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Medlive Technology Co., Ltd. Interim / Quarterly Report 2017

Apr 13, 2017

50436_rns_2017-04-13_a530b5fa-bcbf-417f-a979-1f7667b6f2e1.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.

==> 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)

2017 FIRST 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 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 Ms. Gao Yu Ling, the person in charge of the accounting function and Ms. Liang Hong Tao, 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 2017 first quarterly report.

  4. The financial statements of the Company for the first quarter of 2017 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
Corresponding as compared to
Item Reporting period
period last year corresponding
period lastyear(%)
Operatingrevenue(RMB) 7,708,966,633.23 5,765,448,152.85 33.71
Netprofits attributable to shareholders of listed company (RMB) 256,258,113.99 146,360,992.25 75.09
Net profits after deducting non-recurring profit and loss

245,995,510.99
138,018,516.72 78.23
attributable to shareholders of listed company (RMB)
Net cash flow from operatingactivities(RMB) -283,670,463.69 -297,155,279.62 N/A
Basic earningsper share(RMB/share) 0.19 0.11 72.73
Diluted earningsper share(RMB/share) 0.19 0.11 72.73
Weighted average rate of return on net assets(%) 5.13 3.55 1.58
Increase or decrease
End of the
End of the reporting as compared to end
Item previous financial
period of the previous
year
financialyear(%)
Total assets(RMB) 20,567,207,249.35 19,055,058,608.32 7.94
Net assets attributable to shareholders of listed company
5,118,903,411.82
4,867,466,177.17
5.17
(RMB)

Extraordinary profit and loss items and amounts

√Applicable □ Not applicable

Unit: RMB

Amount from the beginning
Item
of the year to the end of the


Description
reporting period
Profits or losses from disposal of non-current assets (including the part written off

-2,165,136.73
forprovision for impairment on assets)
Government grants recognized in the profits or losses of the current period
(excluding government grants closely related to the Company’s business and are


12,750,511.16
received with fixed amounts or with fixed percentage based on unified standards
promulgated by government)
Other non-operatingincome and expenses other than the aforementioned items 2,700,506.13
Less:Effect of income tax 2,466,627.90
Effect of minorityinterests(after tax) 556,649.66
Total 10,262,603.00 --

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

Unit: shares

2

Total number of shareholders of ordinary shares at the end of the 26,090 reporting period

The shareholding of the top ten holders of ordinary shares

Total number of shareholders of
ordinary shares at the end of the
reporting period
26,090 26,090 26,090 26,090 26,090 26,090 26,090 26,090 26,090 26,090
The shareholdingof the topten holders of ordinaryshares
Percentage Situation of

to the total
No. of pledged or frozen
shares
issued share shares
Nature of No. of held
Name of Shareholder capital of
Shareholder shares held subject to
the
Share
selling Quantity
Company
restrictions
status

(%)
Qingdao Hisense Air-conditioning Company Limited State-owned
legalperson
40.04 545,632,170
0
HKSCC Nominees LimitedNote1 Foreign legal
person
33.62 458,173,069
0
Cental Huijin Investment Ltd. Domestic
non-state-owned
legalperson
1.95 26,588,700
0
Zhang Shao Wu Domestic natural
person
0.53 7,200,000
0
China
Construction
Bank
(Asia)
Corporation
Limited – China Universal Consumer Industries
Mixed Securities Investment Fund


Other
0.45 6,199,963
0
China Citic Bank Corporation Limited -- Bank Of
Communications Schroder Strategic Return and
Flexible Allocation Mixed Securities Investment Fund


Other
0.39 5,369,706
0
Vanguard Investments Australia Limited - Emerging
Markets
Stock Index Fund(Stock Exchange)

Foreign legal
person
0.31 4,168,227
0
Bank of China Limited – Huatai- PineBridge
Quantified
Enhanced Mixed Type Securities Investment Fund

Other 0.30 4,123,895
0
Industrial and Commercial Bank of China Limited – E
Fund Value Selection Mixed Securities Investment
Fund


Other 0.29 4,000,000
0
Industrial and Commercial Bank of China Limited –
China
Universal Outward Growth Stock-Type Securities
Investment Fund

Other 0.29 4,000,000
0
The shareholdingof the topten holders of ordinaryshares not subject to sellingrestrictions
Number of shares Class
Name of Shareholder held not subject to

Class
Quantity
sellingrestrictions
Qingdao Hisense Air-conditioning Company Limited 545,632,170 RMB ordinaryshares
545,632,170
HKSCC Nominees LimitedNote1 458,173,069 Overseas listed


458,173,069
foreign shares
Cental Huijin Investment Ltd. 26,588,700 RMB ordinaryshares
26,588,700
Zhang Shao Wu 7,200,000 RMB ordinaryshares
7,200,000

3

China Construction Bank (Asia) Corporation Limited –
China Universal Consumer Industries Mixed Securities
Investment Fund

6,199,963

6,199,963
RMB ordinaryshares
China Citic Bank Corporation Limited -- Bank Of
Communications Schroder Strategic Return and Flexible
Allocation Mixed Securities Investment Fund


5,369,706

5,369,706
RMB ordinaryshares
Vanguard Investments Australia Limited - Emerging Markets
Stock Index Fund(Stock Exchange)
4,168,227

4,168,227
RMB ordinaryshares
Bank of China Limited – Huatai- PineBridge Quantified
Enhanced Mixed Type Securities Investment Fund
4,123,895

4,123,895
RMB ordinaryshares
Industrial and Commercial Bank of China Limited – E Fund
Value Selection Mixed Securities Investment Fund

4,000,000

4,000,000
RMB ordinaryshares
Industrial and Commercial Bank of China Limited – China
Universal Outward Growth Stock-Type Securities Investment
Fund

4,000,000

4,000,000
RMB ordinaryshares

Note:

The shares held by HKSCC Nominees Limited are held on behalf of a number of its account participants, among which, Hisense (Hong Kong) Company Limited, a party acting in concert with the controlling shareholder of the Company, is the holder of 97.202 million H shares in total at the end of the Reporting Period, representing 7.13% 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
Cash at bank and on hand 3,272,006,189.45 2,227,421,330.74 46.90 mainly due to the increase in the receipt from bank
wealth management products upon maturity during the
Reporting Period, resulting in an increase in bank
deposits at the end of the ReportingPeriod
Accounts receivable 3,749,563,698.33 2,725,129,183.33 37.59 mainly due to the increase in scale of sales, resulting in
an increase in accounts receivable at the end of the
ReportingPeriod accordingly
Prepayments 244,238,833.08 174,049,069.34 40.33 mainly due to the increase in prepayments for materials at
the end of the ReportingPeriod
Other receivables 398,626,627.21 245,420,469.20 62.43 mainly due to the increase in export tax rebate receivable
at the end of the ReportingPeriod
Other current assets 493,028,240.90 1,678,765,851.25 -70.63 mainly due to the increase in the receipt from bank
wealth management products upon maturity during the
Reporting Period, resulting in a decrease in receivable
from bank wealth management products at the end of the
ReportingPeriod
Construction in progress 95,909,283.38 72,942,458.27 31.49 mainly due to the increase in investment in technological
transformation of fixed assets during the Reporting
Period
Accounts payable 5,425,858,735.53 4,367,268,398.09 24.24 mainly due to the increase in production volume during
the Reporting Period, resulting in an increase in purchase
and accountspayable accordingly

4

Income statement
items
Balance from
the beginning
of the year to
the end of the
reporting
**period **
Balance for the
corresponding
period last year
Change
(%)
Reason for the change
Operating revenue 7,708,966,633.23 5,765,448,152.85 33.71 mainly due to increased scale of sales for all kinds of
products of the Companyduringthe ReportingPeriod
Operating costs 6,236,378,852.26 4,434,666,093.54 40.63 mainly due to increased scale of sales during the
Reporting Period, resulting in an increase in operating
costs accordingly
Taxes and surcharges 56,723,782.71 17,659,456.02 221.21 mainly because the fund for waste electronic products
and other related taxes were included under taxes and
surcharges during the Reporting Period, whereas these
were included under expenses in the previous period,
resultingin ayear-to-year increase
Investment income 154,151,506.95 60,933,991.33 152.98 mainly due to the increase in recognized investment
income from the joint venture, Hisense Hitachi, during
the ReportingPeriod
Non-operating income 30,344,393.77 14,744,756.50 105.80 mainly due to the increase in government grants received
duringthe ReportingPeriod
Statement of cash
flow items
Balance from
the beginning
of the year to
the end of the
reporting
period
Balance for the
corresponding
period last year
Change
(%)
Reason for the change
Cash received from sales
of goods and rendering of
services
5,488,284,731.73 3,620,635,956.46 51.58 mainly due to the increased scale of sales during the
Reporting Period and the corresponding increase in
receipt from sales
Tax rebates received 218,538,450.61 142,745,597.46 53.10 mainly due to the increase in export tax rebates received
duringthe ReportingPeriod
Other cash received
concerning operating
activities
99,485,764.98 68,791,241.88 44.62 mainly due to the increase in government grants received
during the Reporting Period
Cash paid for purchases
of commodities and
receipt of services
4,135,021,138.12 2,250,503,833.18 83.74 mainly due to the increased scale of sales during the
Reporting Period and the corresponding increase in
payments forpurchase of materials and etc.
Cash received relating to
other investingactivities
2,100,000,000.00 200,000,000.00 950.00 due to the increase in the redeemed wealth management
products duringthe ReportingPeriod.
Cash paid relating to other
investingactivities
900,000,000.00 N/A due to the increase in the purchase of wealth management
products duringthe ReportingPeriod.
Cash received from
borrowings
412,302,006.60 -100.00 due to no loans having been obtained during the
ReportingPeriod
Cash paid for repayment
of borrowings
263,068,803.48 -100.00 due to no loans having been obtained during the
ReportingPeriod
Cash paid relating to other
financingactivities
1,046,312,052.86 N/A mainly due to the increase in the margin deposits during
the ReportingPeriod

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

√Applicable □ Not applicable

The Company entered into a framework agreement with Ningbo Meishan Bonded Port Yingmei Investment Management Company Limited (寧波梅山保稅港區盈美投資管理有限公司) ( “Yingmei” ) on 11 January 2017, pursuant to which Yingmei agreed to purchase from the Company the entire equity interest in Foshan City Shunde District Baohong Property Management Company Limited (佛山市順德區寶弘物業管理有限公司) (a wholly-owned subsidiary of the Company) at the consideration of RMB892,560,000.

5

3.Undertakings performed in the reporting period or not yet performed by the end of the reporting period by the Company, shareholder(s), beneficial controller(s), acquirer(s), director(s), supervisor(s), senior management or other connected party(ies)

√Applicable □ Not applicable

Time

Undertaki
Type of Time of Status of
Subject matter of limit of

ng

undertakin
Subject matter of undertakings undertaki performan
undertakings undertaki
party(ies) gs ngs ce
ngs
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
Hisense Shenzhen Stock Exchange and the Articles of Association
Company of the Company based on the market principles of justice,

Limited
fairness,
openness
and
reasonableness,
without
(“Hisense prejudicing the interests of the Company and other
Group”), shareholders.
Undertakings


Qingdao
2.The undertaking parties will not exploit their positions

made in report on
Other

12


Hisense
and controlling influence as the largest shareholders of

acquisition or
undertakin

October
Ongoing
Air-conditi the Company to induce the Company to provide them
report on changes


oning
gs
with rights which are more favourable than those offered


2005
in shareholding
Company

to third parties in respect of business cooperation and









Limited

other aspects;
(“Hisense 3.The undertaking parties will not exploit their positions
Air-Condi
and controlling influence as the largest shareholders of
tioning”)
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 on avoidance of business competition:






1.Upon the completion of this transaction, all white
goods-related
assets
and
businesses
of
Hisense
Air-Conditioning, Hisense Group and their controlled
Undertaki corporations have been injected into the Company. There

is no business competition between the other assets and
ngs
on
Hisense

business

businesses retained by Hisense Air-Conditioning, Hisense
Undertakings


Group and their controlled corporations and those of the

Group
competitio
made
during

,
Hisense
n Company and its controlled corporations. 9 June
Ongoing
asset
Air-Condit ,
connected
2.For
future
development,
where
Hisense

2010
restructuring ioning
transaction
Air-Conditioning, Hisense Group and their controlled





s and use
corporations
obtain
any
business
development
of capital 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 andits controlled

6

==> picture [135 x 382] intentionally omitted <==

corporations.

  1. 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.

  2. Hisense Air-Conditioning and Hisense Group will not exploit their 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.

  3. Where Hisense Air-Conditioning and Hisense Group breach the above undertakings and guarantees, they will 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 Undertaki Articles of Association of the Company, and abstain from ngs on voting on resolutions in relation to connected transactions Hisense business between related companies and the Company at general Group, competitio meetings and board meetings. 9 June Hisense n, 2. Upon completion of this transaction, connected 2010 — Ongoing Air-Condit connected companies will minimise connected transactions with the ioning transaction Company. In the course of conducting any necessary and s and use unavoidable connected transactions, the Company will of capital 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

7

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.
Undertaki Undertaking of maintaining the independence of the listed


ngs on company: Hisense Air-Conditioning and Hisense Group
Hisense
business

undertake that after this material assets disposal, they will
Group, competitio maintain separation with the Company in five aspects,


9 June

Hisense
n,
namely personnel, assets, finance, corporate structure and
Ongoing


2010
Air-Condit connected business to ensure the independence of personnel,


ioning transaction independence of assets, independence of finance,
s and use independence of corporate structure and independence of
of capital business.
Whether the undertakings are timely performed Yes
Specific reasons for failure inperformance and theplangoingforward Not Applicable

4. Estimate of operating results for January to June 2017

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. Derivatives investment

Unit: RMB (in ten thousand)

Name
Conn
Whethe Type of Initial Effective
Expiry
Investment Amo Investme Proportio Actual
of ectio r or not
derivatives

investment

Date
Date at the unt of
nt at the
n
of

amount
opera n a investment
of

beginning provi end of investme of profit
tors connect derivatives of the Amount Amount sion the nt to the
and loss
of ed investment Reporting of of for Reportin net asset
during
deriv transact Period purchase
disposal
impai g Period of
the


the
atives ion
during


during
rment Compan Reportin
invest
the

the
(if y at the

g Period
ment Reportin Reportin any) end
of

g Period g Period the
Reportin
g Period
(%)
Forward

Bank No No foreign 56,601.75
1 January
31 March 56,601.75 4,881.44 51,720.31 10.10 351.44
exchane 2017 2017
g
contracts
Total 56,601.75
--
-- 56,601.75 4,881.44 51,720.31 10.10 351.44
Source of derivatives investment
Export trade payment
funding
Litigation
involved
(if

Not applicable
applicable)
Date
of
the
announcement

30 March 2017

8

disclosing the approval of derivatives investment by the Board (if any) Date of the announcement -- disclosing 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 Risk analysis of positions in Company determines a reasonable range of foreign exchange rates to achieve 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 Transactions”. not limited to market risk, The measures specifically regulate the basic principles, operation rules, risk control measures and liquidity risk, credit risk, internal controls that shall be followed when engaging in the business of foreign exchange operation risk, legal risk etc.) 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, which derivatives during the Reporting are recognized as transactional financial assets or liabilities based on the difference between the Period, where specific methods quotation of the outstanding foreign exchange forward contracts and the forward exchange rate as at and relevant assumptions and the end of the period. During the Reporting Period, the Company recognized a gain on change in parameters used shall be fair value of the derivatives of RMB0.2908 million. Investment gain amounted to RMB 3.2236 disclosed in the analysis of million, resulting in a total profits or losses of RMB 3.5144 million. 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 policies and specific accounting and auditing accounting and auditing principles for the Company’s derivatives business as compared to the last principles on derivatives reporting period. between the Reporting Period and the last reporting period

Opinion of independent directors: Commencement of foreign exchange derivatives business by the Specific opinions of independent Company was beneficial to the Company in the prevention of exchange rate fluctuation risks. The Directors on the derivatives 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 risks the Company by the Company, and the targeted risk control measures adopted were practicable.

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

□Applicable √ Not applicable

7. Illegal external guarantees

□Applicable √ Not applicable

8. Non-operating use of the capital of the listed company by the controlling shareholder and

its connected parties

9

□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

Foshan City, Guangdong, the PRC, 13 April 2017

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Liu Hong Xin, Mr. Lin Lan, Mr. Dai Hui Zhong, Mr. Jia Shao Qian and Mr. Wang Yun Li; and the Company’s independent non-executive directors are Mr. Ma Jin Quan, Mr. Xu Xiang Yi and Mr. Wang Xin Yu.

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