Medlive Technology Co., Ltd. — Interim / Quarterly Report 2015

Oct 29, 2015

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.

==> picture [235 x 57] intentionally omitted <==

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)

2015 THIRD QUARTERLY REPORT

This announcement is made by Hisense Kelon Electrical Holdings Company Limited (the “Company”) pursuant to Part XIVA of the Securities and Futures Ordinance (CAP.571) and Rules 13.09 and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

I. IMPORTANT NOTICE

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

2. Mr. Tang Ye Guo, the person in charge of the Company and Mr. Li Hua, the person in charge of the accounting function and Mr. Yan Zhi Yong, the person in charge of the accounting department, warrant the truthfulness, accuracy and completeness of the contents of the financial statements in this quarterly report.

3. All Directors attended the Board meeting for considering and approving the 2015 third quarterly report.

4. The financial statements of the Company for the third quarter of 2015 have not been audited by accountants.

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

1

II. 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
	End of the reporting
Items		End of the previous financial year		compared to the
	period
				end of the previous
				financial year(%)
Total assets(RMB)	14,182,331,650.66	13,266,793,963.74		6.90
Net assets attributable to shareholders of	3,924,868,041.56	3,458,363,028.38
				13.49
listed company (RMB)
				Increase or
				decrease (the
		Increase or
				beginning of the
		decrease as	The beginning of
				year to the end of
		compared to	the year to the end
Items	Reporting period			the reporting
		corresponding	of the reporting
				period as compared
		period last year	period
				to corresponding
		(%)
				period last year)
				(%)
Operatingrevenue(RMB)	5,616,212,947.84	-14.8	19,227,361,567.73	-12.56
Net profits attributable to shareholders of	-46,017,112.95		459,700,620.95
		N/A		-35.42
listed company (RMB)
Net profits attributable to shareholders of
listed company after deducting	-63,641,709.71	N/A	223,886,236.14	-66.35
extraordinary profit and loss(RMB)
Net cash flow from operating activities			-1,488,344.54
	--	--		N/A
(RMB)
Basic earningsper share(RMB/share)	-0.03	N/A	0.34	-35.85
Diluted earningsper share(RMB/share)	-0.03	N/A	0.34	-35.85
Weighted average rate of return on net
	-1.17	-4.13	12.46	-10.33
assets(%)

Extraordinary profit and loss items and amounts

√Applicable □ Not applicable

Unit: RMB	Unit: RMB	Unit: RMB
	Amounts from the
	beginning of the year
Items		Description
	to the end of the
	reporting period
Profits or losses from disposal of non-current assets (including the part	125,077,514.36
written off forprovision for impairment on assets)

2

Government subsidy recorded in the profits or losses of the current period
(except government subsidy which is closely related to the Company’s	136,057,566.86
business and is entitled for fixed amounts or fixed percentage based on
unified standards promulgated by the government)
	7,495,417.80
Non-operating income and expenses other than the aforementioned items
	29,017,270.18
Less: Effect of income tax
	3,798,844.03
Effect of minority interests (after tax)
Total	235,814,384.81
		--

III. Table showing total number of shareholders and the shareholding of the top ten holders of ordinary shares at the end of the reporting period Unit: shares

Total number of shareholders of
ordinary shares at the end of the						26,875
reporting period
The shareholding ofthe top ten holders ofordinary shares
			Percentage			Situation of
			to the total		No. of	pledged or frozen
			issued share		shares held	shares
		Nature of		No. of shares
Name of Shareholder			capital of		subject to
		Shareholder		held
			the		selling	Share
							Quantity
			Company		restrictions	status
			(%)
Qingdao Hisense Air-conditioning CompanyLimited		State-owned legalperson	44.93%	612,316,909	0
HKSCC Nominees LimitedNote1		Foreign legal person	33.69%	459,150,768	0
Cental Huijin Investment Ltd.		Domestic non-state-owne dlegalperson	1.95%	26,588,700	0
China Securities Finance Corporation Limited		Domestic non-state-owne dlegalperson	1.35%	18,379,176	0
Zhang Shao Wu		Domestic naturalperson	0.53%	7,200,000	0
ICBC Credit Suisse Fund - Agricultural Bank of China - ICBC Credit Suisse China Securities Financial AssetManagementPlan		Other	0.48%	6,518,300	0
Southern Fund - Agricultural Bank of China - Southern China Securities Financial Asset ManagementPlan		Other	0.48%	6,518,300	0
Central European Fund - Agricultural BankofChina-		Other	0.48%	6,518,300	0

3

Central European China Securities Financial AssetManagementPlan
Boshi Fund - Agricultural Bank of China - Boshi China Securities Financial AssetManagementPlan	Other	0.48%		6,518,300		0
Dacheng Fund - Agricultural Bank of China - Dacheng China Securities Financial Asset ManagementPlan	Other	0.48%		6,518,300		0
Jiashi Fund - Agricultural Bank of China - Jiashi China Securities Financial AssetManagementPlan	Other	0.48%		6,518,300		0
Guangfa Fund - Agricultural Bank of China - Guangfa China Securities Financial Asset ManagementPlan	Other	0.48%		6,518,300		0
Huaxia Fund - Agricultural Bank of China - Huaxia China Securities Financial AssetManagementPlan	Other	0.48%		6,518,300		0
Yinhua Fund - Agricultural Bank of China - Yinhua China Securities Financial AssetManagementPlan	Other	0.48%		6,518,300		0
Yifangda Fund - Agricultural Bank of China - Yifangda China Securities Financial Asset ManagementPlan	Other	0.48%		6,518,300		0
The shareholding ofthe top ten holders ofordinary sharesnot subject to sellingrestrictions
			Number of shares		Class
Name of Shareholder			held not subject to
					Class			Quantity
			sellingrestrictions
QingdaoHisenseAir-conditioning CompanyLimited			612,316,909		RMBordinary shares			612,316,909
HKSCC Nominees LimitedNote1			459,150,768		Overseas listed
					foreignshares			459,150,768
Cental Huijin InvestmentLtd.			26,588,700		RMBordinary shares			26,588,700
China SecuritiesFinance Corporation Limited			18,379,176		RMBordinary shares			18,379,176
Zhang Shao Wu			7,200,000		RMBordinary shares			7,200,000
ICBC Credit Suisse Fund - Agricultural Bank of China - ICBC Credit Suisse China Securities Financial AssetManagementPlan			6,518,300
					RMBordinary shares			6,518,300
Southern Fund - Agricultural Bank of China - Southern China Securities Financial Asset ManagementPlan			6,518,300
					RMBordinary shares			6,518,300
Central European Fund - Agricultural Bank of China - Central European China Securities Financial Asset ManagementPlan			6,518,300
					RMBordinary shares			6,518,300
Boshi Fund - Agricultural Bank of China - Boshi China SecuritiesFinancial AssetManagementPlan			6,518,300
					RMBordinary shares			6,518,300
Dacheng Fund - Agricultural Bank of China - Dacheng China Securities Financial Asset			6,518,300
					RMBordinary shares			6,518,300

4

ManagementPlan
Jiashi Fund - Agricultural Bank of China - Jiashi China SecuritiesFinancial AssetManagementPlan	6,518,300
		RMBordinary shares	6,518,300
Guangfa Fund - Agricultural Bank of China - Guangfa China Securities Financial Asset ManagementPlan	6,518,300
		RMBordinary shares	6,518,300
Huaxia Fund - Agricultural Bank of China - Huaxia China SecuritiesFinancial AssetManagementPlan	6,518,300
		RMBordinary shares	6,518,300
Yinhua Fund - Agricultural Bank of China - Yinhua China SecuritiesFinancial AssetManagementPlan	6,518,300
		RMBordinary shares	6,518,300
Yifangda Fund - Agricultural Bank of China - Yifangda China Securities Financial Asset ManagementPlan	6,518,300
		RMBordinary shares	6,518,300

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, purchased 10,339,000 H shares of the Company during the reporting period, representing 0.76% of the total number of shares of the Company. Hisense (Hong Kong) Company Limited is the holder of 76,303,000 H shares of the Company in total at the end of the reporting period, representing 5.60% of the total number of shares of the Company.

IV. SIGNIFICANT MATTERS

1. Details of and reasons for significant changes of the principal accounting items and financial indicators during the reporting period

• √Applicable □ Not applicable

				Unit: RMB
Balance sheet items	Closing balance	Opening balance	Change （%）	Reason for the change
Notes receivable	2,120,466,724.70	991,796,937.82	113.80	Mainly due to the increase in notes repayment and decrease in endorsement of notes receivable at the end of the reporting period.
Prepayments	250,060,754.69	498,209,306.68	-49.81	Mainly due to the booking in the accounts based on the invoices issued in respect of prepayments for construction and equipment duringthe reporting period.
Construction inprogress	86,585,121.95	251,551,873.15	-65.58	Mainly due to the completion of construction projects in progress during the reporting period and their transfer to fixed assets in the accounts.
Notespayable	2,758,751,490.37	1,528,195,526.41	80.52	Mainly due to the increase in issuing notes as payment method during the reporting period.
Advances from customers	522,921,476.28	765,881,375.85	-31.72	Mainly due to the realization of sales revenue during the reporting period leading to the decrease in advances from customers.

5

Other current liabilities	943,580,061.22	680,022,633.56	38.76	Mainly due to the change in pace of fee settlement of merchants.
Other comprehensive income	14,730,647.95	39,990,884.45	-63.16	Mainly due to the disposal of equity rights of Huayi Compressor Company Limited during the reporting period and the transfer of other comprehensive income recognized in thepreviousyear.
Income statement items	Amount for the period from the beginning of the year to the end of the reporting period	Amount for the corresponding period last year	Change （%）	Reason for the change
Finance expense	-77,088,464.72	-5,430,774.16	N/A	Mainly due to the increase in foreign exchangegain.
Impairment loss of assets	25,323,369.00	45,518,201.47	-44.37	Mainly due to the decrease in provision for inventory impairment during the current period when compared to the previous period.
Gains from changes in fair value("-" indicates a loss)	13,889,730.47	-60,725,650.59	N/A	Mainly due to the changes in undue forward transactions and the changes in settlement of due transactions during the reporting period.
Investment income("-" indicates a loss)	379,002,808.49	283,750,630.59	33.57	Mainly due to the disposal of equity rights of Huayi Compressor Company Limited during the current period which resulted in increase in recognized investment income.
Non-operatingincome	147,706,613.01	56,550,666.68	161.19	Mainly due to the increase in government grants received duringthe currentperiod.
Non-operatingexpense	14,625,082.15	1,631,217.57	796.57	Mainly due to the increase in loss on disposal of fixed assets during the reporting period.
Statement of cash flow items	Amount for the period from the beginning of the year to the end of the reporting period	Amount for the corresponding period last year	Change （%）	Reason for the change
Cash received from recoveryof investments	330,278,145.68	88,200,000.00	274.47	Mainly due to the disposal of equity rights of Huayi Compressor Company Limited which resulted in the increase in the amount recovered from investment.
Cash paid for the acquisition and construction of fixed assets, intangible assets and other long-term assets	365,894,553.05	639,693,128.05	-42.80	Mainly due to the decrease in purchasing production equipment during the reporting period.

6

2.Development of significant matters and analysis of their impacts and solutions

□Applicable √ Not applicable

3.Undertakings made by the Company or shareholders with shareholding of more than 5% in the reporting period or in previous periods but which have continued in the reporting period

√Applicable □ Not applicable

	Undertaking		Time of	Time limit of	Status of
Undertakings		Subject matter of undertakings
	party(ies)		undertakings	undertakings	performance
Undertakings made in report on acquisition or report on changes in shareholding		1.After the acquisition of subject shares
		by Hisense Air-conditioning, the
		undertaking parties would deal with
		possible connected transactions with the
		Company in strict compliance with the
		relevant laws and regulations, and the
		relevant requirements of China Securities
		Regulatory Commission, the Stock
		Exchange, the Shenzhen Stock Exchange
		and the Articles of Association of the
		Company based on the market principles
		of justice, fairness, openness and
		reasonableness, without prejudicing the
	Hisense
		interests of the Company and other
	Company	shareholders.
	Limited
		2.The undertaking parties will not
	(“Hisense
		exploit its position and controlling
	Group”),
	Qingdao Hisense	influence as the largest shareholder of	12 October
				—	Ongoing
	Air-conditioning	the Company to induce the Company to	2005
	Company	provide it with rights which are more
	Limited	favourable than those offered to third
	(“Hisense
		parties in respect of business cooperation
	Air-conditioning
		and other aspects;
	”)
		3.The undertaking parties will not exploit
		its position and controlling influence as
		the largest shareholder of the Company
		to seek priority rights in concluding
		transactions with the Company;
		4.The undertaking parties will not
		conduct transactions with the Company
		on terms which are less favourable than
		market prices and will not engage in any
		acts detrimental to the interests of the
		Company through such transactions.
Undertakings made during asset restructuring		Undertakings on avoidance of business
		competition:
	Hisense Group
	, Hisense	1.Upon the completion of this	9 June 2010	—	Ongoing
		transaction, all white goods-related
	Air-conditioning
		assets and businesses of Hisense
		Air-conditioning,Hisense Group and

7

	their controlled corporations have been
	injected into the Company. There is no
	business competition between the other
	assets and businesses retained by
	Hisense Air-conditioning, Hisense Group
	and their controlled corporations and
	those of the Company and its controlled
	corporations.
	2.For future development, where Hisense
	Air-Conditioning, Hisense Group and
	their controlled corporations obtain any
	business development opportunities
	which are suitable for the Company and
	its controlled corporations, the Company
	and its controlled corporations may
	pursue such development based on their
	needs and Hisense Air-Conditioning,
	Hisense Group and their controlled
	corporations will provide the necessary
	support and assistance to the Company
	and its controlled corporations.
	3. So long as Hisense Air-Conditioning
	is the controlling shareholder of the
	Company and Hisense Group is the
	beneficial controller of the Company,
	Hisense Air-Conditioning, Hisense
	Group and their controlled corporations
	will not develop any businesses or
	projects of a nature identical or similar to
	businesses of the Company and its
	controlled corporations in China or
	overseas; and will cease to directly or
	indirectly engage in businesses
	competing with the Company and its
	controlled corporations through setting
	up joint venture, cooperation, joint
	operation or by way of operating leases,
	subcontract and entrusted management
	with any third parties.
	4. Hisense Air-Conditioning and Hisense
	Group will not exploit its direct or
	indirect advantageous shareholding
	position in the Company to engage in
	any acts detrimental to the interests of
	the Company and other shareholders, in
	particular the medium and small
	shareholders.
	5. Where Hisense Air-Conditioning and
	Hisense Group breach the above
	undertakings andguarantees,theywill

8

	immediately terminate businesses
	competing with the Company and its
	controlled corporations and adopt the
	necessary rectification and remedial
	measures; at the same time, they will be
	jointly and severally liable to
	compensate the Company and its
	controlled corporations for all losses and
	consequences resulted from breach of the
	above undertakings and guarantees.
	Undertakings on regulation and
	minimization of connected transactions:
	1.Upon the completion of this
	transaction, Hisense Air-conditioning
	and Hisense Group would continue to
	exercise the rights of shareholders or
	directors and perform the obligations of
	shareholders or directors in strict
	compliance with the laws and regulations
	such as the Company Law, and the
	relevant requirements of the Articles of
	Association of the Company, and abstain
	from voting on resolutions in relation to
	connected transactions between related
	companies and the Company at general
	meetings and board meetings.
	2. Upon completion of this transaction,
	connected companies will minimise
	connected transactions with the
	Company. In the course of conducting
Hisense Group,	any necessary and unavoidable
Hisense	connected transactions, the Company	9 June 2010	—	Ongoing
Air-conditioning	will ensure that they are conducted fairly
	on the basis of market principle and fair
	pricing, and the Company will adopt the
	decision making procedures and perform
	obligation in relation to information
	disclosure in accordance with the
	relevant requirements of the laws and
	regulations, regulatory documents and
	the Articles of Association of the
	Company.
	3. In case Hisense Air-Conditioning and
	Hisense Group breach the undertakings
	and guarantees, they will be liable for the
	default in accordance with the laws and
	will be jointly and severally liable to
	compensate the Company and its
	shareholders (other than Hisense
	Air-Conditioning) for the losses caused
	therefrom.

9

		Undertaking of maintaining the
		independence of the listed company:
		Hisense Air-Conditioning and Hisense
		Group undertake that after this material
		assets disposal, they will maintain
	Hisense Group,
		separation with the Company in five
	Hisense		9 June 2010	—	Ongoing
		aspects, namely personnel, assets,
	Air-conditioning
		finance, corporate structure and business
		to ensure the independence of personnel,
		independence of assets, independence of
		finance, independence of corporate
		structure and independence of business.
Other undertakings made to minority shareholders of the Company		In order to safeguard the interests of
		shareholders, and to maintain sufficient
		confidence in the future development of		Next 6
		the Company at the same time, and to		months from
	Hisense	promote continuous, stable and healthy		the date of
			8 July 2015		Performing
	Air-conditioning	development of the Company, Hisense		announcemen
		Air-conditioning undertook not to reduce		t of the
		its holding of the A shares of the		undertaking
		Company over the next six months
		startingfrom 9 July2015.
Whether the undertakings are
		Yes
timely performed
Specific reasons for failure in
performance and the plan going		Not Applicable
forward

4. Estimate of operating results for 2015

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

□Applicable √ Not applicable

5. Shareholdings in other listed companies by the Company

□Applicable √ Not applicable

6. Derivatives investment

√Applicable □ Not applicable

Unit: RMB (in ten thousand)

Name	Con nect ion	Whet	Type of	Initial	Effective	Expiry	Investment	Amo	Investment	Proportion of	Actual
of		her or	derivatives	investment	Date	Date	at the	unt of	at the end of	investment to	amount of
operato		not a	investment	amount of			beginning of	provi	the period	the net asset	profit and
rs of		conne		derivatives			the period	sion		of the	loss during
derivati		cted		investment				for		Company at	the
ves		transa						impai		the end of the	reporting
invest		ction						rment		reporting	period

10

ment								(if		period
								any)		(%)
	No		Forward
						30
			foreign		1 January
Bank		No		278,543.31			221,160.98	0.00	138,830.27	35.37	4,593.08
						September
			exchange		2015
						2015
			contracts
Source of derivatives investment				Export trade payment
funding
Litigation involved (if				Not applicable
applicable)
Date of the announcement				26 March 2015
disclosing the approval of
derivatives investment by the
Board(if any)
Date of the announcement				26 June 2015
disclosing the approval of
derivatives investment during
shareholders’ meeting (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
Risk analysis of positions in
				the hedging purpose.
derivatives during the reporting
period and explanations of risk
				The Company has formulated the “Management Measures for the Foreign Exchange Capital
control measures (including but
				Business” and “the Internal Control System for Forward Foreign Exchange Capital
not limited to market risk,
				Transactions”. The measures specifically regulate the basic principles, operation rules, risk
liquidity risk, credit risk,
				control measures and internal controls that shall be followed when engaging in the business of
operation risk, legal risk etc.)
				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
				The assessment of the fair value of the derivatives carried out by the Company mainly represents
product fair value of invested
				the outstanding foreign exchange forward contracts entered into by the Company and banks,
derivatives during the reporting
				which are recognized as transactional financial assets or liabilities based on the difference
period, where specific methods
				between the quotation of the outstanding foreign exchange forward contracts and the forward
and relevant assumptions and
				exchange rate as at the end of the period. During the reporting period, the Company recognized a
parameters used shall be
				gain on change in fair value of the derivatives of RMB 13,889,700. Investment gain amounted to
disclosed in the analysis of
				RMB32,041,100, resulting in a total profits or losses of RMB45,930,800.
derivatives’ fair value
Explanations of any significant changes in the Company’s accounting policies and specific accounting and auditing principles on derivatives between the reporting period and the last reporting period				During the reporting period, there were no material changes in the accounting policy and specific accounting and auditing principles for the Company’s derivatives business as compared to 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 bythe Company, and the targeted risk control measures adopted werepracticable.

Changes in market price or The assessment of the fair value of the derivatives carried out by the Company mainly represents product fair value of invested the outstanding foreign exchange forward contracts entered into by the Company and banks, derivatives during the reporting which are recognized as transactional financial assets or liabilities based on the difference period, where specific methods between the quotation of the outstanding foreign exchange forward contracts and the forward and relevant assumptions and exchange rate as at the end of the period. During the reporting period, the Company recognized a parameters used shall be gain on change in fair value of the derivatives of RMB 13,889,700. Investment gain amounted to disclosed in the analysis of RMB32,041,100, resulting in a total profits or losses of RMB45,930,800. 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 policy and accounting and auditing specific accounting and auditing principles for the Company’s derivatives business as compared principles on derivatives to last reporting period. between the reporting period and the last reporting period

Opinion of independent Directors: Commencement of foreign exchange derivatives business by Specific opinions of independent the Company was beneficial to the Company in the prevention of exchange rate fluctuation risks. Directors on the derivatives The Company has devised the Internal Control System for Forward Foreign Exchange Capital investment and risk control of Transactions to strengthen internal control and enhance the management of foreign exchange the Company risks by the Company, and the targeted risk control measures adopted were practicable.

7. Table setting out the reception activities in respect of research, communications and visits

11

during the reporting period

□Applicable √ Not applicable

8. Illegal external guarantees

□Applicable √ Not applicable

9. Non-operating use of the capital of the listed company by the controlling shareholder and its connected parties

□Applicable √ Not applicable

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

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

As at the date of this announcement, the Company’s Directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Tian Ye, Mr. Liu Hong Xin and Mr. Jia Shao Qian; and the Company’s independent non-executive Directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.

Foshan City, Guangdong, the PRC, 29 October 2015

12