||||||||
| Guangdong | 2011 | Joint liability |
2012.11.15-20 | |||||
| 90,000 | 2012.11.15 | 47.41 | Yes | No | ||||
| Refrigerator | guarantee; mortgage |
13.5.21 | ||||||
| 30 November | ||||||||
| Guangdong | 2011 | Joint liability |
2012.10.10-2 | |||||
| 90,000 | 2012.10.10 | 44.00 | No | No | ||||
| Refrigerator | guarantee; mortgage |
014.1.31 | ||||||
| 30 November | ||||||||
| Guangdong | 2011 | Joint liability |
2012.8.21-20 | |||||
| 30,000 | 2012.8.21 | 8154.39 | Yes | No | ||||
| Air-conditioner | guarantee |
13.6.25 | ||||||
| Guangdong Air-conditioner |
30 November 2011 |
30,000 | 2012.10.12 | 3769.81 | Joint liability guarantee |
2012.10.12- 2013.8.30 |
No | No |
| 30 November | No | No | ||||||
| Joint liability | 2012.10.15-2 | |||||||
| Kelon Fittings | 2011 | 5,000 | 2012.10.15 | 98.55 | ||||
| guarantee; mortgage | 013.8.30 | |||||||
| 30 November | ||||||||
| 201342201 | ||||||||
| Guangdong Freezer | 2011 | 5,000 | 2013.4.2 | 116.67 | Joint liability |
..- | Yes | No |
guarantee; mortgage |
3.6.21 | |||||||
| 30 November | ||||||||
| Yangzhou | 2011 | Joint liability | 2010.7.23-20 | |||||
| 10,000 | 2010.7.23 | 499.40 | Yes | No | ||||
| Refrigerator | guarantee | 13.6.2 | ||||||
| 30 November | Joint liability uarantee |
No | No | |||||
| Yangzhou | 2011 | 10,000 | 2012.1.19 | 706.95 | g |
2012.1.19-20 | ||
| Refrigerator | 13.8.14 | |||||||
| Total limit on the amount of | ||||||||
| Actual amount of guarantees for | ||||||||
| guarantees for subsidiaries approved | ||||||||
198,000 |
subsidiaries during the Reporting |
13,437.18 | ||||||
| during the Reporting Period (B1) | ||||||||
| Period (B2) | ||||||||
| Total limit on the amount of | ||||||||
| guarantees for subsidiaries which | Total balance of actual amount of | |||||||
| has been approved at the end of the | 198,000 | guarantees for subsidiaries at the |
4,619.31 | |||||
| Reporting Period (B3) | end of the Reporting Period (B4) | |||||||
| Total guaranteed amount of the Company (being the sum of the previous two major items) | ||||||||
- 28 -
| Total limit on the amount of guarantees | |||
|---|---|---|---|
| Actual amount of guarantees | |||
| approved during the Reporting Period | |||
| 210,000 | during the Reporting Period |
13,437.18 | |
| (A1+B1) | |||
| (A2+B2) | |||
| Total limit on the amount of guarantees | Total balance of actual amount | ||
| which has been approved at the end of the | of guarantees at the end of the |
||
| 210,000 | 4,619.31 | ||
| Reporting Period (A3+B3) | Reporting Period (A4+B4) |
||
| Proportion of actual amount of guarantees (being A4+B4) to the net | |||
| 2.08% | |||
| assets of the Company | |||
| Including: | |||
| Guaranteed amount provided for shareholders, beneficial controlling | |||
| 0 | |||
| parties and their connectedparties(C) | |||
| Guaranteed amount provided directly or indirectly for the guaranteed | |||
| partywithgearingratio over 70%(D) | 3,868.36 | ||
| Totalguaranteed amount over 50% of the net asset(E) | 0 | ||
| Sum of the above three guarantees (C+D+E) | |||
| 3,868.36 | |||
| Statement on possibility to assume joint liabilities for guarantees which | |||
| Nil | |||
| have not expired | |||
| Description of provision of external guarantee in violation of prescribed | |||
Nil |
|||
| procedures | |||
Ⅶ .DERIVATIVES INVESTMENT
Unit: RMB (in ten thousand)
| Name of | Connection | Whether or | Type of | Initial | Effecti | Expiry | Investment | Amount | Investm | Proportion | Actual amount of profit and loss during the Reporting Period |
|---|---|---|---|---|---|---|---|---|---|---|---|
| operators of | not a | derivatives | investment |
ve | Date | at the | of | ent at | of | ||
| derivatives | connected | investment | of |
Date | beginning of | provisio |
the end | investment | |||
| investment | transaction | derivatives | the Period | n for | of the | to the net | |||||
| investment | impairm | Period | asset of the | ||||||||
| ent (if | Company at | ||||||||||
| any) | the end of | ||||||||||
| the | |||||||||||
| Reporting | |||||||||||
| Period | |||||||||||
| (%) | |||||||||||
| Forward | |||||||||||
| 1 Jan | |||||||||||
| foreign | 199,816.4 | 30 Jun | 199,816.4 | ||||||||
| Bank | No | No | uary |
0 |
238,07 |
4,231.80 |
|||||
| exchange | 6 |
e 2013 |
6 |
107.42 |
|||||||
2013 |
7.12 | ||||||||||
| contracts | |||||||||||
| Source of derivatives investment funding | Export tradepayment | ||||||||||
| Litigation involved(if applicable) | Not applicable | ||||||||||
| Date of the announcement disclosing the | 29 March 2013 | ||||||||||
| approval of derivatives investment by the Board | |||||||||||
| (if any) | |||||||||||
| Date of the announcement disclosing the | 27 June 2013 | ||||||||||
| approval of derivatives investment during | |||||||||||
| shareholders’ meetings(if any) | |||||||||||
| The derivatives business of the Company mainly represents the forward foreign exchange contracts used to avoid the risk of foreign exchange fluctuations related to the overseas sales receivables. The Company determines a reasonable range of foreign exchange rates to achieve the hedging purpose. The Company has formulated the “Management Measures for the Foreign Exchange Capital Business” and “the Internal Control System for Forward Foreign Exchange Capital Transactions”. The measures specificallyregulate |
|||||||||||
| Risk analysis of positions in derivatives during | |||||||||||
the Reporting Period and explanations of risk |
|||||||||||
control measures (including but not limited to |
|||||||||||
| market risk, liquidity risk, credit risk, operation | |||||||||||
| risk, legal risk etc.) | |||||||||||
- 29 -
==> picture [205 x 81] intentionally omitted <==
the basic principles, operation rules, risk control measures and internal controls that shall be followed when engaging in the business of 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 entered into by the Company and banks, which are recognized as transactional financial assets or liabilities based on the difference between the quotation of the outstanding foreign exchange forward contracts and the forward exchange rate as at the end of the period. During the Reporting Period, the Company recognized a gain on change in fair value of the derivatives of RMB35,908,700. Investment gain amounted to RMB 6,409,300, resulting in a total profits or losses of RMB42,318,000.
Changes in market price or product fair value of invested derivatives during the Reporting Period, where specific methods and relevant assumptions and parameters used shall be disclosed in the analysis of derivatives’ fair value
Explanations of any significant changes in the Company’s accounting policies and specific During the Reporting Period, there were no material changes in the accounting and auditing principles on accounting policy and specific accounting and auditing principles for the derivatives between the Reporting Period and Company’s derivatives business as compared to last reporting period. the last reporting period
Specific opinions of independent Directors on the derivatives investment and risk control of the Company
Opinion of independent directors: Commencement of foreign exchange derivatives business by the Company was beneficial to the Company in the prevention of exchange rate fluctuation risks. The Company has devised the Internal Control System for Forward Foreign Exchange Capital Transactions to strengthen internal control and enhance the management of foreign exchange risks by the Company, and the targeted risk control measures adopted were practicable.
This announcement is published in both English and Chinese. If there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.
DEFINITIONS
In the announcement, unless the context requires otherwise, the following terms or expressions shall have the following meanings:
| “Company”, “the Company” | Hisense Kelon Electrical Holdings Company Limited |
|---|---|
| “Hisense Air-Conditioning” | Qingdao Hisense Air-Conditioning Company Limited |
| “Hisense Electric” | Hisense Electric Co., Ltd. |
| “Hisense Group” | Hisense Company Limited |
| “Hisense Hitachi” | Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd. |
| “Hisense-Whirlpool” | Hisense-Whirlpool (Zhejiang) Electric Appliances Co., Ltd. |
| “Hisense Finance” | Hisense Finance Company Limited |
| “Embraco” | Beijing Embraco Snowflake Compressor Co., Ltd. |
| “Snowflake” | Beijing Snowflake Electrical Appliance Group Corporation |
| “Hisense Marketing” | Qingdao Hisense International Marketing Holdings Co., Ltd. |
| “Shandong Refrigerator” | Hisense (Shandong) Refrigerator Company Limited |
- 30 -
| “Hisense Hong Kong” | Hisense (Hong Kong) Company Limited |
|---|---|
| “Guangdong Greencool” | Guangdong Greencool Enterprise Development Company Limited |
| “Greencool Companies” | Guangdong Greencool and other related parties |
| “Guangdong Refrigerator ” | Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. |
| “Guangdong Air-Conditioner” | Guangdong Kelon Air-Conditioner Co., Ltd. |
| “Kelon Fittings” | Guangdong Kelon Fittings Co., Ltd. |
| “Guangdong Freezer” | Hisense Ronshen (Guangdong) Freezer Co., Ltd. |
| “Yangzhou Refrigerator” | Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. |
| “Huayi Compressor” | Huayi Compressor Company Limited |
| “Foshan Intermediate Court” | Intermediate People’s Court of Foshan City |
| “RMB” | Renminbi |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
- 31 -