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Medlive Technology Co., Ltd. Interim / Quarterly Report 2014

Aug 27, 2014

50436_rns_2014-08-27_b1828cd6-6f79-47eb-92e8-545e37a4540e.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)

2014 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 2014 (the “Reporting Period”) together with comparative figures for the corresponding period in 2013. 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 June 2014 31 December 2013
Assets
Current assets
Cash at bank and on hand 739,977,525.12 473,787,177.54
Financial assets held for trading 67,115,019.35
Notes receivable 2,597,719,095.46 2,160,801,733.50
Trade receivables 5 3,774,457,354.64 1,644,771,822.27
Prepayments 409,266,917.56 352,903,571.02
Others receivables 646,660,175.11 546,337,496.66
Inventories **2,830,295,231.52 ** 2,496,359,854.46
Other current assets **8,324,256.32 ** 5,306,649.45
  • 1 -
Total current assets 11,006,700,555.73 7,747,383,324.25
Non-current assets
Long-term equity investments 1,050,257,544.54 997,500,673.77
Investment properties 32,696,161.08 33,946,307.75
Fixed assets 2,653,962,811.03 2,368,500,692.73
Construction in progress 254,100,756.79 253,977,558.18
Fixed assets pending for disposal
Intangible assets **559,943,236.57 ** 521,782,817.81
Long-term prepaid expenses 3,869,990.15 5,001,055.07
Deferred tax assets 32,484,246.68 36,616,861.02
Total non-current assets **4,587,314,746.84 ** 4,217,325,966.33
Total assets **15,594,015,302.57 ** 11,964,709,290.58
Liabilities and shareholders’
equity
Current liabilities
Short-term borrowings 501,736,882.06 191,681,513.02
Financial liabilities held for trading 23,364,872.22 4,645.00
Notes payable 1,567,771,712.01 1,391,098,638.68
Trade payables 6 **5,502,769,681.97 ** 3,480,510,368.16
Advances from customers 620,593,516.36 907,031,506.85
Employee remunerations payable 246,014,827.14 236,343,013.69
Taxes payable **-15,127,083.82 ** -156,766,531.00
Interestspayable
Dividends payable **2,067.02 ** 9,002,067.02
Other payables 1,934,812,715.22 1,731,259,054.40
Other current liabilities **913,697,036.51 ** 574,037,292.42
Total current liabilities 11,295,636,226.69 8,364,201,568.24
Non-current liabilities
Provisions 377,199,975.24 361,158,229.87
Other non-current liabilities 53,524,706.47 56,011,769.90
Total non-current liabilities 430,724,681.71 417,169,999.77
Total liabilities 11,726,360,908.40 8,781,371,568.01
Shareholders’ equity
  • 2 -
Share capital 1,358,495,560.00 1,354,054,750.00
Capital reserve 2,132,241,221.52 2,099,105,600.77
Surplus reserves 145,189,526.48 145,189,526.48
Undistributed profits -250,617,265.10 -860,386,951.24
Difference on translation of foreign
currency financial statements
10,513,116.80 10,768,154.82
Total equity attributable to
shareholders of the Company
3,395,822,159.70 2,748,731,080.83
Minority interests 471,832,234.47 434,606,641.74
Total shareholders’ equity 3,867,654,394.17 3,183,337,722.57
Total liabilities and shareholders’
equity
**15,594,015,302.57 ** 11,964,709,290.58
Consolidated Income Statement
Item Note January to June 2014 January to June 2013
Revenue 7 15,397,537,762.48
12,992,870,024.48
Cost of sales 7 12,062,743,794.94
10,250,224,907.55
Business taxes and surcharges **47,442,408.04 ** 49,585,982.21
Sellingand distribution expenses **2,290,188,924.94 ** 1,754,021,512.96
General and administrative
expenses
403,931,289.17 354,200,313.53
Financial expenses 8 -14,986,556.54
12,612,656.22
Impairment losses on assets 7,056,482.02
6,688,362.49
Gain from changes in fair value -90,475,246.57
35,908,729.66
Investment income 9 186,760,167.37
154,056,030.47
Including: Share of profit of
associates and joint ventures
141,589,179.58 119,561,283.99
Operating profits 697,446,340.71
755,501,049.65
Non-operating income 47,756,186.98
13,979,505.92
Non-operating expenses 3,675,820.69 4,458,356.04
Including: Losses on disposal of
non-current assets
2,496,560.42
1,436,232.09
Total profit 741,526,707.00
765,022,199.53
Less: Income tax expenses 10 103,110,741.21
19,895,297.20
Net profit 638,415,965.79 745,126,902.33
Profits realized by consolidated
parties prior to consolidation
  • 3 -
Net profit attributable to
shareholders of the Company
609,769,686.14
706,812,577.45
Minority interests 28,646,279.65
38,314,324.88
Earnings per share
Basic earnings per share 13 0.45 0.52
Diluted earnings per share 13 0.45 0.52
Other comprehensive income -259,491.65
-4,419,540.36
(1) Items to be reclassified into
profit and loss in subsequent
accounting periods upon
satisfaction of required conditions
-259,491.65 -120,742.22
(2) Items not to be reclassified into
profit and loss in subsequent
accounting periods
-4,298,798.14
Total comprehensive income 638,156,474.14
740,707,361.97
Total comprehensive income
attributable to the shareholders of
the Company
609,510,194.49 702,393,037.09
Total comprehensive income
attributable to minority interests
28,646,279.65 38,314,324.88

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

  • 4 -

Regulatory Commission) on 23 March 2010. On 10 June 2010, the Company allotted and issued 362,048,187 A shares to Hisense Air-Conditioning for the Acquisition.

On 23 May 2014, the conditions for exercising the options of the first exercise period of the first share option incentive scheme of the Company were satisfied. The Shenzhen branch of China Securities Depository and Clearing Corporation Limited has approved the registration and the listing of the 4,440,810 new shares. As at 30 June 2014, the total number of issued shares of the Company was 1,358,495,560.00 and the registered capital of the Company was RMB1,358,495,560.00, of which Hisense Air-Conditioning held 612,316,909 shares, representing 45.07% 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 2014, Hisense Company Limited (“Hisense Group”), a state-owned enterprise incorporated in the PRC, is regarded as the ultimate controlling shareholder.

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 Accounting Standards for Business Enterprises issued by the Ministry of Finance, and the disclosure requirements under 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

  • 5 -

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 and washing machines, air-conditioners, and others (including product components and other electrical household appliances).

(1) Segment information for the period ended 30 June 2014 is as follows:

Amount for current
period
Refrigerators and
Washingmachines
Air-conditioners Others Elimination Total
1. Revenue from
external sales
6,287,790,801.14 7,214,897,296.28 529,721,371.69 14,032,409,469.11
2. Revenue from
inter-segment
685,139,673.40 -685,139,673.40
3. Share of profit of
associates and joint
ventures
-13,089,815.38 154,659,214.59 19,780.37 141,589,179.58
4. Depreciation and
amortization
131,224,705.35 61,518,837.23 31,441,964.13 224,185,506.71
5. Gain from changes
in fair value
-38,508,944.11 -40,225,630.56 -11,740,671.90 -90,475,246.57
6.Impairment losses
on assets
2,007,220.40 2,523,503.54 2,525,758.08 7,056,482.02
7. Total profit (total
loss)
200,120,273.80 479,284,433.71 92,501,371.81 -30,379,372.32 741,526,707.00
8. Income tax
expenses
26,205,733.62 71,433,826.93 5,471,180.66 103,110,741.21
9. Net profit (net loss) 173,914,540.18 407,850,606.78 87,030,191.15 -30,379,372.32 638,415,965.79
10. Total assets 13,269,026,315.69 12,062,111,032.83 3,942,866,361.86 -13,679,988,407.81 15,594,015,302.57
11.Total liabilities 9,368,237,443.37 9,819,799,306.76 2,697,634,850.08 -10,159,310,691.81 11,726,360,908.40
12.Additions to other
non-current
assets
other than long-term
equityinvestments
149,221,863.60 75,641,716.07 92,368,330.07 317,231,909.74

Segment information for the corresponding period last year is as follows:

Amount for last
period
Refrigerators and
Washingmachines
Air-conditioners Others Elimination Total
1. Revenue from
external sales
6,253,116,338.53 5,056,633,164.27 480,266,067.18 11,790,015,569.98
2. Revenue from
inter-segment
418,300,423.53 -418,300,423.53
3. Share of profit oft
in associates andjoint
-2,470,987.60 121,979,146.56 53,125.03 119,561,283.99
  • 6 -
ventures
4. Depreciation and
amortization
98,934,365.77 51,701,398.96 27,524,768.40 178,160,533.13
5. Gain from changes
in fair value
18,451,911.09 17,229,470.87 227,347.70 35,908,729.66
6.Impairment losses
on assets
12,186,845.98 -9,510,584.38 4,012,100.89 6,688,362.49
7. Total profit (total
loss)
376,580,290.10 307,783,454.94 107,891,979.23 -27,233,524.73 765,022,199.54
8. Income tax
expenses
14,350,935.70 2,892,139.46 2,652,222.04 19,895,297.20
9. Net profit (net loss) 362,229,354.40 304,891,315.48 105,239,757.19 -27,233,524.73 745,126,902.34
10. Total assets 10,505,823,975.90 7,865,318,736.17 3,457,583,436.30 -9,334,685,900.92 12,494,040,247.45
11. Total liabilities 7,140,418,703.35 6,271,972,667.65 2,548,483,271.58 -6,076,238,814.64 9,884,635,827.94
12.Additons to other
non-current
assets
other than long-term
equityinvestments
158,927,785.11 -9,421,775.75 -4,890,164.12 144,615,845.24

(2) Geographical Information

Item January to June 2014 January to June 2013
Revenue from external customers -
Mainland
10,114,000,100.38 8,226,727,331.31
Revenues from external customers -
Overseas
3,918,409,368.73 3,563,288,238.67
Total 14,032,409,469.11 11,790,015,569.98
Item 30 June 2014 31 December 2013
Non-current assets - Mainland 4,189,514,314.75 3,812,999,561.22
Non-current assets - Overseas 397,800,432.09 404,326,405.11
Total 4,587,314,746.84 4,217,325,966.33

*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

  • 7 -

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:

Company name 30 June 2014 30 June 2014 31 December 2013 31 December 2013
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
Wuhan Changrong 20,460,394.04 14,921,847.02
Total 38,689,983.28 22,726,941.64
  • (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 2014 31 December 2013
Within three months 3,744,047,415.38 1,603,973,518.09
Over three months but within six
months
31,368,925.32 25,252,208.41
Over six months but within one
year
4,355,812.94 4,216,549.94
Over one year 149,372,385.43 150,626,963.20
Total 3,929,144,539.07 1,784,069,239.64
Less: provision for bad debts 154,687,184.43 155,260,459.01
3,774,457,354.64 1,628,808,780.63

6. Trade payables

The aging of trade payables is analysed as follows:

Item 30 June 2014 31 December 2013
Within one year 5,362,934,062.70 3,291,382,468.75
Over one year 139,835,619.27 189,127,899.41
Total 5,502,769,681.97 3,480,510,368.16
  • 8 -

7.Revenue and cost of sales

Item January to June 2014 January to June 2013
Revenue from main
operations
14,032,409,469.11 11,790,015,569.98
Revenue from other
operations
1,365,128,293.37 1,202,854,454.50
Total 15,397,537,762.48 12,992,870,024.48
Item January to June 2014 January to June 2013
Cost of main
operations
10,797,489,654.95 9,138,714,099.92
Cost of other
operations
1,265,254,139.99 1,111,510,807.63
Total 12,062,743,794.94 10,250,224,907.55

8. Financial expenses

Item January to June 2014 January to June 2013
Interest expenses 11,098.16 326,455.49
less: interest income 1,995,289.97 1,437,999.50
Gain/(loss) on Foreign Exchange -12,598,553.46 35,447,916.96
Others -403,811.27 -21,723,716.73
Total -14,986,556.54 12,612,656.22

9. Investment Income

(1) Summary of investment income

9. Investment Income
(1)Summaryof investment income
Item January to June 2014 January to June 2013
Income from long-term equity investment
- the cost method
9,500,000.00 4,750,000.00
Income from long-term equity investment
- the equitymethod
141,589,179.58 119,561,283.99
Income from disposal of long-term equity
investment
- 23,335,449.55
Income from disposal of financial assets
held for trading
35,670,987.79 6,409,296.93
Total 186,760,167.37 154,056,030.47

(2) Income from long-term equity investment - the cost method

Investee January to June 2014 January to June 2013
Hisense International Co., Ltd. 9,500,000.00 4,750,000.00
Total 9,500,000.00 4,750,000.00
  • 9 -

(3) Income from long-term equity investment - the equity method:

Investee January to June 2014 January to June 2013
Huayi Compressor 5,259,786.88 3,776,668.68
Hisense-Whirlpool -18,349,602.26 -6,247,656.28
Attend Logistics Co,. Ltd. 19,780.37 53,125.03
Hisense Hitachi 154,659,214.59 121,979,146.56
Total 141,589,179.58 119,561,283.99

10. Income tax expenses

Item January to June 2014 January to June 2013
Income tax expenses 98,978,126.87 18,746,060.17
Inc: Current income tax calculated
according to tax law and
related
regulations
in
Mainland China

92,514,458.28
18,746,060.17
Current income tax calculated
according to tax law and
related regulations in Hong
Kong
6,463,668.59
Deferred tax expenses 4,132,614.34 1,149,237.03
Total 103,110,741.21 19,895,297.20

Certain subsidiaries have been recognised as “high technology” companies and are entitled to a preferential tax rate of 15% (2013: 15%).Hong Kong Profits Tax is calculated at 16.5% (2013: 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% (2013: 25%).

11. Net Current Assets

Item 30 June 2014 31 December 2013
7,747,383,324.25
8,364,201,568.24
-616,818,243.99
6,511,109,633.34
7,247,032,125.40
-735,922,492.06
Current Assets(Consolidated) 11,006,700,555.73
Less

Current
Liabilities
(Consolidated)
11,295,636,226.69
Net Current Assets(Consolidated) -288,935,670.96
Current Assets(the Company) 5,051,312,441.04
Less :Current Liabilities (the
Company)
5,156,006,314.35
Net Current Assets(the Company) -104,693,873.31

12.Total Assets Less Current Liabilities

Item 30 June 2014 31 December 2013

  • 10 -
Total Assets(Consolidated) 15,594,015,302.57 11,964,709,290.58
Less

Current
Liabilities
(Consolidated)
11,295,636,226.69 8,364,201,568.24
Total Assets less Current Liabilities
(Consolidated)
4,298,379,075.88 3,600,507,722.34
Total Assets(the Company) 8,988,699,569.36 10,451,187,516.52
Less :Current Liabilities (the
Company)
5,156,006,314.35 7,247,032,125.40
Total Assets Less Current Liabilities
(the Company)
3,832,693,255.01 3,204,155,391.12

13. Earnings per share

(a) Basic earnings per share

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

number of ordinary shares outstanding:
Item January to June 2014 Januaryto June 2013
Consolidated net profit attributable to
ordinary shareholders of the Company
609,769,686.14 706,812,577.45
Weighted average number of ordinary
shares in issue of the Company
1,354,794,885.00 1,354,054,750.00
Basic earnings per share 0.45 0.52

(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 2013, 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 2014. No interim dividend was paid for the corresponding period last year.

MANAGEMENT DISCUSSION AND ANALYSIS

.ANALYSIS OF THE COMPANY’S OPERATION

1. Overall operation of the Company during the Reporting Period

During the Reporting Period, the domestic home appliance industry exhibited scarce domestic demand and weak growth due to the influence of factors such as the withdrawal of the state’s policy for stimulation of consumption and the continued sluggish real estate market. According to the statistics of China Market Monitor Company Limited (CMM),

  • 11 -

the retail volume of refrigerator industry started to record year-to-year decrease since February 2014, and the extent of such decrease has further aggravated since the second quarter of the year. As at June 2014, there has been a 8.93% year-to-year decrease in the accumulated retail volume of the refrigerator industry while the air-conditioner industry maintained a slow but stable growth and recorded a year-to-year increase of 5.11% in the accumulated retail volume as at June 2014. As to the export business, the demand of overseas market was generally weak. According to the statistics of the Customs Department, the export volume of the refrigerator and freezer industry marked a year-to-year growth of 9.4%, and that of the air-conditioner industry decreased by 10.2% year-to-year.

In the aforesaid operating environment, during the Reporting Period, the Company managed to achieve an overall stable operating scale through strict implementation of the operating strategies of “building product advantages, improving service quality, reforming marketing model, enhancing system efficiency and ensuring scale and efficiency” which were formulated at the beginning of the year. The Company generated an operating revenue of RMB15398 million, representing a year-to-year increase of 18.51%, net profits attributable to shareholders of the listed company of RMB610 million, representing a year-to-year decrease of 13.73% and earnings per share was RMB0.45. The main operating business of the Company maintained stable and steady growth, of which the revenue from the refrigerators and washing machines business accounted for 44.81% of the main operating revenue, representing a year-to-year growth of 0.55%; revenue from the air-conditioner business accounted for 51.42% of the main operating revenue, representing a year-to-year growth of 42.68%; the domestic sales business recorded a main operating revenue of RMB10114 million, representing a year-to-year growth of 22.94%, whereas the export sales business recorded a main operating revenue of RMB3918 million, representing a year-to-year growth of 9.97%.

2. Refrigerators and washing machines

During the Reporting Period, the domestic refrigerator industry was stagnant, and both the retail volume and retail amount recorded year-to-year decrease. Being committed to implement the strategies of product intelligentization and product differentiation, in pursuance of its core technologies of energy saving, health and intelligentization, the Company insisted on technology innovations and upgrade and user experience enhancement. The Company launched the world’s first Nano-fresh nano ion preservation technology by integrating the water ion preservation technology and the plasma anti-bacterial technology and thus achieving the integration of the two major functions of “moisturizing and disinfection” in refrigerator products. In addition, pursuant to the

  • 12 -

domestic customers’ consumer demand and usage habit of “ large space and multi-drawers”, the Company launched Ronshen cross frostless four-door refrigerator. At the 2014 Refrigerator Industry Summit, “Ronshen refrigerators” won the “Leading Brand in Moisturizing Technology in the Refrigerator Industry for the year 2013-2014” for their continual innovations in moisturizing, frostless and cooling technologies, whereas Ronshen cross frostless four-door refrigerator was awarded the “Star of Space Design Award”, being the sole product in the refrigerator industry to receive such honour and it was also jointly recommended by the State Information Center and the website of China Household Electrical Appliances Association (www.cheaa.com) as “The Most Suitable Refrigerator for Chinese Households”. The new generation of Hisense intelligent refrigerators was once again honored with the “China Household Electrical Appliance Product Prize” at the 2014 China Appliance World Expo.

At the same time, the Company was devoted to expand the scale of export to compensate the insufficiency of the scale of domestic business. According to the statistics of the Customs Department, the export volume of the refrigerators and washing machines products of the Company recorded a year-to-year growth of 23.2% during the first half of 2014, outperforming the 9.4% growth of the industry.

3. Air-conditioner business

During the Reporting Period, the domestic air-conditioner industry maintained a slow but stable growth. The Company was eager to continually capitalize the opportunity of industry upgrade and has strengthened its product competitiveness and improved its brand image through further technological innovations, functional upgrades and quality enhancements. Hisense intelligent air-conditioner was awarded the “Gold Kangaroo World Innovation Award”, a one of its kind world-level eminent award, at the World Innovation Forum for its self-developed internet intelligent air-conditioner which is the first model around the globe. In line with its determination to enhance the product quality and sophistication, augment the promotion of mid- and high-end products and further enrich the portfolio of mid- and high-end products, the Company has launched Kelon QV Artistic cabinet air-conditioner series and ultra-thin wall-mounted air-conditioner series, and the price indices of “Kelon” brand air-conditioners increased steadily. As a result of the Company’s continuation of its fundamental works such as stringent cost control and procedural enhancement, the Company’s system efficiency was enhanced significantly, the product profitability was further enhanced and the gross profit margin recorded a 2.6 percentage points year-to-year increase. According to the statistics of CMM, the two air-conditioner brands “Hisense” and “Kelon” have achieved year-to-year growth in their retail volume by 28.76% and 8.69% respectively during the first half of 2014,

  • 13 -

outperforming the overall growth of the air-conditioner industry. The market share of the accumulated retail volume of the Company’s air-conditioners was 8.89%, representing an increase of 0.99 percentage points from the corresponding period last year.

4. Outlook

Looking ahead to the second half of the year, the demand in domestic home appliance market will remain weak and the industry players will continue to face a relatively tough operating environment. The Company will continue to uphold the operating strategies devised at the beginning of the year to achieve steady increase in its scale and market share, through the implementation of the following:

(1) to expedite the research and development and promotion of new high-end products; to establish the advantages of technological products; to enhance product competitiveness; to improve the sale structure.

(2) to define the product and channel positions; to enhance the channel capabilities; to grasp outlet exploration work; to steadily proceed with the channel building plan.

(3) to continue its in-depth exploration on efficiency enhancement possibilities; to comprehensively implement efficiency enhancement initiatives on manufacturing, management, marketing and other segments.

(4) to propel the management of NPS (net promoter score) ; to further improve product quality; to step up the level of sophistication; to enhance user experience and satisfaction; to refine the quality of service; to reinforce the service capability.

(5) to implement strict capital and expenses management and to accelerate capital flow.

Ⅱ. 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) 15,397,537,762.48 12,992,870,024.48 18.51
Netprofits attributable to shareholders of listed
609,769,686.14
706,812,577.45 -13.73
  • 14 -
company (RMB)
Net profits after deducting non-recurring profit and loss

attributable to shareholders of listed company (RMB)
573,969,809.70 676,763,629.46 -15.19
Net cash flow from operatingactivities(RMB) 100,286,224.09 79,191,035.09 26.64
Basic earningsper share(RMB/share) 0.45 0.52 -13.46
Diluted earningsper share(RMB/share) 0.45 0.52 -13.46
Weighted average rate of return on net assets(%) 19.85 37.92 -18.07
Increase or
decrease as
end of the Reporting
Items end of last year compared to
Period
end of last
year(%)
Total assets(RMB) 15,594,015,302.57 11,964,709,290.58 30.33
Net assets attributable to shareholders of listed company
3,395,822,159.70
2,748,731,080.83

(RMB)
23.54

() NON-RECURRING PROFIT AND LOSS ITEMS AND AMOUNTS

Unit: RMB Unit: RMB Unit: RMB
Item Amount Description
Profits or losses from disposal of non-current assets (including the part written off

forprovision for impairment onassets)

-856,818.94
Government grants recognized in the profits or losses (excluding government grants

closely related to the Company’s business and are received with fixed amounts or

with fixed percentage based onunified standards promulgated by government)

29,489,120.05
Reversal of provision for impairment loss of account receivables which is subject to

separate impairment testing

578,014.68
Other non-operatingincome and expenses other than the aforementioned items 15,448,065.18
Less:Effect of income tax 7,662,455.83
Effect of minorityinterests(after tax) 1,196,048.70
Total 35,799,876.44 --

()ANALYSIS OF PRINCIPAL BUSINESS

Unit:RMB Unit:RMB Unit:RMB Unit:RMB
Percentage
of change
Closing balance Opening balance Reasons for change
739,977,525.12
473,787,177.54
Mainly due to the end of the Reporting Period being
the peak season for sales with increase in payment
received which led to an increase in the closing
Cash at bank and
56.18%
balance of cash at bank and on hand as at the end of
on hand
the Reporting Period and at the same time due to an
increase in factoring accounts receivable during the
period
-
67,115,019.35
Mainly due to the change in the exchange rate for
Financial assets
-100.00%
undue forward contracts as at the end of the
held-for-trading
Reporting Period
3,774,457,354.64
1,644,771,822.27
Mainly due to the end of the Reporting Period being
the peak season for sales with increase in sales
Accounts
129.48%
which led to an increase in accounts receivable as at
receivable
the end of the period, but the extent of year-to-year
increase is similar to the increase in the scale of sales
Short-term 501,736,882.06
191,681,513.02
161.76% Mainly due to increase in factoring accounts
  • 15 -
borrowings receivable during the period
23,364,872.22
4,645.00
Mainly due to the change in the exchange rate for
Financial liabilities
502911.24%
undue forward contracts as at the end of the
held-for-trading
Reporting Period
5,502,769,681.97
3,480,510,368.16
Mainly due to the end of the Reporting Report being
the peak season for sales with accounts payable
Accounts payable 58.10%
increased in line with the increase in sales. The
year-on-year increase is similar to the increase in the
scale ofsales
620,593,516.36
907,031,506.85
Mainly due to the end of the Reporting Period being
Advances from
-31.58%
the peak season for sales with decrease in advances
customers
fromcustomersin line withtheincreaseinsales
-15,127,083.82
-156,766,531.00
Mainly due to increase in taxes payable in line with
Taxes payable N/A
the increase in sales
Other current 913,697,036.51
574,037,292.42
Mainly due to increase in the relevant expenses
59.17%
liabilities payable in line with the increase in sales
Reporting Period Corresponding
period last year
Year-to-yea
r increase Reasons for change
or decrease
Operating revenue 15,397,537,762.48 12,992,870,024.48 18.51% No significant change
Operating costs 12,062,743,794.94 10,250,224,907.55 17.68% No significant change
Selling and 2,290,188,924.94
1,754,021,512.96
Mainly due to the increase in relevant expenses in

distribution
30.57%
line with the increase in sales, and at the same time
expenses due to intensification of market participation
General and 403,931,289.17
354,200,313.53
administrative 14.04%
expenses No significant change
Financial expenses -14,986,556.54
12,612,656.22
N/A Mainly due to increase in exchange gains
Gain from
changes in fair
value
-90,475,246.57 35,908,729.66 N/A Mainly due to changes in undue forward
transactions for the period and changes in
settlement of due transactions
Non-operating
income
47,756,186.98 13,979,505.92 241.62% Mainly due to year-to-year increase in government
subsidies received for the period
103,110,741.21
19,895,297.20
Mainly due to increase in taxable income for all
Income tax
418.27%
companies and decrease in uncovered loss available
expenses
for the year
Other cash
received
concerning
operating
activities
311,684,318.20 508,225,547.38 -38.67% Mainly due to receipt of energy-saving subsidies
and payment from Intermediate People’s Court of
Yangzhou City for execution of cases involving the
Greencool Companies during the corresponding
period last year and no such corresponding sum
receivedforthe period
Net cash flows
from operating
activities
100,286,224.09 79,191,035.09 26.64% No significant change
Net cash flows
from investing
activities
-182,603,279.14 -159,207,987.91 14.69% No significant change
Cash received
from borrowings
806,571,237.55 145,508,582.23 454.31% Mainly due to increase in sum of factoring
financing for accounts receivable during the period
Cash paid for
repayment of
debts
494,790,463.77 92,496,008.42 434.93% Mainly due to increase in repayment of factoring
financing for accounts receivable during the period
Cash paid for
distribution of
dividends, profit
11,954,926.30 7,023,141.13 70.22% Mainly due to increase in dividend distribution by
certain subsidiaries
  • 16 -
or interest
expenses
Net cash flows
from financing
activities
349,192,218.98 45,989,426.02 659.29% Mainly due to increase in sum of factoring
financing for accounts receivable during the period
Net increase in
cash and cash
equivalents
266,990,347.58 -34,027,526.80 N/A Mainly due to change in cash flows from financing
activities

() DESCRIPTION OF PRINCIPAL BUSINESS SEGMENTS

Unit:RMB Unit:RMB Unit:RMB Unit:RMB Unit:RMB Unit:RMB Unit:RMB
Increase or Increase or
Increase or
decrease in decrease in
decrease in
revenue from costs of
Revenue from Gross gross profit
Costs of operating operating
operating profit margin as
Item operating
businesses as

businesses as
businesses margin compared to
businesses compared to compared to
(%) corresponding
corresponding corresponding
period last
period last year period last
year (%)
(%) year (%)
Byindustry
Home
appliances
manufacturing

industry
14,032,409,469.11
10,797,489,654.95
23.05 19.02
18.15
0.57
By product
Refrigerators and

washing machines
6,287,790,801.14
4,938,155,758.02
21.46 0.55
2.87
-1.77
Air-conditioners 7,214,897,296.28 5,485,955,258.68 23.96 42.68 37.96 2.60
Others 529,721,371.69
373,378,638.25
29.51 10.30
3.22
4.83
Byregion
Mainland 10,114,000,100.38
7,276,607,756.09
28.05 22.94
22.56
0.23
Overseas 3,918,409,368.73
3,520,881,898.86
10.15 9.97
9.98
-0.01

.CORE COMPETITIVENESS ANALYSIS

1.Technological advantages

The Company adheres to its operating philosophy of “technology orientation” and focuses on “energy-saving by inverter technology” and “green and environmental friendliness” to build its core competitiveness through continual innovations in technologies and products. The Company has top-notch research and development institutions including State-level enterprise technology center, enterprise post-doctoral scientific research station, State-recognized laboratory, and Guangdong Provincial Key Research and Development Center of Engineering Science, and an industry-leading research and development team with thousands of technical personnel. During the Reporting Period, the Company applied for a total of 193 patents including 58 invention patents. The Company was granted a total of 207 patents including 1 foreign invention patent and 9 invention patents. The Company is always committed to enhance its self-driven innovation capacity, strives to enhance the performance and level of intelligentization of its products, in order to improve its core competitiveness and its products’ market competitiveness and provide strong technical support for the Company’s industrial advancement.

  • 17 -

2.Brand advantages

The three brand names used in 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 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 US$46
Company appliances commercial 261,914.53 150,777.34 187,206.94
37,663.38
32,038.90
Hitachi million
has equity industry air-conditio
interest ners

LIQUIDITY AND SOURCES OF CAPITAL

Net cash generated from operating activities of the Group was approximately RMB 100 million for the six months ended 30 June 2014(for the six months ended 30 June 2013: RMB 79 million).

As at 30 June 2014, the Group had bank deposits and cash (including pledged bank balances) amounting to approximately RMB 740 million (as at 30 June 2013: RMB 482 million) and bank loans amounting to approximately RMB 502 million (as at 30 June 2013: RMB 83 million).

Total capital expenditures of the Group for the six months ended 30 June 2014 amounted to approximately RMB 283 million (for the six months ended 30 June 2013: RMB 243 million).

GEARING RATIO

As at 30 June 2014, the Group’s gearing ratio (calculated according to the formula: total liabilities divided by total assets) was 75% (as at 30 June 2013: 79%).

TRUST DEPOSITS

As at 30 June 2014, 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

  • 18 -

As at 30 June 2014, the Group had approximately 34,223 employees, mainly comprising 5,047 technical staff, 15,331 sales representatives, 486 financial staff, 828 administrative staff and 12,531 production staff. The Group had 6 employees with a doctorate degree, 268 with a master’s degree and 3,402 with a bachelor’s degree. There were 436 employees who occupied mid-level positions or above in the Group according to the national standards. For the six months ended 30 June 2014, the Group’s staff payroll amounted to RMB1267 million (corresponding period in 2013 amounted to RMB1011 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 position and other performance factors.

CHARGE ON THE GROUP’S ASSETS

As at 30 June 2014, the Group’s property, plant and equipment (including leasehold land held for own use) and investment properties and trade receivables of approximately RMB 557 million (31 December 2013: RMB 192 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 2014, the share capital structure of the Company was as follows:

Class of shares Number of shares Percentage to the total
issued share capital
H shares 459,589,808 33.83%
A shares 898,905,752 66.17%
Total 1,358,495,560 100.00%

TOP TEN SHAREHOLDERS

As at 30 June 2014, there were 29,644 shareholders of the Company (the “Shareholders”) in total, of which the top ten Shareholders were as follows:

  • 19 -
Percentage
No. of
Percentag
to the shares
e to the
relevant held
total
Nature of No. of class of subject
Name of Shareholder issued
Shareholder shares held
issued
to
shares of

shares of
trading
the

the
morator
Company

Company
um
Qingdao Hisense Air-conditioning Company
Limited
State-owned
legalperson
612,316,909 45.07% 68.12% 0
HKSCC Nominees LimitedNote1 Foreign
legal person
459,131,768 33.80% 99.90% 0
China Huarong Asset Management Co., Ltd. State-owned
legalperson
30,000,000 2.21% 3.34% 0
China Construction Bank – Yinhua Prosperity
ThemeEquityFund
Other 17,970,085 1.32% 2.00% 0
Zhang Shaowu Domestic
natural
person
6,497,200 0.48% 0.72% 0
NationalSocialSecurityFund411 Other 4,664,954 0.34% 0.52% 0
Dacheng Value-added Security Investment
FundNote 2
Other 4,144,439 0.31% 0.46% 0
National Social Security Fund 114 Other 3,708,689 0.27% 0.41% 0
ICBC–Guangfa Strategic Quality Package
Mixed SecurityInvestmentFund
Other 3,229,790 0.24% 0.36% 0
Bank of China–Dacheng Quality Shares
Package SecurityInvestment Fund(LOF)Note 2
Other 3,059,824 0.23% 0.34% 0

Notes:

1.The shares held by HKSCC Nominees Limited are held on behalf of a number of its account participants, among which, Hisense (Hong Kong) Company Limited, a party acting in concert with the controlling shareholder of the Company, is the holder of 54 million H shares in total at the end of the Reporting Period, representing 3.97% of the total number of shares of the Company.

2. Da Cheng Fund Management Co., Ltd is the fund managers of both Dacheng – Value-added Security Investment Fund and Bank of China Dacheng Quality Shares Package Security Investment Fund (LOF) .

SHAREHOLDINGS OF THE TOP TEN SHAREHOLDERS OF TRADABLE SHARES

Name of Shareholders Number of
tradable shares
held
Class of shares
Qingdao Hisense Air-conditioning Company Limited 612,316,909 RMB ordinary
shares
  • 20 -
HKSCC Nominees Limited 459,131,768 Overseas listed
foreignshares
China Huarong Asset Management Co., Ltd. 30,000,000 RMB ordinary
shares
China Construction Bank – Yinhua Prosperity Theme
EquityFund
17,970,085 RMB ordinary
shares
Zhang Shaowu 6,497,200 RMB ordinary
shares
National Social Security Fund 411 4,664,954 RMB ordinary
shares
Dacheng Value-added Security Investment Fund 4,144,439 RMB ordinary
shares
National Social Security Fund 114 3,708,689 RMB ordinary
shares
ICBC–Guangfa Strategic Quality Package Mixed
SecurityInvestmentFund
3,229,790 RMB ordinary
shares
Bank of China–Dacheng Quality Shares Package
SecurityInvestment Fund(LOF)
3,059,824 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 2014, 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

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
CompanyLimited Note1
Beneficial
owner
A shares 612,316,909(L) 68.12% 45.07%
Qingdao Hisense
Electronics Industry
Holding Co.,Ltd. Note 1
Interest of
controlled
corporation
A shares 612,316,909(L) 68.12% 45.07%
Hisense Group_Note 1_ Interest of
controlled
corporation
A shares 612,316,909(L) 68.12% 45.07%
Hisense (Hong Kong)
Company Limited_Note 1_
Beneficial
owner
H shares 54,000,000(L) 11.75% 3.97%
QingdaoHisense Interest of Hshares 54,000,000(L) 11.75% 3.97%
  • 21 -
Electronics Industry
Holding Co.,Ltd. Note 1
controlled
corporation
Hisense Group_Note 1_ Interest of
controlled
corporation
H shares 54,000,000(L) 11.75% 3.97%
Prime Capital
Management Company
Limited Note 2
Investment
manager
H shares 55,205,691(L) 12.01% 4.06%

The letter “L” denotes a long position in the shares.

Notes:

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

2. Prime Capital Management Company Limited was interested in a total of 55,205,691 H shares in the capacity of an investment manager by virtue of the SFO.

Save as disclosed above, as at 30 June 2014, 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.

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

As at 30 June 2014, save as disclosed below and 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.

Long position in the shares of the Company

Name of
Director
Nature of interest Number of shares
held
Percentage to
the total issued
shares of the
Company
Percentage to the
relevant class of
issued shares of
the Company
TangYe Guo Beneficialowner 415,800Ashares 0.03% 0.046%
Xiao Jian Lin Beneficialowner 273,240Ashares 0.02% 0.030%
  • 22 -

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 2014.

THE FIRST SHARE OPTION INCENTIVE SCHEME

(1) Movements of (1) Movements of the share options during the Reporting Period the share options during the Reporting Period the share options during the Reporting Period the share options during the Reporting Period
N
o.

Name
Position Outstandin
g share
options as
at 1
January
2014 (’0000
shares)
Number of
share options
exercised
during the
Reporting
Period
(’0000
shares)
Number of
share options
lapsed
during the
Reporting
Period
(’0000
shares)
Number of
share options
cancelled
during the
Reporting
Period (’0000
shares)
Outstanding
share options
as at 30 June
2014(’0000
shares)
1 Tang Ye
Guo
Chairman 126 41.58 - 84.42
2 Xiao Jian
Lin
Director,
President
82.8 27.324 - 55.476
3 Jia Shao
Qian
Vice-Presid
ent
82.8 25.806 - - 56.994
4 Ren Li
Ren
Former
Director,
former
President
72_(Note 2)_ N/A - - N/A
5 Zhang Yu
Qing
Former
Vice-Presid
ent
82.8_(Note 2)_ N/A - - N/A
6 Wang Yun
Li
Former
Vice-Presid
ent
82.8_(Note 2)_ N/A - - N/A
7 Gan Yong
He
Former
Director,
former
Vice-Presid
ent
18.1_(Note 2)_ N/A - - N/A
8 Mid
level
manageme
nt staff
and key
personnel
936.9 349.371 41.61 508.41 (Note 3) 801.619
Total 1484.2 444.081 41.61 508.41_(Note 3)_ 998.509

Notes:

1All share options available for issue under the First Share Option Incentive Scheme have been granted.

  • 23 -

2Mr. Ren Li Ren, Mr. Zhang Yu Qing, Mr. Wang Yun Li and Mr. Gan Yong He have respectively resigned from their positions as director, president and vice-president on 27 March 2014.

3The share options for subscribing 5,084,100 A Shares which were cancelled includes the share options for subscribing 4,668,000 A Shares which had lapsed on 18 October 2013.

(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.

  • 24 -

According to the calculation by the Black-Scholes option pricing model, the Company recognized an expense of RMB 0.5376 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 2014

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Xiao Jian Lin, Mr. Huang Xiao Jian and Mr.Tian Ye; 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

.MATERIAL LITIGATIONS AND ARBITRATIONS OF THE COMPANY

√ Applicable □ Not applicable

Whether
a
Amount Results and Execution of the
liability

involved
Progress of the litigation
effects of the
judgment of the
General status of the litigation (arbitration)
is

(RMB ten

(arbitration)
litigation litigation
expected
thousand) (arbitration) (arbitration)
to be
incurred
A series of related party transactions and

On 24 June 2014, the The effect of the
As at the date
unusual cash flows occurred between the Company received the cases
involving

hereof,
the
Greencool Companies and the Company execution judgment of Greencool Company has not
during the period from October 2001 to
72,541.44
No (2009) Fo Zhong Fa Companies
on

yet
received
July 2005. In addition, during the period,
Zhi Zi No. 235 from the net profits execution
the Greencool Companies, through certain the
Foshan
attributable
to

judgment for 3
specific third party companies suchas Intermediate
Court,
shareholders
of
cases
involving
  • 25 -
Tianjin
Lixin
Commercial
Trading






which
provides
the
the
Company
Greencool
Development Company Limited, were execution procedure of was Companies.
involved in a series of unusual cash flow the above mentioned approximately
with the Company. The Company has case
has
been
RMB570,000.
instituted
proceedings
against
the
concluded
in
Greencool
Companies
for
such
accordance with the
transactions and unusual cash flows as well law.
as the suspectedfund embezzlements.

.SHAREHOLDINGS IN OTHER LISTED COMPANIES HELD BY THE COMPANY

Stock
code
Initial
Shareholdi
ng
percentage
in the
company
(%)
Carrying amount
at the end of the
period
(RMB ten
Profit and
loss for the
Reporting
Period
(RMB ten
thousand)
Changes in
ownership
interests for
the Reporting
Period
(RMB ten
thousand)
Stock investment cost
abbreviation (RMB ten
thousand)
thousand)
000404 Huayi
Compressor
2,417.14 3.74 8,029.12 525.98 462.74

.PARTICULARS OF CONNECTED TRANSACTIONS OCCURRED DURING THE REPORTING PERIOD

Connected Percentage of
Type of Pricing principle transaction
total amount of
Particulars of connected
Connected parties connected of connected amount similar
transaction
transaction transaction (RMB ten transactions
thousand) (%)
Hisense Electric Purchase Finishedgoods Agreedprice 6.03 0.00
Hisense -Whirlpool Purchase Finishedgoods Agreed price 19,490.78 1.62
Hisense Hitachi Purchase Finishedgoods Agreed price 62.20 0.01
Hisense Electric Purchase Materials Agreed price 1,814.94 0.15
Hisense Group Purchase Materials Agreedprice 1,207.51 0.10
Hisense -Whirlpool Purchase Materials Agreedprice 369.00 0.03
Hisense Hitachi Purchase Materials Agreed price 298.67 0.02
Receipt of
Hisense Electric Receipt of services 378.00 0.03

services
Agreed price
Receipt of
Hisense Group Receipt of services 21,636.40 1.79

services
Agreed price
Hisense Hong
Kong
Purchase Purchase financing agency Agreed price 15,924.41 1.32
Hisense Electric Sale Finishedgoods Agreedprice 14.61 0.00
Hisense Group Sale Finishedgoods Agreed price 90,273.74 5.86
Hisense Hitachi Sale Finishedgoods Agreed price 1,528.03 0.10
Hisense Electric Sale materials Agreed price 268.27 0.02
Hisense Group Sale materials Agreedprice 460.44 0.03
Hisense -Whirlpool Sale materials Agreed price 516.98 0.03
Hisense Hitachi Sale Materials Agreedprice 58.91 0.00
Hisense Electric Sale Moulds Marketprice 4,006.84 0.26
Hisense Group Sale Moulds and equipments Marketprice 9,082.74 0.59
  • 26 -
Hisense -Whirlpool Sale Moulds and equipments Marketprice 376.28 0.02
Hisense Hitachi Sale Moulds Marketprice 123.25 0.01
Provision of
Hisense Group Provision of services Agreed price 274.51 0.02
services
Provision of
Hisense -Whirlpool Provision of services Agreed price 90.45 0.01
services

As at the end of the Reporting Period, the Company and its subsidiaries had the balance of deposit of RMB521,764,600 and interest income received of RMB1,193,100, the actual balance of loan of RMB 0, balance of electronic bank acceptance bill of RMB912,597,900, interest payment for discounted notes of RMB 0 and the handling fee for opening accounts for electronic bank acceptance bill of RMB577,000 with Hisense Finance. The actual amount of discounted interest for the provision of draft discount services was RMB 0, the actual amount involved for the provision of settlement and sale of foreign exchange services was RMB208,382,200 and the actual service fee paid for the provision of agency services such as settlement services for receipt and payment of funds was RMB130,900.

.PARTICULARS OF GUARANTEES

Unit: RMB 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) 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
0 0
Period (A1) Reporting Period (A2)
Total limit on the amount of external Total balance of actual amount
guarantees which has been approved at the of external guarantees at the
0 0
end of the Reporting Period (A3) end of the Reporting Period

(A4)
Guarantees given by the Company for its subsidiaries
The guaranteed party Date of Guarante Actual effective
Actual
Type of Period of guarantee Comp Whether
disclosure of ed date (date of guarantee guarantee leted the
relevant amount agreement) d amount or not guarante
announcemen e is given
t in relation for any
to the limit on connecte
the d party
guaranteed
amount
22 November Joint liability
Guangdong Refrigerator 2013.03.13-2014.01.31 Yes No
2013 60,000
2013-03-13
19.89 guarantee;
22 November Joint liability
Guangdong Refrigerator 2014.03.05-2015.01.31 No No
2013 60,000
2014-03-05
9.44
guarantee

22 November
Joint liability
Guangdong Refrigerator 2014.01.24-2014.06.27 Yes No

2013
guarantee
60,000
2014-01-24
726.83
Guangdong Refrigerator
22 November
60,000
2014-05-22
235.21 Joint liability 2014.05.22-2014.08.06 No No
  • 27 -
2013 guarantee
Guangdong 22 November Joint liability
2013.11.26-2014.04.08 Yes No
Air-conditioner 2013 30,000
2013-11-26
160.00 guarantee
Guangdong
Air-conditioner
22
November
2013
30,000 2013-11-29 39.08 Joint
liability
guarantee
2013.11.29-2014.08.30 No No
Guangdong
Air-conditioner
22
November
2013
30,000 2014-05-05 160.00 Joint
liability
guarantee
2014.05.05-2015.12.31 No No
Guangdong
Air-conditioner
22
November
2013
30,000 2012-11-27 2,927.67 Joint
liability
guarantee
2012.11.27-2014.05.19 Yes No
Guangdong
Air-conditioner
22
November
2013
30,000 2014-03-21 1,666.96 Joint
liability
guarantee
2014.03.21-2014.08.26 No No
Home Appliances Co 22
November
2013
5,000 2013-12-20 130.41 Joint
liability
guarantee
2013.12.20-2014.06.23 Yes No
Home Appliances Co 22
November
2013
5,000 2014-06-23 125.30 Joint
liability
guarantee
2014.06.23-2015.05.30 No No
Home Appliances Co 22
November
2013
5,000 2014-06-20 60.00 Joint
liability
guarantee
2014.06.20-2016.06.11 No No
Home Appliances Co 22
November
2013
5,000 2014-01-29 649.77 Joint
liability
guarantee
2014.01.29-2014.06.30 Yes No
Home Appliances Co 22
November
2013
5,000 2014-06-09 170.82 Joint
liability
guarantee
2014.06.09-2014.07.30 No No
22 November Joint liability
Guangdong Freezer 2014.02.26-2014.04.15 Yes No
2013 5,000
2014-02-26
95.55 guarantee;
22 November Joint liability
Yangzhou Refrigerator Yes No
2013 10,000
2013-05-14
156.22
guarantee
2013.05.14-2014.06.27
22 November Joint liability No No
Yangzhou Refrigerator
2013 10,000
2013-05-14
112.98 guarantee 2013.05.14-2014.08.14
22 November Joint liability
Ronsheng Plastic Yes No
2013 6,000
2014-04-03
291.62 guarantee 2014.04.03-2014.06.30
22 November Joint liability No No
Ronsheng Plastic
2013 6,000
2014-04-25
671.80 guarantee 2014.04.25-2014.08.26
Total limit on the amount of guarantees Actual amount of
for subsidiaries approved during the 183,000 guarantees for subsidiaries
8,409.55
Reporting Period (B1)
during the Reporting

Period(B2)
Total limit on the amount of guarantees
Total balance of actual
for subsidiaries which has been
approved at the end of the Reporting
183,000 amount of guarantees for 3,251.58
subsidiaries at the end of
Period (B3)
the Reporting Period (B4)
Total guaranteed amount of the Company (being the sum of the previous two major items)
Total limit on the amount of guarantees
Actual amount of guarantees
approved during the Reporting Period
183,000
during the Reporting Period
8,409.55
(A1+B1)
(A2+B2)
Total limit on the amount of guarantees which Total balance of actual amount
has been approved at the end of the Reporting of guarantees at the end of the
183,000 3,251.58
Period (A3+B3) Reporting Period (A4+B4)
Proportion of actual amount of guarantees (being A4+B4) to the net assets 0.96%
of the Company
Including:
Guaranteed amount provided for shareholders, beneficial controlling parties
and their connectedparties(C)
  • 28 -
Guaranteed amount provided directly or indirectly for the guaranteed party
with gearing ratio over 70% (D) 1,866.04
Totalguaranteed amount over 50% of the net asset(E)
Sum of the above three guarantees (C+D+E)
1,866.04
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 Connec Wheth Type of Initial Effective
Expiry
Investment Amo Investment Proport Actual
operators
tion
er or derivatives investment Date Date at the unt of
at the end of

ion of
amount of
of not a investment of beginning of
provi
the Period invest profit and
derivativ connec derivatives the Period sion ment to
loss
es ted investment for the net during the
investme transac impai asset of
Reporting
nt tion rment the Period
(if Compa
any) ny at
the end
of the
Reporti
ng
Period
(%)
Forward
foreign 1 Januar 30 Jun
Bank No No 278,543.31 278,543.31 233,999.52
68.91
-5,480.43
exchange y 2014 e 2014
contracts
Source
of
derivatives
investment

Export trade payment
funding
Litigation involved (if applicable) Not applicable
Date of the announcement disclosing
28 March 2014
the approval of derivatives investment
by the Board (if any)
Date of the announcement disclosing
27 June 2014
the approval of derivatives investment
during shareholders’meetings (if any)
The derivatives business of the Company mainly represents the forward foreign
exchange contracts used to avoid the risk of foreign exchange fluctuations related to
the overseas sales receivables. The Company determines a reasonable range of


foreign exchange rates to achieve the hedging purpose.
Risk analysis of positions in derivatives
during the Reporting Period and


The Company has formulated the “Management Measures for the Foreign Exchange
explanations of risk control measures


Capital Business” and “the Internal Control System for Forward Foreign Exchange
(including but not limited to market


Capital Transactions”. The measures specifically regulate the basic principles,
risk,
liquidity
risk,
credit
risk,

operation rules, risk control measures and internal controls that shall be followed
operation risk, legal risk etc.)
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.
Changes in market price or product fair
The assessment of the fair value of the derivatives carried out by the Company

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 explanations of risk control measures Capital Business” and “the Internal Control System for Forward Foreign Exchange (including but not limited to market risk, liquidity risk, credit risk, Capital Transactions”. The measures specifically regulate the basic principles, operation rules, risk control measures and internal controls that shall be followed operation risk, legal risk etc.) 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. Changes in market price or product fair The assessment of the fair value of the derivatives carried out by the Company

  • 29 -

value of invested derivatives during the mainly represents the outstanding foreign exchange forward contracts entered into by Reporting Period, where specific the Company and banks, which are recognized as transactional financial assets or methods and relevant assumptions and liabilities based on the difference between the quotation of the outstanding foreign parameters used shall be disclosed in exchange forward contracts and the forward exchange rate as at the end of the the analysis of derivatives’ fair value period. During the Reporting Period, the Company recognized a gain on change in fair value of the derivatives of RMB-90,475,200. Investment gain amounted to - RMB35,670,900, resulting in a total profits or losses of RMB 54,804,300. Explanations of any significant changes in the Company’s accounting During the Reporting Period, there were no material changes in the accounting policies and specific accounting and policy and specific accounting and auditing principles for the Company’s derivatives auditing principles on derivatives business as compared to last reporting period. between the Reporting Period and the last reporting period Opinion of independent directors: Commencement of foreign exchange derivatives business by the Company was beneficial to the Company in the prevention of Specific opinions of independent exchange rate fluctuation risks. The Company has devised the Internal Control Directors on the derivatives investment System for Forward Foreign Exchange Capital Transactions to strengthen internal and risk control of the Company 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
“Hisense International” Hisense International Co., Ltd.
“Hisense Hong Kong” Hisense (Hong Kong) Company Limited
“Guangdong Greencool” Guangdong Greencool Enterprise Development Company Limited
“Greencool Companies” Guangdong Greencool and other related parties
“Guangdong Refrigerator” Hisense Ronshen (Guangdong) Refrigerator Co., Ltd.
“Guangdong Air-Conditioner” Guangdong Kelon Air-Conditioner Co., Ltd.
“Home Appliances Co” GuangDong Hisense Home Appliances Co.,Ltd.. Its former name
is Guangdong Kelon Fittings Co., Ltd., which has been changed
since 10 April 2014
  • 30 -
“Guangdong Freezer” Hisense Ronshen (Guangdong) Freezer Co., Ltd.
“Yangzhou Refrigerator” Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd.
“Ronsheng Plastic” Foshan Shunde Rongsheng Plastic Co., Ltd
“Huayi Compressor” Huayi Compressor Company Limited
“Foshan Intermediate Court” Intermediate People’s Court of Foshan City
“RMB” Renminbi
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
  • 31 -