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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
  • 1 -
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
  • 2 -
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
  • 3 -
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.

  • 4 -

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 -
  • 5 -
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
  • 6 -
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
  • 7 -

  • (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

  • 8 -
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
  • 9 -
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

  • 10 -

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.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.

. ANALYSIS TO PRINCIPAL FINANCIALS DURING THE REPORTING PERIOD

() MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS

Did the Company make retrospective adjustment to or restatement of the accounting data of prior years due to changes in accounting policies and correction of accounting errors? □Yes √No

Increase or
decrease as
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)

() 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

()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

() 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

.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.

. 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:

  1. The shares held by HKSCC Nominees Limited are held on behalf of a number of its account participants, among which, Hisense (Hong Kong) Company Limited, a party acting in concert with the controlling shareholder of the Company, is the holder of 54 million H shares in total at the end of the Reporting Period, representing 3.99% of the

  2. 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

. 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 -

. 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

.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.

.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.

.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

.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 -