2014 Semi-annual Report of Midea Group Co., Ltd.
Midea Group Co., Ltd.
2014 Semi-annual Report
August 2014
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2014 Semi-annual Report of Midea Group Co., Ltd.
Section I. Important Reminders, Contents & Definitions
The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior
management staff of Midea Group Co., Ltd. (hereinafter referred to as “the Company”) warrant that
this report is factual, accurate and complete without any false record, misleading statement or
material omission. And they shall be jointly and severally liable for that.
All directors have attended the board session for reviewing this report.
The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into
share capital.
Mr. Fang Hongbo, chairman of the Board and president of the Company, and Ms. Yuan Liqun,
responsible person for the Company’s financial affairs, have represented and warranted that the
financial statements in this report are factual, accurate and complete.
This report has not been audited by a CPAs firm.
The future plans and some other forward-looking statements mentioned in this report shall not be
considered as virtual promises of the Company to investors. And investors are kindly reminded to
pay attention to possible investment risks.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
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2014 Semi-annual Report of Midea Group Co., Ltd.
Contents
Section I. Important Reminders, Contents & Definitions ....................................... 2
Section II. Company Profile ....................................................................................... 5
Section III. Highlights of Accounting Data & Financial Indicators ....................... 7
Section IV. Report of the Board of Directors .......................................................... 10
Section V. Significant Events .................................................................................... 37
Section VI. Change in Shares & Shareholders ....................................................... 60
Section VII. Preferred Shares................................................................................... 66
Section VIII. Directors, Supervisors & Senior Management Staff ....................... 67
Section IX. Financial Report .................................................................................... 70
Section X. Documents Available for Reference..................................................... 118
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2014 Semi-annual Report of Midea Group Co., Ltd.
Definitions
Term Refers to Definition
Company, the Company, or Midea Group Refers to Midea Group Co., Ltd.
Little Swan Refers to Wuxi Little Swan Company Limited
TITONI Refers to TITONI Investments Development Ltd.
GD Midea Holding Refers to GD Midea Holding Co., Ltd.
Reporting period Refers to 1 Jan. 2014-30 Jun. 2014
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2014 Semi-annual Report of Midea Group Co., Ltd.
Section II. Company Profile
I. Basic information of the Company
Stock Abbreviation Midea Group Stock Code 000333
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 美的集团股份有限公司
Abbr. of the Chinese name of
美的集团
the Company (if any)
English name of the Company
MIDEA GROUP CO.,LTD.
(if any)
Legal Representative Fang Hongbo
II. Contact information
Company Secretary Securities Affairs Representative
Name Jiang Peng Wang Jing
Midea Headquarters Building, No. 6 Meidi Dadao, Beijiao Town, Shunde District, Foshan City,
Contact address
Guangdong Province, China
Tel. 0757-26605456 0757-26334559
Fax 0757-26651991
E-mail IR@midea.com
III. Other information
1. Ways to contact the Company
The registered address, office address and their postal codes, website address and email address of the Company did not change
during the reporting period. The said information can be found in the 2013 Annual Report.
2. About information disclosure and where this report is placed
The newspapers designated by the Company for information disclosure, the website designated by CSRC for disclosing this report
and the location where this report is placed did not change during the reporting period. The said information can be found in the 2013
Annual Report.
3. Change of the registered information
The registration date and place of the Company, its business license No., taxation registration No. and organizational code did not
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2014 Semi-annual Report of Midea Group Co., Ltd.
change during the reporting period. The said information can be found in the 2013 Annual Report.
4. Other relevant information
No change occurred to other relevant information of the Company during the reporting period. The said information can be found in
the 2013 Annual Report.
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2014 Semi-annual Report of Midea Group Co., Ltd.
Section III. Highlights of Accounting Data & Financial Indicators
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of any
accounting policy or correction of any accounting error?
□ Yes √ No
Reporting period Same period of last year YoY +/- (%)
Operating revenues (RMB'000) 77,330,851.84 65,939,479.12 17.28%
Net profit attributable to shareholders of
6,610,132.76 2,646,834.61 149.74%
the Company (RMB'000)
Net profit attributable to shareholders of
the Company after extraordinary gains and 6,667,645.57 2,128,115.51 213.31%
losses (RMB'000)
Net cash flows from operating activities
13,171,462.85 3,569,363.63 269.01%
(RMB'000)
Basic EPS (RMB Yuan/share) 1.57 1.06 48.11%
Diluted EPS (RMB Yuan/share) 1.57 1.06 48.11%
Weighted average ROE (%) 18.97% 16.95% 2.02%
As at the end of the
As at the end of last year +/- (%)
reporting period
Total assets (RMB'000) 118,089,557.79 96,946,024.77 21.81%
Net assets attributable to shareholders of 35,727,510.77 32,847,431.04 8.77%
the Company (RMB'000)
Notes: 1. Midea Group granted 15 additional shares for every 10 shares using the capital reserve on 30 Apr. 2014.
As required, the EPS for the same period of last year shall be measured on the basis of the share capital after the
increment (1,000,000,000 shares for the same period of last year; and 2,500,000,000 after the increment).
2. Midea Group merged with GD Midea Holding through share issuance and share exchange in Sept. 2013.
Pursuant to the accounting standards for income statement preparation, the net profit for the current period was
after Midea Group merged with GD Midea Holding, while the net profit for the same period of last year was
before Midea Group merged with GD Midea Holding when Midea Group held a 41.17% stake in GD Midea
Holding. In order to help investors compare and analysis the overall business performance of Midea Group on the
same basis, relevant items are adjusted as follows based on the pro-forma income statement (i.e. the merger of
Midea Group and GD Midea Holding is deemed to have been finished on 1 Jan. 2013):
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2014 Semi-annual Report of Midea Group Co., Ltd.
Jan.-Jun. 2014 Jan.-Jun. 2013 YoY +/- (%)
Net profit attributable to shareholders of the 6,610,132.76 4,178,951.77 58.18%
Company (RMB’000)
Minority interest income (RMB'000) 607,495.31 562,889.18 7.92%
EPS (RMB Yuan/share) 1.57 0.99 58.59%
Number of the Company’s total shares in the trading day before disclosure:
Number of the Company’s total shares in the
4,215,808,472
trading day before disclosure (share)
Whether the Company's share capital changed and the change affected the owners' equity due to reasons like the
issuance of new shares, allotment of shares, equity incentive plans, and repurchases during the time from the end
of the Reporting Period to the date when the Semi-annual Report was released
□ Yes √ No
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
□ Applicable √ Inapplicable
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
□ Applicable √ Inapplicable
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
□ Applicable √ Inapplicable
III. Items and amounts of extraordinary gains and losses
√Applicable □ Inapplicable
Unit: RMB’000
Item Amount Explanation
Gains/losses on the disposal of non-current assets (including the offset part
-59,759.96
of asset impairment provisions)
Government grants recognized in the current period 449,018.93
Gain/loss on entrusting others with investments or asset management 174,990.06
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2014 Semi-annual Report of Midea Group Co., Ltd.
Gain/loss on debt restructuring 1,688.20
Gains and losses on change in fair value from tradable financial assets and
tradable financial liabilities, as well as investment income from disposal of
tradable financial assets and tradable financial liabilities and financial -656,529.00
assets available for sales except for effective hedging related with normal
businesses of the Company
Non-operating income and expenses other than the above -60,340.08
Less: Income tax effects -43,373.67
Minority interests effects (after tax) -50,045.37
Total -57,512.81
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Midea Group Co., Ltd. 2014 Semi-Annual Report
Section IV. Report of the Board of Directors
I. Overview
In face of the downward macro-economy, the call-off of the consumption stimulus package, the macro-control of
the real estate policy, etc. in the first half of 2014, growth of the household appliance industry as a whole slowed
down, and the industry entered a new period of restructuring, consumption upgrading and “efficiency comes first”.
To promote efficiency and upgrade products, to enhance the development of intelligent products and the
e-commerce layout, and to promote innovation in technology, marketing channels and service modes became the
core driving force for household appliance makers to keep growing. In the first half of the year, sub-industries of
household appliances started to polarize in growth. Among them, the A/C industry remained the sub-industry with
the most certain growth in the consumer appliance industry, with a continuously strong sale at home. The kitchen
appliance industry kept a fast and stable growth. And the refrigerator and washing machine industries were almost
the same in growth. Along with consumption upgrading, high-end household appliances became a more and more
obvious trend in the industry. The proportions of inverter air conditioners, cooling & heating air conditioners,
multi-door and side-by-side combination refrigerators, roller washing machines, high-end kitchen appliances and
small household appliances increased, with their average prices increasing and their profit growth much faster
than the income growth. Leading enterprises in the industry still relied on their absolute advantages in brand and
channel, and at the same time increased their inputs to R&D and new product development, which promoted
competition marketization and business centralization. They maintained a sound and fast growth over the average
level in the industry.
In general, the driving forces of the household appliance industry in China remain, which are as below:
1. China’s economy is still in the process of speed-up industrialization and urbanization. In 2017, the urbanization
rate is expected to reach 57%, and the per capita GDP is expected to reach USD10,000, which means there’s large
space for improvement both in quantity and quality. The development of urbanization, construction of new rural
areas, improvement of living condition and per capita income, together with the low overall ownership rate of
house appliances in third and fourth tier cities, will make the undeveloped consumption demand keep releasing.
2. The stock quantity of household appliances has excessed 1.6 billion. The demand of upgrading appliances starts
to become the significant driving motivation for sales volume growth. The upgrade of appliances in performance
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Midea Group Co., Ltd. 2014 Semi-Annual Report
and quality in aspects of energy-saving, environmental protection, intellectualization, networking, breakthrough in
industrial design, and etc., will effectively push forward the consumption upgrade of household appliances, lead
the improvement of optimization of product structure and profitability of household appliance enterprises, and
offset some negative influences brought by the fluctuation of real estate sales.
3. The maturity of intelligent control technology, electronic information technology, the technology of internet of
things, and related supporting technologies, as well as the popularization of smart mobile terminals, will
effectively drive the fast development of smart household appliances. The development trend of smart home has
gradually become the industry consensus. Household appliances is transforming from manufacturers of single
products to providers with service of integrated solutions of smart home for clients, facing great growth space.
According to the forecast of All View Consulting, the income of smart appliances will reach RMB1 trillion in
2020.
4. The potential of global household appliance market is tremendous. With the fast economy growth of markets in
emerging countries, the overseas markets still waits for big moves. Chinese household appliance enterprises,
especially the leading enterprises, have possessed globally competitive power.
II. Main businesses analysis
(1) Overview
In the first half year of 2014, guided by three main strategies of “products lead, efficiency drives, and operation
globalizes”, the Company deepened its transformation, focused on improving products and efficiency,
continuously strengthened profitability and operation quality, and further stabilized competitive market advantage
by the synergy of multiple products. In the first half of the year, the operating revenues of the Company achieved
a year-on-year increase of 17.28%, the net profit attributable to the Company calculated with the same caliber
increased 58.18% as compared with the same period of last year, the general gross margin of 25.85% increased by
2.92% as compared with the same period of last year, the overall rate of net profit attributable to the Company of
8.51% reached a year-on-year increase of 2.18% as calculated with the same caliber, and the net cash flows from
operating activities amounted to RMB 13.171 billion, representing a year-on-year growth of 269.01%.
Key work in the 1st half of Y2014 is listed below:
(1) Insisting on investment on R&D of customers, continuous optimization of product structure, and stable
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Midea Group Co., Ltd. 2014 Semi-Annual Report
enhancement of product power
The Company, according to the basic sense of making better products, insisted on customer research and product
development, resulting to continuous optimized product structure, stable enhancement of high-end product ratio,
continuous strengthened profitability, and increasingly improved public praises for products.
In the field of household air conditioners, the ECO energy-saving product series, advertised as “lower to one kwh
electric power per night”, fully expanded the scale to three main series covering 16 product types, which formed
sales mix of luxurious, high-end, and mid-end products equipped with super excellent market competitiveness. By
technology cooperation with Aliyun and dependency on advanced technologies such as IOT (hereinafter referred
to Internet of Things) and cloud computing, the Midea IOT smart air conditioners perfectly realized 12 top
industrial intellectual technologies including voice control, sleep mode, reservation control, electric power
management, and information reminder. Brand-new sub-diversified air conditioners were independently
developed, for instances, the kitchen air conditioners with highly efficient lampblack filtration and powerful
refrigeration function, and the children’s air conditioners with caring system and exclusive sleep mode launched to
the market. The Midea R290 environmentally friendly new refrigerant air conditioners gained the first 3C
authentication in China, and successfully won the bidding for the project of household air conditioners in 23
stadiums for 2014 Nanjing Youth Olympic Games. From the beginning of this year, ten product models of Midea
air conditioners were selected in “leading energy-saving products”, Midea air conditioners of wholly-sealed series
and ECO energy-saving Shanghu product series, advertised as “lower to one kwh per night”, gained the UET
certification, and multiple product designs won the Red Dot Concept Design Award of Y2014, the Americas IDEA
Industrial Design Award, and the German IF Design Award.
In the field of central air conditioners, by right of advantages such as internationally leading technologies,
abundant product lines, distinguished quality, and rapid local service, the Company frequently won the bidding of
significant projects in the world, including 75% stadiums in Brazil World Cup, the UAE 5000-villa project,
Singapore Changi Airport, Thailand Don Muang Airport, and the Pakistan top-1 wind power generation project. In
the field of retail sales for home decoration, depending on the activity of “million wealth”, the home decoration
business of central air conditioners grew rapidly. As at the end of Jun, the sales scale of retail products (light
commercial products and domestic water heaters) reached RMB 940 million, growing by 65% as compared with
the same period of last year. The Midea centrifugal machines and water-cooled screw chillers had passed the
certification by AHRI. The highly-efficient falling-film screw air-source heat pumps and the MDVS
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Midea Group Co., Ltd. 2014 Semi-Annual Report
direct-injection strong-heart multi-connected machines had passed the certification by the world-class
authoritative AHRI. The split-type air-energy water heater and “smart shower band” won the IDEA Silver Award
by their outstanding performances. The Midea central air conditioners earned the two significant industry awards
of “The Best Supplier Cooperatorsfor Chinese Real Estate Industry” and “The Annual Central Air Conditioner
Brand Supplier Mostly Trusted by Chinese Real Estate Industry” again.
In the field of refrigerators, focusing on the technology research and result transformation on technologies of food
preservation, materials, intelligence, refrigeration, packaging, CAE (simulation models), and door-sealing, the
Midea super-low energy-consuming products, described as “1 kwh electric power in four days” gained the
authoritative technology certification by CSC, thoroughly and systematically upgraded refrigerator energy-saving
function while supported by five key energy-saving technologies including vacuum multivariant foaming,
super-high efficient compressor, super-low standby energy consumption, optimization of refrigeration system, and
optimization of refrigeration structure. The high-end Midea refrigerators of G-ZONE Series featured by 450L
capacity and large multiple doors, together with the four-door open-in-pair Flush-Arc Series had the honor to win
the German Red Dot Design Award of Y2014. In the Summit Forum of Chinese Refrigerator Industry in 2014,
Midea won diversified awards including Energy-Saving Star, Energy-saving and Frostless Star, Leading Smart
Refrigerator Brand in the Industry in one time. In the “Y2014 Leader Lists” announced by the Energy-Efficiency
Identification Management Centre under China National Institute of Standardization, the Midea refrigerators won
grand slam ranks in the Leader List of Smart Household Appliance Enterprises in 2014, the Leader List of Smart
Household Appliances in 2014, the Leader List of Most Favored Bands of Household Appliances by Consumers
in 2014, and the Leader List of Most Favored Household Appliances by Consumers in 2014, and thus became
one of the biggest winners in the industry.
In the field of washing machines, the Company accomplished over 200 new product development projects. Little
Swan, our subordinate brand, launched the 3rd-generation auto throw-in washing machines, which meant 15
models of smart product series covering roller and impeller machines could realize innovative functions such as
precise throw-in, smart special stain cleaning, and smart water magic cube. The “FCS Fast-cleaning Smart
System” could allow users choose the washing ways by themselves, and automatically adjust the most proper
washing time. The independently developed PhaseIII series of washing machine controllers smoothly passed the
certification by UL, the internationally authoritative testing institute, and thus won the green card for entering the
USA market. Plenty of products won the “Appliance” low-carbon environment protection award granted by China
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Midea Group Co., Ltd. 2014 Semi-Annual Report
Household Electrical Appliances Association and German IF Design Award.
In the field of small household appliances, the Midea smart integrated kitchen adopted WIFI technology and IGRS
interconnection and interworking agreement, constructed one-cloud and N-end IOT technology structure, realized
integrated control over the whole kitchen electric appliances, mated synergic and unified kitchen electrical
appliances, and provided users with integrated kitchen solutions. The Midea “stream cleaning” extractor hoods
were endowed with intellectual functions of auto testing and auto reminder, winning 32 patents. The Midea X7
microwave ovens combined IOT technology with cloud technology, and realized functions of auto cooking
through bar code scanning, remote control, and smart menu download, bringing users brand-new cooking
experience. The Midea safe stoves set up sound defense lines for kitchen safety by 6 core technology innovations
in gas leak alarming, auto gas turn-off for accidental heat -off, child-lock protection, skid resisting pot support,
timing heat-off, and firewall. The Midea no-pot series of water purifiers, carrying the originally created patent of
three-rolled-film technology, upgraded the single-channel water processing to multi-channel same-time water
processing, which largely increased the output capacity of pure water. The Midea “zero cold water” water heaters
realized the function of imMideate starting-up hot water. The Midea “flowing water” water heaters adopted patent
drainage structure to drain incrustation inside tubes by pressing one button and improve water quality in inner
tubes. In the field of small household appliances, the Company’s products won numerous awards in home and
abroad. The smart suits of extractor hoods and stoves, as well as the outer box packaging of dust catchers won the
German IF Design Award in 2014. The new Midea electric heating products earned the technology innovation
award in “Appliance Awards”. The Midea “Panda Kaka” electric press cookers and QH2108 multi-functional
electric induction cookers separately won the first and second prizes in the 3rd China “Taihu Award” Design
Contest. G-ZONE, the high-end products of dish-washing machines won the Red Dot Design Award.
(2) Arranging growth space for new businesses, as well as positively and pragmatically carrying forward the
strategy of smart home furnishing
In Mar, the Company published the M-Smart home furnishing strategy, trying to form smart service modes
including “smart air steward”, “smart nutrition steward”, “smart healthy water steward”, and “smart energy and
safety protection steward”, and provide customers with the most professional experience for smart home
furnishing on the basis of the advantage of the most comprehensive product groups and user base of the Company
in the globe. The Company had established smart home furnishing research institute to speed up the construction
of the interconnected platform of smart home furnishing for whole-category household electric appliances by
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Midea Group Co., Ltd. 2014 Semi-Annual Report
systematically integrating the superior resources of its advantage of subordinate industry groups and technology
R&D, as well as adopting technologies of sense, big data, and smart control. The Company internally unified and
coordinated to construct core competitiveness, and had accomplished the Group’s general no-category WIFI mode
development and testing, the debugging of prototypes of 17 product types. The 1st-phase establishment of cloud
server platform, and continuously developed the follow-up certification and reliance verification. The Company
opened and integrated with external sides, cooperated in multiple layers with Alibaba, Jingdong, Huawei,
Qualcomm, Neusoft, BAT, LeTV, and Hong Kong University of Science and Technology, promoted the
breakthrough in the limit of single smart products, and forged open smart home furnishing appliance systems.
(3) Speeding up the transformation for internet thinking, and making a full-pledged push into E-commerce
business
In the 1st half of Y2014, Midea founded the E-commerce company, set up the official comprehensive Midea
flagship store for whole-category products in Tmall, activated the “love Midea” store operation, propelled the
full-channel strategy layout of Midea’s E-commerce business, impelled the synergism of internal logistics
resources and socialized logistics resources, accelerated the logistics construction and regional warehouse layout
in main lines and branch lines, included excellent offline resources such as Midea flagship stores, exclusive shops
and aftersales service networks into the supporting system for E-commerce business, speeded up the mix of
Midea’s online and offline E-commerce business, and advanced the “last kilometer” service level for E-commerce
business. In the 1st half of Y2014, the sales revenue of E-commerce business of Midea Group accumulated to
RMB3.93 billion, representing a year-on-year increase of 160%, of which the sales revenue of major appliances
amounted to RMB 1.93 billion, growing by 245% as compared with the same period of last year.
The Company further consolidated its strategic cooperation with platforms of Jingdong and Tmall. In the 1st half
of Y2014, the sales revenue of Midea Group in Jingdong platform achieved RMB 1.63 billion, increasing by
220% as compared with the same period of last year, and the sales revenue of Midea Group in Taobao (including
Tmall) achieved RMB 1.96 billion, increasing by 132% as compared with the same period of last year. The Midea
brand has become the number one brand for sales amount in small household appliances in Taobao (including
Tmall), and the sales ratio of core categories such as air conditioners, refrigerators, water heaters, electric cookers,
electric induction cookers, electric pressure cookers, microwave ovens, and electric fans, ranked into the top 2 in
the industry, achieving the development goal of “counted as one/two of the best” for E-commerce business.
As flagship stores were significant links in Midea’s E-commerce strategy, the Company spared no effort to push
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Midea Group Co., Ltd. 2014 Semi-Annual Report
forward the opening of Midea flagship store and the system construction of information management and
aftersales service standardization, and positioned the flagship stores as providers with quaternity functions of
retail, aftersales service, delivery and installation, as well as member BBS. As at the end of Jun 2014, about 1400
flagship stores had been set up, the capability of comprehensive aftersales service for whole product categories
were thoroughly improved, the value and effect of Midea flagship stores as the strategic channels of Midea Group
with special competitive advantages had been showing out, and the O2O converged business of E-commerce
mainly based on flagship stores were gradually being implemented.
(4) Refining operation management, promoting process reform, and raising operation efficiency
The Company further downsized organizational layers, established nimble organizations, activated operation
motivation, and elevated operation efficiency; promoted the system of benchmarking management and scientific
assessment for the enterprise, optimized inventory structure, reinforced treasury control, and controlled the
non-operating expenses; continuously established and perfected related systems, processes, and standards, carried
forward the work of one Midea, one system, and one standard, got through the internal and external value chains,
and gradually established a highly-efficient process and system conducted by the market; advanced refined
manufacturing and quality engineering, pushed forward the system transformation and upgrade by smart
technology, atomization technology, and information technology, increased investment on automation equipment,
and improved production efficiency; continued on strict quality control, executed the “one-vote negation system”
for quality accidents, and improved the market maintenance ratio by 44% in 2014 as compared with the same
period of last year.
(5) Positively arranging strategic overseas layout, and pushing forward the local sales growth in overseas market
The Company set International Division as the base of international strategies that can quickly absorb top
international talents, preliminarily put up the operation and management platform of overseas company, gradually
established the structure of basic internationalization process, and set up an alarming and correction system cored
around internal finance control, internal and external audit, compliance management, and legal affair
management.
The Company positively boosted the rapid growth of local businesses of investment projects in overseas emerging
markets, and effectively made up the fluctuation risk of OEM export businesses. In the 1st half year, the local
businesses in overseas market continuously took turn for the better, and presented overall rapid growth trend of
sales amount and profit. According to the standard of comparable exchange rates, the local businesses in overseas
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Midea Group Co., Ltd. 2014 Semi-Annual Report
market in the first half year increased by 36%, of which the Manaus manufacture base of household air
conditioners under Midea-Carrier Brazil joint venture had been built up as the largest manufacture base of
household air conditioners in Latin America, Midea air conditioner fans of the joint venture had won the biggest
market share in Brazil, and the assembly lines of microwave ovens had been put into operation.
In the 2nd half year of 2014, facing the changes and impacts of internal and external environment, the Company
will hold on operation idea of deepening transformation, daring to change, and re-increasing, continue on
investment increase for R&D and technologies, make better products, improve efficiency, create values around
consumers and clients, and consolidate the market status and core competitiveness of the enterprise.
In respect of “deepening transformation”, the Company will concern about consumer demand, continue on
expansion of R&D investment and product development, deeply dig out innovative selling points of products,
strictly control quality management, and ensure the sustainable optimization of product structure and stable
improvement of profitability; carry on delicacy management, improve the asset turnover ratio, and construct new
advantages in cost; continue to propel the level of refined manufacturing and automation, and raise the
manufacturing efficiency and product quality.
In respect of “daring to change”, the Company will give play to the advantages of Midea’s diversified product
categories and industrial clusters, take the sense of making good products as fundamental, improve the synergy
capability of internal resources, and positively and pragmatically impel Midea’s M-SAMRT smart home
furnishing strategy and E-commerce breakthrough strategy; insist on simplification of operation and management,
intensify customer orientation, carry on delayering of organizations and structures, get directed by value creation,
and raise the efficiency of operation and management; stick to the introduction of technical talents and
professional talents, improve team vitality and profession, and gradually cut down the quantity of functional staffs;
further reform the enterprise culture, promote the atmosphere of honesty and fairness, and improve the vitality and
dynamism of the enterprise; and carry on perfecting the incentive system, make staffs share company growth
value, and improve the competitiveness of remuneration.
In respect of “re-increasing”, the Company will clearly plan, analyze, and implement the “333 Strategic Plan” of
Midea Group, and prepare supporting resources. Midea Group will take around 3 years to make better products,
consolidate basis, solidify its quality, and further improve operation quality; take around 3 years to stand out
among the top three brands in Chinese household appliances and become the industry leader; and take around 3
years to win a share in the world-class household appliance industry and realize global operation.
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Midea Group Co., Ltd. 2014 Semi-Annual Report
2. YoY change of major financial data
Unit: RMB’000
Same period of last
Reporting period YoY change Reason for change
year
Operating revenues 77,330,851.84 65,939,479.12 17.28%
Operating costs 57,343,283.31 50,818,563.75 12.84%
Selling expenses 7,623,680.06 6,134,252.63 24.28%
Administrative expenses 3,349,324.40 3,157,978.59 6.06%
Decrease of interest expenses and
Financial expenses -288,553.70 581,588.60 -149.61%
YoY increase of exchange gains
1,530,715.47 980,052.69 56.19% Expansion of sales scale in the
Income tax expenses
reporting period
Mainly caused by increase of
Net cash flows from operating
13,171,462.85 3,569,363.63 269.01% operating profit and decrease of
activities
loans issued to clients
Net cash flows from investing Increase of cash paid for
-22,486,720.02 -569,313.88 3,849.79%
activities investment and financing
Net cash flows from financing Increase of trade financing
4,791,762.54 415,524.14 1,053.19%
activities borrowings
Net increase in cash and cash Above reasons for cash flow
-4,534,542.85 3,404,743.94 -233.18%
equivalents changes
Major changes to the profit structure or sources of the Company during the reporting period:
□ Applicable √ Inapplicable
Reporting period progress of the future development planning in the disclosed documents of the Company such as
share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.:
□ Applicable √ Inapplicable
III. Breakdown of main business
Unit: RMB’000
Increase/decrease Increase/decrease Increase/decrease
of operating of operating costs of gross profit
Operating Gross profit rate
Operating costs revenues over the over the same rate over the same
revenues (%)
same period of period of last year period of last year
last year (%) (%) (%)
Classified by industry:
Industry of 73,211,746.10 54,044,665.56 26.18% 18.00% 14.23% 2.43%
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Midea Group Co., Ltd. 2014 Semi-Annual Report
manufacturing
Industry of 1,572,766.55 1,388,965.63 11.69% 2.70% 3.87% -0.99%
logistics
transportation
Classified by product:
Major appliances 51,299,125.77 37,419,693.85 27.06% 19.02% 13.96% 3.24%
Air conditioners 41,692,542.15 30,507,576.85 26.83% 18.24% 14.02% 2.71%
and accessories
Refrigerators and 5,008,742.18 3,663,813.70 26.85% 21.24% 8.67% 8.46%
accessories
Washing 4,597,841.44 3,248,303.30 29.35% 24.00% 19.96% 2.38%
machines and
accessories
Small household 17,792,284.51 13,116,945.26 26.28% 17.94% 17.03% 0.57%
appliances
Electrical 4,120,335.82 3,508,026.45 14.86% 6.88% 7.39% -0.41%
machines
Logistics 1,572,766.55 1,388,965.63 11.69% 2.70% 3.87% -0.99%
Classified by region:
Domestic 44,895,216.40 32,313,015.18 28.03% 25.06% 23.57% 0.87%
Overseas 27,292,542.66 20,915,402.72 23.37% 7.08% 1.05% 4.57%
In order to let investors get an actual understanding of real operation scale and capability of electrical machines
and logistics of the Company, the above figures of electrical machines and logistic include internal sales data. As
for figures excluding internal sales data, please refer to the notes to the financial report in this Semi-annual
Report.
IV. Core competitiveness analysis
1. Sustainable leading capability of innovation and R&D
Midea Group has been committed to product innovation and R&D, introduced high-level leading technical talents
in the industry, and kept technology cooperation with leading scientific research institutions in home and abroad.
Depending on the perfect innovation mechanism, as well as the sustainable and mass input to scientific research
resources, the scientific technology level of Midea Group has kept standing at the advanced level in home and
even abroad. The series of innovative products firstly researched, developed, and launched by Midea, including
the full direct-current inverter air conditioners which are advertised as “1 kwh electric power per night”,
19
Midea Group Co., Ltd. 2014 Semi-Annual Report
washing-drying integral machines which are advertised as “smart auto throw-in”, the “streaming cube” series of
microwave ovens, the IH smart electric cookers, the high-temperature stream-cleaning extractor hoods, and the
flowing-water water heaters have been highly recognized by the market.
The Company has founded a research institute for smart home furnishing, and stepped ahead in strategic layout of
smart home furnishing and development of smart products on the basis of the Company’s abundant product
categories and large user groups.
2. Broad and stable channel networks
Midea has formed omnibearing and stereo market coverage through many years of development and layout. In
mature primary and secondary markets, the Company has always kept good cooperation with large appliance
chain stores such as Gome and Suning. In broad third and fourth markets, the Company has added flagship store,
exclusive stores, traditional channels, and new channels as effective supplement. The channel networks of the
Company has realized full coverage in primary and secondary markets, and coverage rate of higher than 95% in
third and fourth markets. At the same time, advantages of the Company in brands, products, offline channels, and
logistics layout, have also provided beneficiary guarantee for the Company’s rapid expansion in E-commerce
businesses and channels. In China, Midea Group has cooperated with most initial distributors for many years and
cultivated high brand loyalty in distribution, In overseas market, Midea group has established plenty of overseas
branches and institutes, set up production base in 6 foreign countries, and accelerated the marketing network
construction in potential markets including Southeast Asia, North America, South America, Europe, and Middle
East.
3. Capability of integrated synergic operation in supply chain and resource sharing
Midea Group is the one and only household appliance production enterprise in China with full industry chain and
full product lines. With the supporting of industrial leading R&D and manufacturing technologies for core
appliance accessories such as compressors, electric control, and magnetron, together with powerful capability of
production of up-stream accessories of electrical machines and logistics service, the Company has formed a whole
industry chain covering integrated R&D, manufacturing, and sales of key accessories and complete machines.
Meanwhile, speaking of product lines, products of Midea Group cover major appliances such as air conditioners,
refrigerators, and washing machines, and almost all main small household appliances for kitchen and bathroom,
such as microwave ovens, electric cookers, and dish-washing machines, which founds an innate advantageous
basis for providing consumers with integrated solutions.
20
Midea Group Co., Ltd. 2014 Semi-Annual Report
Midea Group makes systematic planning and rational layout in production capacity and structure,
comprehensively considers about factors such as regional radiation, supporting supply, and logistic cost, and
converges large-scale and flexible production of diversified product categories, so that the Company can face the
market change with more flexibility. At the same time, the advantage of full industry chain and full products
makes Midea Group sufficiently share the resources in aspects of procurement, brands, technologies, and channels,
and forms omnibearing synergic effect.
4. Perfect governance mechanism and effective incentive mechanism of the Company
The Company pays close attention to governance structure, enterprise management and control, separation of
powers, and the construction of power-centralized and power-separated mechanisms. It has formed mature
management mechanism for professional managers. Having been operated for lots of years, the business divisions
of the Company, which have formulated evaluation and incentive systems with fully decentralized powers and
performance-oriented appraisal, have become the training and growth platform for professional managers of the
Company. The Company’s high-class operating management are all professional managers trained by operation
and practices in Midea, and have worked in units of Midea for more than 15 years, possessed abundant experience
of the industry and management, obtained profound understanding for global and Chinese household electrical
appliances, and can make precise analysis on industrial operation environment and enterprise operation
management. Mechanism advantages of the Company found a solid basis for Midea’s stable and sustainable future
development.
Currently, the Company’s high-class management, core management teams, and mid-class talents have hold about
9% of the Company’s shares by diversified means of direct and indirect shareholding, incentive plans of stock
options, and etc. The Company has set up an incentive mechanism featured by coincident profit between the
operating management and whole shareholders, as well as the unified relation between stock incentive and
restraint for long-term and short-term periods.
5. Industry-leading scale advantages
Midea Group owns complete industry supply chain of air conditioners, refrigerator, and washing machines, as
well as complete small household appliance product groups. The Group has built 16 products bases in China,
radiating to five main regions of South China, East China, Middle China, Southwest China, and North China, and
built overseas production bases in Vietnam, The Republic of Belarus, Egypt, Brazil, Argentina, and India. The
production capacity and volume, and sales amount of major and small appliances of the Company all stably stand
21
Midea Group Co., Ltd. 2014 Semi-Annual Report
among the front ranks in home and abroad.
Meanwhile, Midea Group also owns strong supply capability for up-stream accessories of household appliances.
The overall production capacity of electric machines of the Company is about 100 million units. The production
and sales volume both rank high in the world. At the same time, the powerful transportation and distribution
capability of logistics division in Midea Group provides strong guarantee for the development of the Company’s
household appliance industry.
Midea Group makes scale layout in household appliances and related industries, consolidates the leading
competitive position of the Company in the industry, and guarantees the overall advantages of the Company in
aspects of cost control, quality control, resource integration, and supply promptness.
V. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
□ Applicable √ Inapplicable
The Company did not invest in any external party in the reporting period.
(2) Equity-holdings in financial enterprises
√Applicable □ Inapplicable
Gain/loss
Initial Closing in the
Opening Opening Closing Closing
Enterprise Enterprise investment equity-hol reporting Account
equity-holdi equity-holdi equity-holdi book value Equity source
name variety cost ding ratio period ing title
ngs (share) ng ratio (%) ngs (share) (RMB’000)
(RMB’000) (%) (RMB’000
)
Golden Eagle Long-ter
Fund Fund m equity Sponsoring
50,000.00 50,000,000 20.00% 50,000,000 20.00% 28,656.55 896.52
Management company investme and setting up
Co., Ltd. nt
Long-ter
Bank of Jiang Commerci Private
13,220.45 2,202,564 0.00% 5,232,676 0.00% 13,330.45 - m equity
Su al bank offering
investme
22
Midea Group Co., Ltd. 2014 Semi-Annual Report
nt
Long-ter
Hubei Bank
Commerci m equity Private
Corporation 5000.00 5,870,266 1.29% 5,870,266 1.29% 5,000.00 -
al bank investme offering
Limited
nt
Foshan
Shunde Rural Long-ter
Commercial Commerci m equity Private
452,840.00 186,104,160 6.33% 186,104,160 6.33% 452,840.00 59,214.96
Bank al bank investme offering
Company nt
Limited
Long-ter
Zhangshu
Commerci m equity Private
Shunyin 6,000.00 6,000,000 6.00% 6,000,000 0.60% 6,000.00 180.00
al bank investme offering
County Bank
nt
Long-ter
Fengcheng
Commerci m equity Private
Shunyin 6000.00 6,000,000 6.00% 6,000,000 0.60% 6,000.00 60.00
al bank investme offering
County Bank
nt
Total 533,060.45 256,176,990 -- 259,207,102 -- 511,827.00 60,351.48 -- --
(3) Investment in securities
□ Applicable √ Inapplicable
2. Wealth management entrustment, derivative investments and entrustment loans
(1) Wealth management entrustment
√Applicable □Inapplicable
Unit: RMB Ten thousand
Actual
Related-p Impairme
Payment Principal gain/loss
Name of arty Product Beginnin Ending nt Expected
Relation Amount determin actually for
trustee transactio variety g date date provision gain
ation recovered reporting
n or not (if any)
period
Bank
Agreem
Bank No No finance 4,838,255 2014.1.1 2015.4.22 3,765,163 17,499.01 17,499.01
ent
products
23
Midea Group Co., Ltd. 2014 Semi-Annual Report
Total 4,838,255 -- -- -- 3,765,163 17,499.01 17,499.01
Source of the entrusted funds Self-owned funds
Cumulative overdue principals and gains None
Involving cases (if applicable) Not applicable
Disclosure date of the board announcement
approving the wealth management 2014.03.29
entrustment (if any)
Disclosure date of the general meeting
announcement approving the wealth 2014.04.22
management entrustment (if any)
(2) Derivative investment
√Applicable □Inapplicable
Unit: RMB’000
Proportion
Rela
of the
ted-
Impair closing
part Actual
Type of Initial Opening ment Closing investment
Rela y Beginning gain/loss in
Operator derivative investment Ending date investment provisi investment amount in
tion trans date reporting
investment amount amount on (if amount the
actio period
any) Company’
n or
s closing
not
net assets
Futures
Futures
No No hedging 2014.01.01 2014.12.31 0 3,480.88 0.01% 1,590.60
company
contracts
Forward
Bank No No exchange 803,708.02 2014.01.01 2014.12.31 803,708.02 0 -410,682.78 -1.15% -1,123,585.69
contract
Total 803,708.02 803,708.02 0 -407,201.90 -1.14% -1,121,995.09
Capital source for derivative
All self-owned funds
investment
Disclosure date of the board
announcement approving the 29 Mar 2014
derivative investment (if any)
Disclosure date of the general meeting
announcement approving the 22 Apr 2014
derivative investment (if any)
24
Midea Group Co., Ltd. 2014 Semi-Annual Report
For the sake of eliminating the cost risk of the Company's bulk purchases of raw materials as a result of
significant fluctuations in raw material prices, the Company not only carried out futures business for
some of the materials, but also made use of bank financial instruments and promoted forex funds
business, with the purpose to avoid the risks of exchange and interest rate fluctuation, realize the
preservation and appreciation of forex assets, reduce forex liabilities, as well as achieve locked-in
costs. The Company has performed sufficient evaluation and control against derivatives investment and
position risks, details of which are described as follows:
1. Legal risk: The Company's futures business and forex funds businesses shall be conducted in
compliance with laws and regulations, with clearly covenanted responsibility and obligation
relationship between the Company and the agencies.
Control measures: The Company has designated relevant responsible departments to enhance learning
of laws and regulations and market rules, conducted strict examination and verification of contracts,
defined responsibility and obligation well, and strengthened compliance check, so as to ensure that the
Company's derivatives investment and position operations meet the requirements of the laws and
regulations and internal management system of the Company.
2. Operational risk: Imperfect internal process, staff, systems and external issues may cause the
Company to suffer from loss during the course of its futures business and forex funds business.
Analysis on risks and control Control measures: The Company has not only developed relevant management systems that clearly
measures of derivative products held defined the assignment of responsibility and approval process for the futures business and forex funds
in the reporting period (including but business, but also established a comparatively well-developed monitoring mechanism, aiming to
not limited to market risk, liquidity effectively reduce operational risk by strengthening risk control over the business, decision-making
risk, credit risk, operation risk, law and trading processes.
risk, etc.) 3. Market risk Uncertainties caused by changes in the prices of bulk commodity and exchange rate
fluctuations in foreign exchange market could lead to greater market risk in the futures business and
forex funds business. Meanwhile, inability to timely raise sufficient funds to establish and maintain
hedging positions in futures operations, or the forex funds required for performance in forex funds
operations being unable to be credited into account could also result in loss and default risks.
Control measures: The futures business and forex funds business of the Company shall always be
conducted by adhering to prudent operation principles. For futures business, the futures transaction
volume and application have been determined strictly according to the requirements of production &
operations, and the stop-loss mechanism has been implemented. Besides, to determine the prepared
margin amount which may be required to be supplemented, the futures risk measuring system has been
established to measure and calculate the margin amount occupied, floating gains and losses, margin
amount available and margin amount required for intended positions. As for forex funds business, a
hierarchical management mechanism has been implemented, whereby the operating unit which has
submitted application for funds business should conduct risk analysis on the conditions and
environment affecting operating profit and loss, evaluate the possible greatest revenue and loss, and
report the greatest acceptable margin ratio or total margin amount, so that the Company can update
operating status of the funds business on a timely basis to ensure proper funds arrangement before the
expiry dates.
Changes of market prices or fair 1. Profit/loss from futures hedging contracts incurred during the Reporting Period was RMB
values in the reporting period of the 1,590,600;
invested derivatives. And the analysis 2. Profit/loss from forward forex contracts incurred during the Reporting Period was RMB
25
Midea Group Co., Ltd. 2014 Semi-Annual Report
on the fair value of the derivatives -1,123,585,690;
should include the specific use 3. Public quotations in futures market or forward forex quotations announced by Bank of China are
methods and the relevant assumptions used in the analysis of derivatives fair value.
and parameters.
Whether significant changes occurred
to the Company’s accounting policy
and specific accounting principles of
No change
derivatives in the reporting period
compared to the previous reporting
period
The Company's independent directors are of the view that: the futures hedging business is an effective
instrument for the Company to eliminate price volatility and implement risk prevention measures
Specific opinion from independent through enhanced internal control, thereby improving the operation and management of the Company;
directors on the Company’s the Company's foreign exchange risk management capability can be further improved through the
derivatives investment and risk forex funds business, so as to maintain and increase the value of foreign exchange assets; and the
control abovementioned investment in derivatives can help the Company to fully bring out its competitive
advantages. Therefore, it is practicable for the Company to carry out derivatives investment business,
and the risks are controllable.
(3) Entrustment loans
□ Applicable √ Inapplicable
3. Use of raised funds
□ Applicable √ Inapplicable
4. Analysis to main subsidiaries and stock-participating companies
√ Applicable □ Inapplicable
Main subsidiaries and stock-participating companies:
Main Total Operating Operating
Compan Registered capital Net assets Net profit
Company name Industry products/ser assets revenues profit
y variety (ten thousand) (million) (million)
vices (million) (million) (million)
Manufac
Guangdong Midea Refrigeration Subsidia Air
turing RMB 85,400.00 20,676.06 2,671.23 19,393.79 664.94 600.07
Equipment Co., Ltd. ry conditioners
industry
Guangdong Midea Group Wuhu Subsidia Manufac Air
USD 693 11,442.47 1,016.80 10,756.04 249.40 217.97
Refrigeration Equipment Co., Ltd. ry turing conditioners
26
Midea Group Co., Ltd. 2014 Semi-Annual Report
industry
Manufac
Wuhu GMCC Air-conditioning Subsidia Air
turing RMB 83,000 1,780.98 1,075.89 2,786.21 291.24 219.53
Equipment Co., Ltd. ry conditioners
industry
Foshan Shunde Midea Electric Manufac
Subsidia Water
Appliance Manufacturing Co., turing USD 4,200.00 2,386.59 701.70 2,994.75 430.11 376.33
ry heaters
Ltd. industry
Kitchen &
Guangdong Midea Kitchen Manufac
Subsidia Bathroom
Appliances Manufacturing Co., turing USD 7,200.00 4,962.46 1,067.82 5,247.96 533.98 457.74
ry electric
Ltd. industry
appliances
Manufac Small
Guangdong Midea Life Electric Subsidia
turing household USD3,926.00 1,533.02 546.78 1,252.45 947.31 930.08
Manufacturing Co., Ltd. ry
industry appliances
5. Significant projects invested with non-raised funds
□ Applicable √ Inapplicable
VI. Predict the operating results of Jan.-Sept. 2014
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin
to the end of the next reporting period according to prediction, as well as explanations on the reasons:
√ Applicable □ Inapplicable
Performance prediction: same rise
Statement of business performance forecast (based on income statement)
From the beginning of the
Same period in
year to the end of the next Increase/decrease (%)
the last year
reporting period
Estimated amount of YoY increase
aggregate net profit (RMB 87 -- 96 40 118% -- 140%
100 million)
Basic earnings per share YoY increase
2.06 -- 2.28 0.95 118% -- 140%
(RMB Yuan/share)
In Sept. 2013, Midea Group merged with GD Midea Holding through share exchange. The income
Explanations for business
statement has been compiled based on accounting standards. The net profit of the Period was the
performance forecast
data generated following the merger, while the figure in the same period of the previous year was
27
Midea Group Co., Ltd. 2014 Semi-Annual Report
calculated based on 41. 17% shares held by Midea Group in GD Midea Holding before the merger.
On 30 Apr. 2014, as Midea Group accomplished the capitalization of capital reserve, resulting to 10
shares transferred to 15 shares. According to related rules, the basic earnings per share as at the
same period of last year shall be calculated by share capital after adjustment.
To facilitate contrastive analysis based on the same statistical standards for investors, based on the pro-forma
profit statement (the merger of GD Midea Holding is deemed as to have been completed on 1 Jan. 2013), the
Company's business performance is expected to improve in Jan.-Sept. of 2014 as follows:
Statement of business performance forecast (based on pro-forma profit statement)
From the beginning of the
Same period in
year to the end of the next Increase/decrease
the last year
reporting period
Estimated amount of
aggregate net profit (RMB 87 -- 96 60 YoY increase 45% -- 60%
100 million)
Basic earnings per share
2.06 -- 2.28 1.42 YoY increase 45% -- 60%
(RMB Yuan/share)
Explanations for business
performance forecast
VII. Explanation by the Board of Directors and the Supervisory Committee about the
“non-standard audit report” issued by the CPAs firm for the reporting period
□ Applicable √ Inapplicable
VIII. Explanation by the Board of Directors about the “non-standard audit report” for last
year
□ Applicable √ Inapplicable
IX. Implementation of profit allocation during the reporting period
Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash
dividend plan and the plan for turning capital reserve into share capital:
√ Applicable □ Inapplicable
The Company’s profit scheme and capitalization of capital reserve for Y2013 is as follows: Based on the total
28
Midea Group Co., Ltd. 2014 Semi-Annual Report
1,686,323,389 shares as at 31 Dec 2013, the Company distributed cash of RMB 20.00 for every ten shares to all
shareholders. Meanwhile, additional 15 shares were granted for every ten shares of all shareholders using the
capital reserve. The scheme was reviewed and passed in the Y2013 Annual General Shareholders Meeting held on
21 Apr. 2014. The equity registration date for profit allocation and capitalization of capital reserve is 29 Apr. 2014,
and the ex-equity and ex-dividend date is 30 Apr 2014. The aforesaid profit allocation scheme has been
successfully accomplished.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association and the
Yes
resolution of the general meeting
Specific and clear dividend standard and ratio: Yes
Complete decision-making procedure and mechanism: Yes
Independent directors fulfilled their responsibilities and played their
Yes
due role:
Minority shareholders have the chance to fully express their
opinion and desire and their legal rights and interests were fully Yes
protected:
In adjustment or alteration of the cash dividend policy, the
conditions and procedure were in compliance with regulations and Inapplicable
transparent:
X. Preplan for profit distribution and turning capital reserve into share capital for the
reporting period
□ Applicable √ Inapplicable
XI. Researches, visits and interviews received in the reporting period
√ Applicable □ Inapplicable
Main discussion and
Way of
Time Place Visitor type Visitor materials provided by the
reception
Company
On-site Guizot Jinan Securities, E-Fund, Inhuman The Company mainly
Company
Fund Management Co., Ltd, An bang Asset
2014-01-09 survey Institution briefed the investors
Management Co., Ltd, New Value, Western
Securities about: (1) current status
29
Midea Group Co., Ltd. 2014 Semi-Annual Report
Strategy and development of the
2014-01-13 Shanghai Institution UBS Greater China Conference
meeting industry; (2) operation
and development strategy
On-site
Company CLSA Asia-Pacific Markets, CICC,
of the Company; (3)
2014-01-15 survey Institution HUABAO TRUST, CAPITAL
CICC other regular report
disclosed by the
On-site
Company CICC, GENESIS INVESTMENT Company and topics
2014-01-22 survey Institution
MANAGEMENT,LLP involved in the
announcement.
On-site
Company Morgan Stanley, Fallopian Capital,
2014-02-13 survey Institution
Capitalistic Informative report
provided by the
Murrain Securities, Value Partners Fund,
Company: public
On-site BOCI-Prudential, TPG-AXON Capital,
Company information, such as
2014-02-18 survey Institution DIAM, Jillian Dresdner, BlackRock,
regular report
Manulife Asset Management, China
announcement of the
Investment Corporation(HK)
Company.
Company On-site
2014-02-20 Institution CICC, First State Investment (Hong Kong)
survey
New product
CICC, CITIC Securities, Shenyin Wanguo
release
Company Securities, Changjiang Securities, Haitong
2014-03-03 meeting of Institution Securities, Sinolink Securities, UBS
Securities, China Merchants Securities,
kitchen
China Galaxy Securities, Guosen Securities
appliance
Orient Securities, Guotai Junan Securities,
Strategy
CICC, Investment Sheng Ta Investment
Company meeting of
2014-03-10 Institution Management, Dongguan securities,
smart
Shenzhen Fenghuangyuan Investment, First
e-house
Capital Securities, First Capital Securities,
30
Midea Group Co., Ltd. 2014 Semi-Annual Report
China Life Pension, Shenyin Wanguo
Securities, Sinolink Securities, Guosen
Securities, Shenyin Wanguo Securities,
Haitong Securities, Xinhua Asset
Management, Guotai Junan Securities,
Xinhua Asset Management, Huashang
Fund, CITIC Securities, New bergman
Investment, New bergman Investment,
Bosera Fund, UBS Securities, Galaxy
Securities, Da Cheng Fund Management,
PICC, Changxin Asset Management,
Shenzhen Dingshi Investment, Great Wall
Fund, Harvest Fund, Guosen Securities,
Industrial Securities, Changjiang Securities,
Ping’an Asset Management, Everbright
Pramerica Fund, Greenwoods Asset
Management, E-Fund, Yinhua Fund,
Taikang Assets, ABC-CA FUND,
Press Greenwoods Asset, Binyuan Capital,
meeting of Guosen Securities, Guotai Junan Securities,
intelligent CITIC Securities, Shenyin Wanguo
2014-03-17 Hangzhou air Institution Securities, Changjiang Securities, Dachang
conditioner FMC, Galaxy Securities, Sinolink
of Internet Securities, Galaxy Asset, Team-Top
of Things Investment, Haitong Securities, GTJA
Allianz Fund, E-Fund, GTJA Allianz Fund
E-Fund, Guangzhou Jinjun Investment, Jin
Annual
Company Huatai Investment, Industrial Securities,
2014-03-31 performance Institution Galaxy Asset, Changsheng Fund, GTS
Fund, Essence Securities, First Capital
seminar
Securities, GF Securities, Shenyin Wanguo
31
Midea Group Co., Ltd. 2014 Semi-Annual Report
Securities, Sinolink Securities, Guangzhou
Asia bond, Guotai Junan Securities, Runhui
Investment, CICC, China Merchants
Securities, New bergman Investment,
CITIC Securities, China AMC, Bosera
Fund, UBS Securities, New bergman
Investment, New bergman Investment,
Harvest Fund Management, Guosen
Securities, Changjiang Securities,
ICBC Credit Suisse
, Greenwoods Asset, Yinhua Fund
Company Teleconfere
2014-04-08 Institution Greenwoods Asset
nce
China AMC, Yinhua Fund, Harvest Fund
Management, Huashang Fund, Harvest
Fund Management, China Life, New China
Life, Changsheng Fund, CCB Principal
Asset Management, Minsheng Canada
Royal Fund, CCB Principal Asset
2014-04-15 Beijing Road show Institution Management, ICBC Credit Suisse, CUAM,
Yimin Fund, CICC, Taikang AMC,
StarRock Investment Management, Cephei
Capital, ShanghaiIvy Investment
Management Company, Fosun Group
Cultural Industry, KEYWISE CAPITAL,
Hillhouse Capital
Company Teleconfere
2014-04-16 Institution Bernstein
nce
On-site
Company
2014-04-18 survey Institution New Idea Investment
2014-04-29 Company Performance Institution CICC, Guosen Securities , CITIC , Shenyin
32
Midea Group Co., Ltd. 2014 Semi-Annual Report
seminar Wanguo Securities, Greenwoods Asset,
ETON PARK, Citibank, Hillhouse Capital ,
Founder Securities, Guangdong
Development Fund, Anbang Capital, Bosera
Asset Management, Penghua Fund,
Dachang FMC , Ping An Asset , Prudential
Fund, Galaxy Securities, Chongyang
Investment, GF Securities , Haitong
Securities, UBS Securities, Sinolink
Securities, HSBC, ChinaAMC, Harvest
Fund Management, JPMorgan Chase,
Sunshine Insurance , Taikang AMC, ZEAL
ASSET MGMT, Yinhua fund
On-site
2014-04-30 Company Institution Marshall Wace
survey
Mirae Asset , Ping An Asset Management,
2014-05-12 Shanghai Road show Institution AIA China, Power pacific, Bisheng
investment, Sumitomo Mitsui
Schroders PLC-NV, Guotai Asset
2014-05-13 Shanghai Road show Institution Management, KaiYu capital, Rosefinch
Investment
Temasek Investment, Norges Bank, SPD
BANK AXA Fund, Fullgoad Fund,
Tianzhi Fund, Bank of China Investment,
2014-05-14 Shanghai Road show Institution
Pacific Investment, Fad Fund, Zongyi
Holdings, CITIC Securities, Nomura
Investment, Greenwoods Asset
2014-05-15 Shenzhen Road show Institution Penghua Fund, Zexinyide, Infore Capital,
33
Midea Group Co., Ltd. 2014 Semi-Annual Report
Copower Investment, First Capital
Securities, E&B Asset Management, UBS
SDIC, Team-Top Investment, Yujin Fund,
Yinshi Investment, Baoying Fund
2014-05-18 Guangzhou Road show Institution E-Fund, Guangfa Fund
Bosera Fund, Rotong Fund, China Southern
2014-05-19 Shenzhen Road show Institution Fund, Southwest Securities, Qianhaikaiyuan
Fund
On-site Yiheng Capital, Runhui Investment,
Company
2014-05-21 survey Institution Samsung Investment, Changxin Asset
Management, UBS Securities
BNP Paribas Investment, Nomura Warrants
On-site
2014-05-27 Company Institution （Hong Kong）, Ping’an Asset
survey
Management, China AMC, GMT Capital
Invesco Investment, CLSA Asia-Pacific
On-site
2014-05-28 Company Institution Markets, Schroders, Keywise Capital,
survey
Zhongma Consultant
Northeast Securities, Orient Securities Asset
Management, New Idea Investment, Cathay
Investors, China International Fund
Management, APS Investment, Great Wall
Securities, Xiangying Asset Management,
Strategy
2014-06-04 Chengdu Institution UBS SDIC, Topology Investment,
meeting
Yizhenglang Investment, Pudao Investment,
Tianan Insurance, Jingyuan Capital,
Hezhangzhichun Investment, Rosefinch
Investment, Yinhua Fund, New Center
Investment
34
Midea Group Co., Ltd. 2014 Semi-Annual Report
On-site
Company
2014-06-09 survey Institution Overlook Investments
On-site
Company
2014-06-10 survey Institution Mizuho Securities
China Southern Fund, Changsheng Fund,
Strategy Huashang Fund, Minshen Canada Royal
2014-06-12 Yichang Institution
meeting Fund, CICC, Union Asset, China Export &
Credit Insurance, CITIC Securities
Comgest, DIAM Asset Management,
Shouzheng Fund, Jiafu Asset Management,
ChinaRock Capital, Panah Fund, Canada
Pension Plan, Vontobel , Manulife Asset
Strategy Management, Alliance Bernstein Hong
2014-06-16 Hong Kong Institution
meeting Kong, Baring Asset Management,
Pengsheng Asset Management, Atlantis
Investment, Goldman Sachs Asia, Eliv
Investment & Management, UBS Global ,
Azentus Capital
Orient Securities Asset Management,
Guolian Securities, Xingzhi Venture
Capital, First-Trust Fund, Galaxy Asset, Jifu
Strategy Fund, Guosen Securities, Willam Blair,
2014-06-17 Shanghai Institution
meeting HSBC Fund, Renhang Investment,
Liangsheng International, Mingxiang
Investment, Hezi Capital, Fortune SG Fund,
Spring Capital
35
Midea Group Co., Ltd. 2014 Semi-Annual Report
On-site
Company Taikang Assets, Santa Lucia , Norges
2014-06-23 survey Institution
Bank, DCG capital, Standard Chartered
Jingyuan Capital, Golden Nest Capital,
Morgan Asset Management, Value Partners
Golds Ta Te Fund, Fullgoad Fund, Zhong
Ou Asset Management, Value Partners
Group, Value Partners Fund, AIA China,
Shengshu Investment, East Capital, LORD
Strategy ABBETT Fund, Qianhe Capital
2014-06-25 Shanghai Institution
meeting Management, Jifu Fund, Atlantis
Investment, Jet KingInvestment, Neuberger
Berman Investment, Tengyue Fund, Ping’an
Asset Management, Lion Global Investors,
Princeton Asset Management, Newport
Asia, Yongjin Investment, Ivy Assets,
Nomura Investment, Yiheng Capital
MontPelerin Investment & Management,
ShanghaiBBC Stock, Baohong Investment
& Management, Golden Bloom Capital,
Strategy CITIC Securities, Essence Fund, Sinolink
2014-06-26 Ningbo Institution
meeting Securities, Think Investment &
Management, Sinosteel International,
Dingda Fund, Anbang Asset Management,
SinoPAC Securities
36
Midea Group Co., Ltd. 2014 Semi-Annual Report
Section V. Significant Events
I. Corporate governance
The situation of the Company’s governance did not differ in principle from the Company Law and the relevant
CSRC requirements in the reporting period.
II. Significant lawsuits or arbitrations
□ Applicable √ Inapplicable
III. Media’s queries
□ Applicable √ Inapplicable
IV. Bankruptcy reorganization
□ Applicable √ Inapplicable
V. Asset transactions
1. Purchase of assets
□ Applicable √ Inapplicable
2. Sale of assets
□ Applicable √ Inapplicable
3. Business combination
□ Applicable √ Inapplicable
VI. Implementation of equity incentive and its influence
√ Applicable □ Inapplicable
On 10 January, 2014, the first session of the 14th meeting of the board of directors of the company reviewed and
adopted the Stock Option Incentive Plan (Draft) of Midea Group Co., ltd., awarding 40,512,000 stock options to
the incentive object, which accounts 2.41% of the company’s total equity of 1,686,323,389 shares when signing
the incentive plan.
On 27 January, 2014, the China securities regulatory commission confirmed that they have no objection to the
stock option incentive plan which recorded on Measures for Share Incentive Management of Listed Companies
(on Trial).
37
Midea Group Co., Ltd. 2014 Semi-Annual Report
On 17 February, 2014, the company held the first provisional shareholders meeting in 2014, which reviewed and
adopted the Stock Option Incentive Plan.
On 18 February, 2014, the first session of the 16th meeting of the board of directors of the Company reviewed and
adopted the Proposal on Adjustments of Stock Option Incentive Objects and Grant Numbers, Proposal on
Determination of Grant Date of Stock Option Incentive Plan and Proposal on Grant Matters of Stock Option
Incentive Plan, determining the date of grant to be 18 February, 2014 and agreeing to award 40,512,000 stock
options to the 691 incentive objects due to some employees has left the Company and not meet the requirements
of incentive objects.
After the completion of first grant registration of stock option on 10 March, 2014, the former incentive objects,
Wang Jianlin, Zhu Jinsong, Liao Guojin, Tong Huai, Shen Peng, Yang Xiaowen, Zhu Ruihua, Liu Yanshou, Wang
Qingbo and Wang Kun, have left the Company after share option grant and before exercising. According to the
requirements of Stock Option Incentive Plan (Draft), non-exercised stock option from demission date could be
canceled for those incentive objects. Therefore, the above ten people are not qualified for incentive objects and the
related 567,000 stock options would be canceled.
After adjustment, the first amount of incentive objects awarded stock option is 681 and numbers of awarded
non-exercised stock option are 39,945,000.
On 30 April, 2014, the Company has completed the equity allocation program of distributing 20.00 Yuan for 10
shares and increasing 15 shares for 10 shares by capital reserve. After implementation of equity allocation
program, the exercise price of stock incentive plan has been adjusted to 18.72 Yuan from previous 48.79 Yuan and
exercise numbers from 39,945,000 to 99,862,500.
VII. Significant related-party transactions
1. Related-party transactions concerning routine operation
√ Applicable □ Inapplicable
Related
Subject Amount of
party Related party Percentage as the Related party
Related party matter of the related party
Related party transacti transaction amount of similar transaction
relationship related party transactions
on pricing basis transactions (%) settlement
transactions (RMB’000)
class
Guangdong Company
Payment after
Yingke controlled by Purchase Purchase Market price
70,429.79 0.13 products
Electronics Co., family members
Ltd of actual
38
Midea Group Co., Ltd. 2014 Semi-Annual Report
controller
Zhejiang Company Purchase Purchase of Market price Payment after
Shangfeng controlled by varnished 411,979.24 0.75 products
Industrial Co., family members wire
Ltd of actual Market price Payment after
Services Services of
controller products
custom 944.61 0.00
clearance
Total -- 483,353.64 -- --
Description of return of bulk sales in details Inapplicable
The actual performance (if any) of the estimated total
The associated amount limit between the Company and the related
amounts of day-to-day related party transactions to be
parties and the subsidiaries did not exceed the estimated total amounts
conducted in the period under review during the
of day-to-day related party transactions by type.
Reporting Period by type.
The reason for the big difference between the transaction
Inapplicable
price and the market reference price
2. Related-party transactions arising from acquisition and sale of assets
□ Applicable √ Inapplicable
3. Related-party transactions arising from joint investment in external parties
□ Applicable √ Inapplicable
4. Credits and liabilities with related parties
Was there any non-operating credit or liability with any related party?
□ Yes √ No
5. Other significant related-party transactions
√ Applicable □ Inapplicable
Disclosure date of the Website where the interim
Title of the interim announcement
interim announcement announcement was disclosed
39
Midea Group Co., Ltd. 2014 Semi-Annual Report
Announcement about related party transaction in relation to loans http://www.cninfo.com.cn
2014-01-28
and deposits of Shunde Rural Commercial Bank
VIII. Occupation of the Company’s funds for non-operating purposes by the controlling
shareholder and its related parties
□ Applicable √ Inapplicable
IX. Significant contracts and fulfillment thereof
1. Trusteeship, contracting and leasing
(1) Trusteeship
□ Applicable √ Inapplicable
(2) Contracting
□ Applicable √ Inapplicable
(3) Leasing
□ Applicable √ Inapplicable
2. Guarantees provided by the Company
√ Applicable □ Inapplicable
The Company's external guarantees (excluding guarantees provided for its subsidiaries)
Guaranteed
Guarantee
amount Date of Whether
Guaranteed Actual provided
Name of guaranteed limit occurrence Guarantee Guarantee performan
amount guaranteed for related
party announcem (agreement type period ce was
limit amount party or not
ent issuing signing date) completed
(yes or no)
date
None - - - - - - - -
Total line of external guarantees Actual amount of external
0.00 0.00
approved during the Reporting guarantees provided during
40
Midea Group Co., Ltd. 2014 Semi-Annual Report
Period (A1) the Reporting Period (A2)
Total line of external guarantees Actual amount of external
approved at the end of Reporting 0.00 guarantees provided at the end 0.00
Period (A3) of Reporting Period (A4)
Guarantee provided by the Company for its subsidiaries
Actual Whet
Guarantee
Guaranteed guarante her Guarantee
Amount Date of
amount limit ed perfor provided
limit occurrence Guarantee Guarantee
Name of guaranteed party announceme amount manc for related
(ten (agreement type period
nt issuing (ten e was party or not
thousand signing date)
date thousand comp (yes or no)
Yuan)
Yuan) leted
Midea Group Finance Co., Ltd 2014-3-29 715,800 2012-12-31 0 Warranty 2014-12-31 No No
Guangdong Midea Refrigeration No No
2012-12-31 264,734 Warranty
Equipment Co., Ltd 2014-3-29 767,480 2014-12-31
GD Midea Group Wuhu Refrigeration No No
2012-3-1 0 Warranty
Equipment Co., Ltd. 2014-3-29 40,000 2015-2-1
Foshan Midea Carrier Refrigeration No No
2012-11-14 8,296 Warranty
Equipment Co., Ltd. 2014-3-29 53,000 2015-2-1
Midea Commercial Air Conditioning No No
2012-11-14 1,806 Warranty
Equipment Co., Ltd., Guangdong Province 2014-3-29 26,000 2015-2-1
Guangdong Midea Lighting Electric No No
2012-12-31 0 Warranty
Manufacturing Co., Ltd 2014-3-29 3,000 2014-12-31
Guangdong Midea Heating & Ventilation No No
2012-11-14 38,620 Warranty
Equipment Co., Ltd. 2014-3-29 66,000 2015-2-1
Hefei Midea Heating & Ventilation No No
2012-12-31 6 Warranty
Equipment Co., Ltd. 2014-3-29 27,000 2014-12-31
Chongqing Midea General Refrigeration No No
2012-12-31 0 Warranty
Equipment Co., Ltd. 2014-3-29 19,000 2014-12-31
41
Midea Group Co., Ltd. 2014 Semi-Annual Report
Guangdong GMCC Precise Manufacture No No
2012-11-14 2,399 Warranty
Co., Ltd. 2014-3-29 55,500 2015-2-1
Guangdong GMCC Precise Manufacture No No
2012-11-14 328 Warranty
Co., Ltd. 2014-3-29 42,500 2015-2-1
Anhui GMCC Refrigeration Equipment No No
2012-11-14 6,726 Warranty
Co., Ltd. 2014-3-29 42,000 2015-2-1
Wuhu GMCC Air Conditioning Equipment No No
2012-11-14 70,493 Warranty
Co., Ltd. 2014-3-29 84,900 2015-2-1
Hefei Midea Refrigerator Co., Ltd. 2014-3-29 81,500 2012-11-14 0 Warranty 2015-2-1 No No
Hefei Hualing Co., Ltd. 2014-3-29 87,000 2012-11-14 799 Warranty 2015-2-1 No No
Hubei Midea Refrigerator Co., Ltd. 2014-3-29 52,000 2012-3-1 0 Warranty 2014-3-1 No No
Guangzhou Hualing Refrigerator Co., Ltd 2014-3-29 22,000 2012-3-1 701 Warranty 2014-3-1 No No
Hefei Midea Washing Equipment No No
2012-2-1 0 Warranty
Manufacturing Co., Ltd. 2014-3-29 40,000 2015-2-1
Ningbo Midea Joint Materials Supply Co. No No
2012-12-31 7,199 Warranty
Ltd 2014-3-29 55,000 2014-12-31
Guangdong Welling Motor Co., Ltd. 2014-3-29 46,000 2012-11-14 885 Warranty 2015-2-1 No No
Welling (Wuhu) Motor Manufacturing Co., No No
2012-11-14 2,881 Warranty
Ltd 2014-3-29 40,000 2015-2-1
Foshan Welling Washer Motor No No
2012-11-14 6,946 Warranty
Manufacturing Co., Ltd. 2014-3-29 65,200 2015-2-1
Foshan Welling Electronic and Electric No No
2012-11-14 91 Warranty
Appliances Co., Ltd. 2014-3-29 10,000 2015-2-1
Foshan Welling Material Co., Ltd. 2014-3-29 15,000 2012-11-14 0 Warranty 2015-2-1 No No
Guangdong Midea Life Electric No No
2012-12-31 490 Warranty
Manufacturing Co., Ltd. 2014-3-29 27,000 2015-2-1
Foshan Shunde Midea Drinking No No
2012-12-31 170 Warranty
Manufacturing Co., Ltd. 2014-3-29 18,000 2015-2-1
42
Midea Group Co., Ltd. 2014 Semi-Annual Report
Foshan Shunde Midea Electric Appliance No No
2012-12-31 24,913 Warranty
Manufacturing Co., Ltd. 2014-3-29 42,500 2015-2-1
Guangdong Midea Kitchen Appliances No No
2012-11-14 269,830 Warranty
Manufacturing Co., Ltd. 2014-3-29 557,000 2015-2-1
Guangdong Witt Vacuum Electronics No No
2012-11-14 6,652 Warranty
Manufacturing Co., Ltd. 2014-3-29 13,000 2015-2-1
Foshan Shunde Midea Washing Appliance No No
2012-11-14 86,952 Warranty
Manufacturing Co., Ltd. 2014-3-29 292,500 2015-2-1
Wuhu Midea Washing Appliance No No
2012-11-14 91 Warranty
Manufacturing Co., Ltd. 2014-3-29 14,500 2015-2-1
Guangdong Midea Environment No No
2012-11-14 88,211 Warranty
Appliances Manufacturing Co., Ltd. 2014-3-29 148,000 2014-12-31
Guangdong Midea Kitchen & Bathroom No No
2012-11-14 0 Warranty
Appliances Manufacturing Co., Ltd. 2014-3-29 15,000 2015-2-1
Foshan Midea Kitchen Appliances No No
2012-12-31 0 Warranty
Manufacturing Co., Ltd. 2014-3-29 63,000 2014-12-31
Wuhu Midea Kitchen & Bathroom Electric No No
2012-2-1 665 Warranty
Manufacturing Co., Ltd. 2014-3-29 15,000 2015-2-1
Jiangsu Midea Chunhua Electric Co., Ltd. 2014-3-29 23,000 2012-11-14 0 Warranty 2014-11-15 No No
Wuhu Annto Logistics 2014-3-29 10,000 2012-11-14 0 Warranty 2015-2-1 No No
Jiangxi Midea Guiya Lighting Co., Ltd. 2014-3-29 14,000 2012-12-31 1,556 Warranty 2014-12-31 No No
Guangdong Midea Boutique Electric No No
2012-12-31 0 Warranty
Manufacturing Co., Ltd. 2014-3-29 10,000 2015-2-1
Midea International Holdings Ltd. 2014-3-29 400,000 2011-8-31 238,736 Warranty 2014-8-31 No No
Midea International Trading Co., Ltd 2014-3-29 45,000 2011-8-31 39,355 Warranty 2014-8-31 No No
Calpore Macao Commercial Offshore Ltd. 2014-3-29 25,000 2011-8-31 25,058 Warranty 2014-8-31 No No
Mecca International (BVI) Limited 2014-3-29 5,400 2011-8-31 3,920 Warranty 2014-8-31 No No
Midea Electric Investment (BVI) Limited 2014-3-29 100,000 2011-8-31 66,724 Warranty 2014-8-31 No No
43
Midea Group Co., Ltd. 2014 Semi-Annual Report
Midea Refrigeration (Hong Kong) Co., No No
2013-5-14 1,244 Warranty
Ltd. 2014-3-29 31,500 2014-5-14
Midea Electric Trading (Singapore) Co. Long-term Long-term No No
163,275 Warranty
Pte. Ltd 2014-3-29 450,000 effective effective
Long-term Long-term No No
0 Warranty
Midea Life Electric (Vietnam) Co., Ltd 2014-3-29 40,000 effective effective
Long-term Long-term No No
9,054 Warranty
PT.MIDEA HVAC INDONESIA 2014-3-29 10,000 effective effective
Long-term Long-term No No
0 Warranty
Midea Malaysia Joint Venture 2014-3-29 10,000 effective effective
Long-term Long-term No No
0 Warranty
Carrier Midea India Private Limited 2014-3-29 10,000 effective effective
Long-term Long-term No No
0 Warranty
Carrier S.A. 2014-3-29 effective effective
8,000
Long-term Long-term No No
0 Warranty
Carrier Fueguina S.A. 2014-3-29 effective effective
Actual amount of
guarantees provided
Total of guaranteed amount limit approved and provided
1,738,687 for subsidiaries 1,738,687
for subsidiaries during the Reporting Period (B1)
during the Reporting
Period (B2)
Actual amount of
guarantees provided
Total of guaranteed amount limit approved and provided
1,439,807 for subsidiaries at 1,439,807
for subsidiaries at the end of Reporting Period (B3)
the end of Reporting
Period (B4)
Total amount of guarantees provided by the Company (namely total amount of the above two items)
Total amount of guarantees approved Actual amount of guarantees
44
Midea Group Co., Ltd. 2014 Semi-Annual Report
during the Reporting Period 1,738,687 provided during the Reporting 1,738,687
(A1+B1) Period (A2+B2)
Total amount of guarantees approved Actual amount of guarantees
at the end of Reporting Period 1,439,807 provided at the end of 1,439,807
(A3+B3) Reporting Period (A4+B4)
Ratio of total guarantee amount (i.e. A4+B4) to the Company's net
asset 40.30%
Of which:
Amount of guarantee provided for shareholders, actual controller
0
and related party (C)
Amount of guarantee of indebtedness directly or indirectly
provided for the guaranteed party with the asset-liability ratio of 471,109
over 70% (D)
The portion of total guarantee amount in excess of 50% of net
0
asset (E)
Total of the above-mentioned three guarantee amounts (C+D+E) 471,109
Explanation on several and joint liability possibly borne for undue None
guarantee
Explanation of external guarantees in breach of the specified None
procedures
(1) Illegal provision of guarantees for external parties
□ Applicable √ Inapplicable
3. Other significant contracts
□ Applicable √ Inapplicable
45
Midea Group Co., Ltd. 2014 Semi-Annual Report
4. Other significant transactions
□ Applicable √ Inapplicable
46
Midea Group Co., Ltd. 2014 Semi-Annual Report
X. Commitments made by the Company or any shareholder holding over 5% of the Company’s shares in the reporting period or such
commitments carried down into the reporting period
√ Applicable □ Inapplicable
Party
involved
Undertaking
Undertaking in Details of undertaking Term Particulars on the performance
date
undertakin
g
1.Undertaking of Midea Holding Ltd. (hereinafter referred to as "Midea Holding"), Apart from the 1. There is no violation of commitments.
and He Xiangjian, respectively the controlling shareholder and actual controller of first item of
Undertaking Midea Group Co., Ltd., towards the lock-up period of shares. commitments
Controllin
made in He Xiangjian and Midea Holding have undertaken as follows: Within 36 months since whose valid
g
offering the listing date of Midea Group's stocks, they will neither transfer or entrust others to duration
shareholde 28 March,
documents or manage their directly and indirectly held shares of Midea Group issued prior to this continues 36
rs 2013
shareholding issuance, nor sell them to Midea Group. If they break the above undertaking, they will months from
Actual
alternation assume all liabilities arising therefrom. the day,
controller
documents 2. Undertaking of Midea Holding and the actual controller He Xiangjian towards 18 September, 2. There is no violation of commitments.
the maintenance of the independence of Midea Group. 2013, of Midea
He Xiangjian and Midea Holding have undertaken as follows: He Xiangjian, Midea Group’s listing
47
Midea Group Co., Ltd. 2014 Semi-Annual Report
Holding and their controlled enterprises will keep independent from Midea Group in to
respect of personnel, finance, assets, business and institutions, etc. in accordance with 18 September,
relevant laws and regulations and regulatory documents. They will faithfully fulfill the 2016, other
above undertaking, and assume the corresponding legal liability. If they fail to fulfill their items are
obligations and responsibilities conferred by the undertaking, they will bear the indefinite.
corresponding legal liabilities according to relevant laws, rules, regulations and
regulatory documents.
3. Undertaking of Midea Holding and the actual controller He Xiangjian towards 3. There is no violation of commitments.
avoiding competition within the industry.
In order to avoid possible competition within the industry between Midea Group and
Midea Holding and its controlled enterprises as well as He Xiangjian, his immediate
family and his controlled companies, He Xiangjian and Midea Holding have undertaken
as follows:
(1). None of the entities or individuals mentioned above is or will be engaged in the same
or similar business as the existing main business of Midea Group and its controlled
companies. They are not or will not be engaged or participating in such business that is
competitive to the existing main business of Midea Group and its controlled companies
by controlling other economic entities, institutions or economic organizations;
(2). If Midea Group and its controlled companies expand their business on the basis of
the existing ones to those where the above mentioned related entities or individuals have
48
Midea Group Co., Ltd. 2014 Semi-Annual Report
already performed production and operation, as long as He Xiangjian is still the actual
controller of Midea Group, and Midea Holding the controlling shareholder, they will
agree on solving the problem of competition within the industry arising therefrom within
a reasonable period;
(3). If Midea Group and its controlled companies expand their business scope on the
basis of the existing ones to those where the above mentioned related subjects have not
gone into production or operation, as long as He Xiangjian is still the actual controller of
Midea Group, and Midea Holding the controlling shareholder, they would undertake as
not engage in competitive business to the new ones of Midea Group and its controlled
companies;
(4). In accordance with effective laws, regulations or other regulatory documents of
People's Republic of China, as long as He Xiangjian is identified as the actual controller
of Midea Group, and Midea Holding the controlling shareholder, they will not change or
terminate this undertaking.
(5). He Xiangjian and Midea Holding shall faithfully fulfill the above undertaking, and
assume the corresponding legal responsibilities. If they fail to fulfill their obligations and
responsibilities conferred by the undertaking, they would bear the corresponding legal
responsibilities according to relevant laws, rules, regulations and regulatory documents.
4. Undertaking of Midea Holding and the actual controller He Xiangjian towards 4. There is no violation of commitments.
the regulation of related transactions.
49
Midea Group Co., Ltd. 2014 Semi-Annual Report
In order to regulate matters of related transactions that may occur in the future between
Midea Group and Midea Holding and its controlled companies as well as He Xiangjian,
his immediate family and his controlled companies, He Xiangjian and Midea Holding
have undertaken as follows:
(1) They will regulate related transactions with Midea Group and its controlled
companies with their utmost efforts to reduce them. For unavoidable related transactions
with Midea Group and its controlled companies, including but not limited to commodity
trading, providing services to each other or as agent, they will sign legal normative
agreements with Midea Group, and go through approval procedures in accordance with
related laws, regulations, rules, other regulatory documents, and relevant provisions of
the Articles of Association of Midea Group. They guarantee to offer fair prices for
related transactions, and fulfill the information disclosure obligations in respect of the
related transactions according to related laws, regulations, rules, other regulatory
documents, and relevant provisions of the Articles of Association of Midea Group. They
also guarantee not to illegally transfer the funds or profits from Midea Group, or damage
the interests of its shareholders at their advantages during the related transactions.
(2) They shall fulfill the obligation of withdrawing from voting that involves the above
mentioned related transactions at the general meeting of Midea Group;
(3) The related subject mentioned above shall not require Midea Group to offer more
favorable conditions than those to any independent third party in any fair market
50
Midea Group Co., Ltd. 2014 Semi-Annual Report
transactions.
(4) In accordance with effective laws, regulations or other regulatory documents of
People's Republic of China, as long as He Xiangjian is identified as the actual controller
of Midea Group, and Midea Holding the controlling shareholder, they shall not change or
terminate this undertaking.
(5) He Xiangjian and Midea Holding will faithfully fulfill the above undertaking and
assume the corresponding legal liabilities. If they fail to fulfill their obligations and
responsibilities conferred by the undertaking, they will bear the corresponding legal
responsibilities according to relevant laws, rules, regulations and regulatory documents.
5. Related undertaking by He Xiangjian, the actual controller of Midea Group, on
5. So far, this shareholding transfer has not brought
Midea Trade Union Committee transferring its limited equity of Midea Group.
about any loss caused by any dispute or potential
On 4 January , 2001, the Midea Trade Union Committee signed the "Equity Transfer
disputes. There is no violation of commitments.
Contract" with five people, i.e. He Xiangjian, Chen Dajiang, Feng Jingmei, Chen
Kangning and Liang Jieyin, where it will transfer its all limited equity of Midea Group
(22. 85%) respectively to those five people. According to the confirmation letter issued
by members of the Midea Trade Union Committee at that time, the equity transfer price
was determined after mutual discussion on the basis of their true opinions, therefore there
was no dispute or potential dispute.
On 28 June, 2013, Foshan Shunde Beijiao General Union, superior department of Midea
Trade Union Committee, issued a confirmation letter for the fact that the Midea Trade
51
Midea Group Co., Ltd. 2014 Semi-Annual Report
Union Committee funded for the establishment of Midea Group Co., Ltd. What's more,
the letter also confirmed that the council of Midea Trade Union Committee is entitled to
dispose the property of the committee, and such property disposal needs not agreement
from all staff committee members.
Midea Holding and He Xiangjian, respectively the controlling shareholder and actual
controller of Midea Group Co., Ltd. have undertaken as follows: For any loss of Midea
Group caused by any dispute or potential dispute arising from the matters of equity
transfer mentioned above, they are willing to assume full liability for such loss.
6. Commitments on Issues about Payment of the Staff Social Insurance and the 6. So far, the payment of the staff social insurance
Housing Provident Fund involved in Midea Group's Overall Listing and the housing provident fund has not brought
Midea Holding and He Hengjian: Midea Holding have undertaken to be liable for (1) about any controversy or potential disputes. There is
paying such expenses and related expenses in time based on the requirements of relevant no violation of commitments.
state departments if Midea Group is required to be liable for the payment of the staff
social insurance and the housing provident fund and the payment required by relevant
state authorities before this merger, (2) paying corresponding compensation for all direct
and indirect losses of Midea Group and its subsidiaries due to this merger, (3)
indemnifying and holding harmless Midea Group and its subsidiaries in time from such
expenses when Midea Group and its subsidiaries are required to pay them in advance.
7. Commitments on issues about asset alteration, asset flaw and house leasing of 7.1 The Process of Property Ownership Certificate:
Midea Group and its subsidiaries The "Report" discloses that our company owns 177
52
Midea Group Co., Ltd. 2014 Semi-Annual Report
Midea Holding and He Hengjian have undertaken as follows: properties, which cover an area of 2,148,485.65 square
(1) Midea Holding will do its utmost to assist and urge Midea Group (including its meters. Property Ownership Certificates are being
subsidiaries) to complete renaming procedures of related assets, such as land, house, processed for houses in size of 65 square meters So far,
trademark, patent and stock right, declared in related files of this merger. Midea 43 applications have been approved, the area of which
Holding will be liable for all compensations of losses caused by issues about renaming covers 1,470,388.83 square meters, accounting for
procedures of related assets above to Midea Group. 68.41% of total area; 19 applications are under process,
(2) Midea Holding shall do its utmost to assist Midea Group (including its subsidiaries) the area of which covers 618,959.62 square meters,
to apply for ownership certificates of land and house declared in related files of this accounting for 28.80% of total area, and the properties
merger. under process of ownership certificates has not brought
(3) Midea Holding shall assist Midea Group (including its subsidiaries) to re-apply for about any controversy or dispute; remaining 115
corresponding construction procedures and apply for their ownership certificates for properties, the area of which covers 60161.54 square
houses without complete procedures, left over from history, to apply for the ownership meters, account for 2.8% of total area, and there
certificate. If the competent authorities requires Midea Group to dismantle buildings that properties are all auxiliary facilities and their unit area
can't have the re-application for real estate registration procedures, Midea Holding shall is very small, such as gate booth, transformer room,
do its utmost to provide assistance and be liable for related expenses used for dismantling power room, pump room, gas station and so on, for
such buildings by Midea Group (including its subsidiaries). which property ownership certificates can't be applied
(4) Under the circumstances that Midea Group suffers from loss of no longer using or in for. So far these 115 properties has not been required to
the present way using the land or house above caused by failing to obtain or collect in be dismantled by competent departments so that these
time the ownership certificates of the land or house above or loss caused by other buildings are still in regular use, which has not brought
reasons, Midea Holding shall compensate any loss for these reasons in time and fully. about any controversy or any company loss caused by
53
Midea Group Co., Ltd. 2014 Semi-Annual Report
Midea Holding shall compensate the actual loss Midea Group suffers from for that the disputes. There is no violation of commitments.
circumstances above result in punishments of competent authorities or claims of any
third party. 7.2 The Use of Rental Houses of This Company
(5) Based on the issues of defective house leasing declared in related files of this merger, The "Report" discloses that as of 31 December, 2012 ,
Midea Holding shall provide sufficient compensations for all economic losses for our company used 113 leasing houses in total, of which
Midea Group (including its subsidiaries) when leasehold relations above become invalid our company can't get the property certificate of 100
or other disputes occur, which is caused by a rights claim of the third party or a rights leasing houses from the leasing party. So far the
exercising of the administrative organ and results in economic losses of removing to contracts of 50 of the 113 rental houses haven't been
other rental houses, penalty by competent government departments or recourse of related signed to extend the leasehold. The property certificates
parties. of 6 of the remaining 63 houses have been obtained
(6) Based on the issues of defective land leasing declared in related files of this merger, while the other 57 certificates haven't been obtained.
when leasehold relations become invalid that is caused by defects of land leasing or other These 57 rental houses haven't rendered our company
disputes occur, which results in economic losses Midea Group (including its subsidiaries) any economic loss or penalty caused by defective
suffers from or penalty by competent government departments, meanwhile if the lesser property rights, which result in removing to other rental
can't compensate losses caused by such defective leasing, Midea Holding shall houses.
compensate Midea Group for losses caused by such defective land leasing
Midea Holding will compensate any losses of Midea Group when a violation of
7.3 Land Use Rights of Leasing Use
guarantees and commitments above occurs or such guarantees and commitments are not
The "Report" discloses that as of 31 December, 2012,
consistent with the reality.
our company has had one case of using rental houses,
the total area of which is 57,506.95 square meters. The
54
Midea Group Co., Ltd. 2014 Semi-Annual Report
lesser of the rental land mentioned above hasn't
provided ownership files of owning access to this land.
So far this rental land hasn't rendered our company any
controversy or any loss caused by disputes. There is no
violation of commitments.
7.4 The Procedures of Renaming Land Owner
Under Process Caused by the Alteration of the
Company's Name
The "Report" discloses that there are still 10 cases
under process of renaming land owner caused by
changing the company's name in our company and its
subsidiaries. So far, five cases have been approved and
the other five cases are still under process, which
haven't rendered our company any loss. There is no
violation of commitments.
7.5 Processing the Renaming Procedures of Some
Trademarks
So far, 8 cases of the 62 trademarks involved in the
"Report" should be applied for cancellation of the
55
Midea Group Co., Ltd. 2014 Semi-Annual Report
subjects of their owners and these trademarks shall be
no longer in use. The company will no apply for the
renaming procedures for those trademarks. The
renaming procedures of the remaining 54 cases have
been processed and this commitment has been fulfilled.
There is no violation of commitments.
1. Shareholders of Midea Group, Ningbo Meisheng, Fang Hongbo, Huang Jian, Cai Apart from the
Qiwu, Yuan Liqun, Huang Xiaoming, Li Jianwei, Zheng Weikang, promise that Since first item of
Midea Group was listed at Shenzhen Stock Exchange Center, transferring or delegating commitments
others to manage the shares with direct or indirect ownership of Midea Group issued whose valid
before this time has been forbidden within 36 months. Midea Group is not allowed to buy duration
Other back those shares either. 28 March, continues 36
There is no violation of commitments.
shareholde 2013 months from
rs 2. Zhuhai Rongrui and Jiazhao Holding are in a relation of persons acting in concert. the day, 18
Both jointly hold 7.9% shares of Midea Group. Commitments on Locked-up Shares, September,
CDH Jiatai, CDH M-Tech and CDH Spark are in a relation of persons acting in concert. 2013, of Midea
Both jointly hold 4.63% shares of Midea Group Commitments on Locked-up Shares: Group’s listing
Since Midea Group was listed at Shenzhen Stock Exchange Center, transferring or to 18
delegating others to manage the shares with direct or indirect ownership of Midea Group September,
56
Midea Group Co., Ltd. 2014 Semi-Annual Report
issued before this time has been forbidden within 12 months. Midea Group is not allowed 2016, other
to buy back those shares either. items are
indefinite.
3. The former Midea Group Supervisor, Liao Wenjian, holds 7,000 shares (6,033 after
stock-for-stock and increase by transferring) and promises that since Midea Group was
listed at Shenzhen Stock Exchange Center, transferring or delegating others to manage
the shares with direct or indirect ownership of Midea Group issued before this time has
been forbidden within 12 months. Midea Group is not allowed to buy back those shares
either.
4. The mother of Midea Group Secretary of the Board- Jiang Peng, Huang Lazhen, holds
7,100 shares of Midea Electric Appliances (6,117 after stock-for-stock and increase by
transferring) and promises that since Midea Group was listed at Shenzhen Stock
Exchange Center, transferring or delegating others to manage the shares with direct or
indirect ownership of Midea Group issued before this time has been forbidden within 12
months. Midea Group is not allowed to buy back those shares either.
Whether to
fulfill the Yes
commitment in
57
Midea Group Co., Ltd. 2014 Semi-Annual Report
time
58
Midea Group Co., Ltd. 2014 Semi-Annual Report
XI. Engagement and disengagement of the CPAs firm
Has the semi-annual financial report been audited?
□ Yes √ No
XII. Punishments and rectifications
□ Applicable √ Inapplicable
XIII. Delisting risk due to violation of laws or regulations
□ Applicable √ Inapplicable
XIV. Other significant events
√ Applicable □ Inapplicable
On 7 June, 2014, Midea Group issued the business prompted bulletin with partial offer to all shareholders of the
wholly-owned subsidiary, Wuxi Little Swan Company Limited. In the Bulletin, Midea group plans to wholly
control the overseas company, TITONI, as the person acting in concert by the method of partial offer. It plans to
purchase 126,497,553 shares of Little Swan, occupying 20% of the general capital. Shareholders of A-shares and
B-shares of Little Swan would purchase shares in advance by the offer. It is planned that on the basis of arithmetic
mean value of daily weighted average prices of A-shares and B-shares before 30 trading days, A-shares and
B-shares would be purchased with 15% premium, thereinto price of A-shares without dividend is 10.75
Yuan/share and price of B-shares without dividend is 10.43 HKD/share.
On 16 April, 2014, the Little Swan annual equity allocation program has been approved on the 2013 general
meeting. Little Swan would distribute 3 Yuan for each 10 shares on the cardinal number of 632,487,764 general
capital shares. The cash bonus for B-shares shareholders should be paid on the first workday after resolution, 17
April, 2014 with the middle rate issued by People’s Bank of China from Renminbi to Hong Kong dollar
(HKD:RMB= 1: 0.7941). On 6 June, 2014, Little Swan published the 2013 Annual Equity Allocation Bulletin,
indicating that ex-rights and ex-dividend date of A-shares and B-shares is 12 June, 2014. Until the end of report
period, Little Swan 2013 Annual Equity Allocation has been completed. Therefore, the purchase price of tender
offer is 10.45 Yuan/share for A-shares and 10.05 HKD/share for B-shares.
The offer would be expired on 1 August, 2014 with 16,286,546 shares of Little Swan A-shares and 63,353,228
shares of Little Swan B-shares, occupying 12.59% of the general capital.
59
Midea Group Co., Ltd. 2014 Semi-Annual Report
Section VI. Change in Shares & Shareholders
I. Change in shares
Unit: Share
Before this alteration Increase or decrease of this alteration (+, -) After this alteration
Shares
Proporti Issuin Sendin transferred Proporti
Amount on g new g from public Others Subtotal Amount on
(%) shares shares accumulation (%)
fund
1. Restricted Shares 1,000,005,480 59.30% 0 0 1,500,008,040 4,837,557 1,504,845,597 2,504,851,077 59.41%
1.1 State Shareholding 0 0.00% 0 0 0 0 0 0 0.00%
1.2 State-owned
0 0.00% 0 0 0 0 0 0 0.00%
Corporate Shareholding
1.3 Other
Domestic-funded 941,505,480 55.83% 0 0 1,412,258,040 4,837,557 1,417,095,597 2,358,601,077 55.94%
Shareholdings
Where: Domestic
781,500,000 46.34% 0 0 1,172,250,000 0 1,172,250,000 1,953,750,000 46.34%
Corporate Shareholding
Domestic Natural Persons'
160,005,480 9.49% 0 0 240,008,040 4,837,557 244,845,597 404,851,077 9.60%
Shareholding
1.4 Overseas-funded
58,500,000 3.47% 0 0 87,750,000 0 87,750,000 146,250,000 3.47%
Shareholding
Where: Overseas
58,500,000 3.47% 0 0 87,750,000 0 87,750,000 146,250,000 3.47%
Corporate Shareholding
Overseas Natural Persons'
0 0.00% 0 0 0 0 0 0 0.00%
Shareholding
60
Midea Group Co., Ltd. 2014 Semi-Annual Report
2. Non-restricted Shares 686,317,909 40.70% 0 0 1,029,477,043 -4,837,557 1,024,639,486 1,710,957,395 40.59%
2.1 RMB Equity 686,317,909 40.70% 0 0 1,029,477,043 -4,837,557 1,024,639,486 1,710,957,395 40.59%
2.2 Domestic Listed
0 0.00% 0 0 0 0 0 0 0.00%
Overseas-funded Shares
2.3 Overseas Listed
0 0.00% 0 0 0 0 0 0 0.00%
Overseas-funded Shares
2.4 Others 0 0.00% 0 0 0 0 0 0 0.00%
3. Total Shares 1,686,323,389 100.00% 0 0 2,529,485,083 0 2,529,485,083 4,215,808,472 100.00%
Reasons for changes in shares
√ Applicable □ Inapplicable
1. According to the resolution of the general meeting, on 30 April, 2014, the Company granted 15 additional
shares for every 10 shares using the capital reserve.
2. With confidence in a long-term solid growth, in June, 2014, led by Chairman and President Mr. Fang Hongbo,
the top management bought in a total of 6,450,000 shares of Midea Group from the secondary market.
Approval of share changes
□ Applicable √ Inapplicable
Transfer of share ownership
□ Applicable √ Inapplicable
Effects of changes in shares on the basic EPS, diluted EPS, net assets per share attributable to common
shareholders of the Company and other financial indexes over the last year and the last reporting period.
√ Applicable □ Inapplicable
During the report period, the capital reserve increase from accumulation fund from each 10 shares to 15 shares has
completed on 30 April. The general capital shares increase from 1,686,323,389 to 4,215,808,472. The influences
of shares alteration on financial indicators, such as basic earnings per share, diluted earnings per share and net
assets per share that belong to shareholders of equities in the last year or period.
2013 First half of 2014
Index Calculated on original shares Calculated on new shares Calculated on new shares
Basic EPS (earnings 4.33 1.73 1.57
61
Midea Group Co., Ltd. 2014 Semi-Annual Report
per share)
Diluted EPS (earnings
4.33 1.73 1.57
per share)
Net asset value per
19.47 7.79 8.50
share
Other contents that the Company considers necessary or is required by the securities regulatory authorities to
disclose
□ Applicable √ Inapplicable
Change of the total shares, shareholder structure, asset structure and liability structure
□ Applicable √ Inapplicable
II. Total number of shareholders and their shareholdings
Unit: share
Total number of preferred share
Total number of common
holders who had resumed their
shareholders at the end of the 90,273 0
voting right at the end of the
reporting period
reporting period (if any)
Shareholdings of shareholders holding more than 5% shares or top 10 shareholders
Pledged or
Increase/dec
Number of frozen
Sharehol rease of Number of
shares held at Number of shares
Nature of ding shares non-restricte
Name of shareholder the end of the restricted Statu Num
shareholder percenta during the d shares
reporting shares held s of ber of
ge (%) reporting held
period shar share
period
es s
Domestic
Midea Holding Co., Ltd. non-state-owned 35.49% 1,496,250,000 897,750,000 1,496,250,000 0
legal persons
Rongrui Equity Investment Domestic
(Zhuhai) Partnership (limited non-state-owned 7.22% 304,500,000 182,700,000 304,500,000 0
partnership) legal persons
Fang Hongbo Domestic Natural
2.17% 91,326,995 55,326,995 90,995,247 331,748
persons
62
Midea Group Co., Ltd. 2014 Semi-Annual Report
Tianjin CDH Jiatai Equity Domestic
Investment Partnership non-state-owned 1.85% 78,000,000 46,800,000 78,000,000 0
(limited partnership) legal persons
Huang Jian Domestic Natural
1.79% 75,400,000 45,400,000 75,000,000 400,000
persons
Ningbo Meisheng Equity Domestic
Investment Partnership non-state-owned 1.78% 75,000,000 45,000,000 75,000,000 0
(limited partnership) legal persons
Domestic Natural
Yuan Liqun 1.44% 60,500,000 36,500,000 60,375,000 125,000
persons
CDH M-Tech (HK) Co., Ltd. Overseas legal
1.42% 60,000,000 36,000,000 60,000,000 0
persons
CDH Spark (HK) Co., Ltd. Overseas legal
1.36% 57,500,000 34,500,000 57,500,000 0
persons
National Social Security Fund State-owned legal
1.28% 53,888,858 32,199,970 0 53,888,858
104 Portfolio persons
Strategic investor or general corporation
becoming a top ten shareholder due to placing of Inapplicable
new shares (if any)
Two natural person shareholders, Mr. Fang Hongbo and Ms. Yuan Liqun, serve
Explanation on associated relationship or/and as director and senior executive; CDH Jiatai, CDH M-Tech and CDH Spark that
persons acting in concert among the
above-mentioned shareholders hold 4.63% shares of Midea Group have an association relation and are
shareholders acting in concert.
Shareholdings of the top ten shareholders holding non-restricted shares
Number of Type of share
Name of shareholder non-restricted shares
held at the period-end Type Number
53,888,858 RMB ordinary 53,888,858
National Social Security Fund 104 Portfolio
shares
48,451,743 RMB ordinary 48,451,743
Ningbo Kailian Industrial Development Co., Ltd.
shares
63
Midea Group Co., Ltd. 2014 Semi-Annual Report
MERRILL LYNCH INTERNATIONAL 44,660,825 RMB ordinary 44,660,825
shares
National Social Security Fund 103 Portfolio 41,297,117 RMB ordinary 41,297,117
shares
China Construction Bank- Bosera Thematic Sectors securities 34,696,709 RMB ordinary 34,696,709
investment funds shares
China Construction Bank- Penghua Value Advantage Stock-based 33,003,435 RMB ordinary 33,003,435
Securities Investment Fund shares
National Social Security Fund 102 Portfolio 32,640,483 RMB ordinary 32,640,483
shares
UBS AG 28,914,598 RMB ordinary 28,914,598
shares
Bosera Value Advantage Stock-based Securities Investment Fund 25,553,708 RMB ordinary 25,553,708
shares
MORGAN STANLEY & CO. INTERNATIONAL PLC 24,968,393 RMB ordinary 24,968,393
shares
Ningbo Kailian Industrial Development Co., Ltd. acts in
concert with Midea Holding Co., Ltd. The company hasn't
confirmed that there exists association relations among other
Explanation on associated relationship or/and persons acting in
concert among the top ten tradable shareholders and between the top shareholders of tradable shares and whether other
ten tradable shareholders and the top ten shareholders
shareholders of tradable shares belongs to persons acting in
concert specified in "Management of Information Disclosure
for Shareholding Alteration in a Listed Company".
Explanation on the top 10 shareholders participating in the margin
Naught
trading business (if any)
Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No
III. Change of the controlling shareholder or the actual controller
Change of the controlling shareholder in the reporting period
64
Midea Group Co., Ltd. 2014 Semi-Annual Report
□ Applicable √ Inapplicable
Change of the actual controller in the reporting period
□ Applicable √ Inapplicable
IV. Any shareholding increase plan proposed or implemented by any shareholder or its
act-in-concert party during the reporting period
□ Applicable √ Inapplicable
65
Midea Group Co., Ltd. 2014 Semi-Annual Report
Section VII. Preferred Shares
I. Issuance and listing of preferred shares in the reporting period
□ Applicable √ Inapplicable
II. Number of preferred share holder and their shareholdings
□ Applicable √ Inapplicable
III. Buy-back or conversion of preferred shares
□ Applicable √ Inapplicable
IV. Resumption and exercise of voting rights of preferred shares
□ Applicable √ Inapplicable
V. Accounting policies adopted for preferred shares and reasons
□ Applicable √ Inapplicable
66
Midea Group Co., Ltd. 2014 Semi-Annual Report
Section VIII. Directors, Supervisors & Senior Management Staff
I. Change of shareholdings of directors, supervisors and senior management staff
□ Applicable √ Inapplicable
Sharehol
Shareholdi Restricted
ding
ng shares
Shareholding decrease Shareholdin Restricted Restricted
increase granted
Current at the during g at the shares held at shares held at
Name Position during the during this
/former period-begin the period-end the period- the period- end
reporting reporting
(share) reportin (share) begin (share) (share)
period period
g period
(share) (share)
(share)
Fang Chairman and
Current 36,000,000 1,326,995 0 91,326,995 0 0 0
Hongbo President
Director, Vice
President and
Yuan
Chief Current 24,000,000 500,000 0 60,500,000 0 0 0
Liqun
Financial
Officer
Director and
Cai Qiwu Former 20,000,000 1,806,830 0 51,806,830 0 0 0
Vice President
Huang Director and
Former 20,000,000 2,213,366 0 52,213,366 0 0 0
Xiaoming Vice President
Wu Director and
Current 0 0 0 0 0 0 0
Wenxin Vice President
Li Jianwei Director Current 20,000,000 603,042 0 50,603,042 0 0 0
He
Director Current 0 0 0 0 0 0 0
Jianfeng
Li Feide Director Current 0 0 0 0 0 0 0
Xu Hai Director Current 0 0 0 0 0 0 0
Hu
Director Current 0 0 0 0 0 0 0
Xiaoling
Wu Independent
Current 0 0 0 0 0 0 0
Shinong Director
Fu Independent
Current 0 0 0 0 0 0 0
Zhengping Director
Zhu Independent Current 0 0 0 0 0 0 0
67
Midea Group Co., Ltd. 2014 Semi-Annual Report
Guilong Director
Guo Independent
Current 0 0 0 0 0 0 0
Xuejin Director
Independent
Li Wenjing Current 0 0 0 0 0 0 0
Director
Chairman of
the
Zeng Qiao Current 0 0 0 0 0 0 0
Supervisory
Committee
Zheng
Supervisor Former 10,000,000 0 0 25,000,000 0 0 0
Weikang
Worker-repres
Liao
entative Former 2,413 500 0 7,283 0 0 0
Wenjian
supervisor
Worker-repres
Jiang
entative Former 0 0 0 0 0 0 0
Deqing
supervisor
Zhao Jun Supervisor Current 0 0 0 0 0 0 0
Worker-repres
Li
entative Current 0 0 0 0 0 0 0
Baoqiong
supervisor
Zhu
Vice President Current 0 0 0 0 0 0 0
Fengtao
Gu
Vice President Current 0 0 0 0 0 0 0
Yanmin
Company
Jiang Peng Current 0 0 0 0 0 0 0
Secretary
Total -- -- 130,002,413 6,450,733 0 331,457,516 0 0 0
Notes: Main reasons for the change of the share capital: 1. The Company granted 15 additional shares for every 10
shares using the capital reserve in the reporting period; and 2. In Jun. 2014, the top management team led by
Chairman & President Mr. Fang Hongbo bought in a total of 6,450,000 shares of Midea Group on the secondary
market.
II. Change of directors, supervisors and senior management staff
□ Applicable √ Inapplicable
Name Position Type Date Reason
68
Midea Group Co., Ltd. 2014 Semi-Annual Report
Worker-represent
Liao Wenjian Former 8 Jan. 2014 Job turnover
ative supervisor
Worker-represent
Jiang Deqing Elected 8 Jan. 2014
ative supervisor
Zheng Weikang Supervisor Former 27 Mar. 2014 Job turnover
Zhao Jun Supervisor Elected 27 Mar. 2014
Director and
Wu Wenxin Elected 21 Apr. 2014
Vice President
Zhu Fengtao Vice President Elected 21 Apr. 2014
Gu Yanmin Vice President Elected 21 Apr. 2014
Worker-represent
Jiang Deqing Former 27 May 2014 Job turnover
ative supervisor
Worker-represent
Li Baoqiong Elected 27 May 2014
ative supervisor
Note: Former Director & Vice President Mr. Cai Qiwu and Mr. Huang Xiaoming submitted their resignations to
the Company on 4 Jul. 2014, resigning as Director & Vice President due to personal and job turnover reasons.
69
Midea Group Co., Ltd. 2014 Semi-Annual Report
Section IX. Financial Report
（The 2014 Semi-annual Report of the Company has not been audited by a CPAs firm.）
Consolidated Balance Sheet
Prepared by: Midea Group Co., Ltd. 30 Jun. 2014 Unit: RMB’000
Asset Note Closing balance Opening balance
Current Assets:
Monetary funds 1 16,724,752.40 15,573,683.04
Deposit in Central Bank 2 845,485.75 923,632.22
Deposit in other banks 3 301,326.62 1,746,284.24
Transactional financial assets 4 87,046.63 759,565.22
Notes receivable 5 18,041,673.42 14,150,532.20
Accounts receivable 6 12,733,090.01 7,928,438.25
Accounts paid in advance 7 1,894,869.60 2,432,420.54
Loans and advances to
8 4,955,475.26 5,100,085.71
customers
Interest receivable
Dividends receivable 9 54,072.87 25,863.84
Other accounts receivable 10 1,214,722.96 1,025,395.19
Inventories 11 10,056,015.77 15,197,723.84
Non-current assets due
within 1 year
Other current assets 12 18,491,454.40 463,107.71
Total current assets 85,399,985.69 65,326,732.00
Non-current assets:
Available-for-sale financial
13 1,007.45 1,068.60
assets
Held-to-maturity investments
Long-term accounts
receivable
Long-term equity
15 1,774,069.89 1,755,798.09
investments
70
Midea Group Co., Ltd. 2014 Semi-Annual Report
Investing properties 16 140,143.61 205,834.70
Fixed assets 17 19,829,755.95 19,572,161.32
Construction in progress 18 418,344.90 612,601.28
Engineering materials
Disposal of fixed assets
Intangible assets 19 3,478,664.88 3,325,738.40
R&D expense
Goodwill 20 2,931,003.59 2,931,003.59
Long-term deferred expenses 21 661,961.02 647,882.34
Deferred income tax assets 22 3,454,620.81 2,567,204.45
Other non-current assets
Total non-current assets 32,689,572.10 31,619,292.77
Total assets 118,089,557.79 96,946,024.77
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Consolidated Balance Sheet (Continued)
Prepared by: Midea Group Co., Ltd. 30 Jun. 2014 Unit: RMB’000
Liabilities and shareholders’
Note Closing balance Opening balance
equity
Current liabilities:
Short-term borrowings 24 18,313,554.60 8,872,173.98
Borrowings from the Central
25 29,998.40 89,708.03
Bank
Customer bank deposits and
due to banks and other financial 277.14 61.00
institutions
Intra-group borrowings
Transactional financial
26 126,144.43 11,260.18
liabilities
71
Midea Group Co., Ltd. 2014 Semi-Annual Report
Notes payable 27 5,759,289.32 6,308,478.45
Accounts payable 28 18,869,813.91 17,508,099.66
Accounts received in advance 29 4,175,925.51 4,983,346.26
Payroll payable 30 1,394,567.21 1,968,837.73
Taxes and fares payable 31 2,792,337.06 1,028,015.10
Interest payable 32 88,789.61 69,823.87
Dividends payable 33 292,712.84 94,046.21
Other accounts payable 34 1,361,488.79 1,487,781.02
Non-current liabilities due
35 275,927.84 1,617,370.17
within 1 year
Other current liabilities 36 20,666,990.47 12,608,380.03
Total current liabilities 74,147,817.13 56,647,381.69
Non-current liabilities:
Long-term borrowings 37 682,486.42 711,464.64
Bonds payable 38 158,191.59 152,716.59
Long-term payables
Specific payables 720,418.52 52,073.96
Projected liabilities 39 26,027.05 33,466.19
Deferred income tax
22 53,002.54 123,797.62
liabilities
Other non-current liabilities 40 143,510.64 144,561.80
Total non-current liabilities 1,783,636.76 1,218,080.80
Total liabilities 75,931,453.89 57,865,462.49
Shareholders’ equity
Share capital 41 4,215,808.47 1,686,323.39
Capital reserves 42 12,760,847.63 15,620,790.78
Less: Treasury stock
Surplus reserves 43 569,544.32 569,544.32
Retained profits 44 18,542,475.19 15,304,989.21
Foreign exchange difference -361,164.84 -334,216.66
Total equity attributable to
35,727,510.77 32,847,431.04
owners of the Company
Minority interests 6,430,593.13 6,233,131.24
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Midea Group Co., Ltd. 2014 Semi-Annual Report
Total shareholders’ equity 42,158,103.90 39,080,562.28
Total liabilities and
118,089,557.79 96,946,024.77
shareholders’ equity
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Consolidated Income Statement
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Item Note Current period Same period of last year
I. Operating revenues 77,708,218.36 66,047,405.11
Including: Sales income 1 77,330,851.84 65,939,479.12
Interest income 376,858.22 107,925.99
Handling charge and commission
508.30
income
II. Operating costs 69,018,279.27 61,301,220.13
Including: Cost of sales 1 57,343,283.31 50,818,563.75
Interest expenses 191,553.43 79,864.23
Handling charge and commission
727.61 682.27
expenses
Business tax and surtaxes 2 446,827.77 344,871.74
Selling expenses 3 7,623,680.06 6,134,252.63
Administrative expenses 4 3,349,324.40 3,157,978.59
Financial expenses 5 -288,553.70 581,588.60
Asset impairment loss 6 351,436.39 183,418.32
Add: Gain/(loss) from change in fair value
7 -788,353.68 331,319.88
(“-” for loss)
Investment gains 8 426,447.09 437,475.62
Including: share of profits in associates and
34,977.39 25,667.61
joint ventures
III. Operating profits 8,328,032.50 5,514,980.48
Add: non-operating income 9 553,423.06 354,675.47
73
Midea Group Co., Ltd. 2014 Semi-Annual Report
Less: non-operating expense 10 133,112.02 147,762.31
Including: loss from non-current asset
99,791.39 85,285.81
disposal
IV. Total profits 8,748,343.54 5,721,893.64
Less: Income tax expense 11 1,530,715.47 980,052.69
V. Net profit 7,217,628.07 4,741,840.95
Including: Net profit achieved by
combined parties before the combinations
Attributable to owners of the Company 6,610,132.76 2,646,834.61
Minority shareholders’ income 607,495.31 2,095,006.34
VI. Earnings per share
(I) Basic earnings per share 12 1.57 1.06
(II) Diluted earnings per share 12 1.57 1.06
Ⅶ. Other comprehensive incomes 13 -391,206.22 -168,451.58
Ⅷ. Total comprehensive incomes 6,826,421.85 4,573,389.37
Attributable to owners of the Company 6,185,869.45 2,597,845.35
Attributable to minority shareholders 640,552.40 1,975,544.02
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Consolidated Cash Flow Statement
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Item Note Current period Same period of last year
I. Cash flows from operating activities:
Cash received from sale of commodities
50,376,575.36 44,476,563.82
and rendering of service
Net increase of deposits from customers
216.14
and dues from banks
Net increase of loans from the central
-59,709.63
bank
74
Midea Group Co., Ltd. 2014 Semi-Annual Report
Cash received from interest, handling
377,366.52 107,925.99
charges and commissions
Tax refunds received 1,916,846.95 1,676,850.99
Other cash received relating to operating
1 1,235,894.43 1,097,569.73
activities
Subtotal of cash inflows from operating
53,847,189.77 47,358,910.53
activities
Cash paid for goods and services 23,640,077.67 24,606,772.88
Net increase of customer lendings and
-140,373.38 2,256,413.04
advances
Net increase of funds deposited in the
-74,239.40 235,567.08
central bank and amount due from banks
Cash for paying interest, handling
193,074.20 39,338.69
charges and commissions
Cash paid to and for employees 5,562,772.47 4,713,708.27
Various taxes paid 4,432,638.16 3,539,645.08
Other cash payment relating to operating
2 7,061,777.20 8,398,101.86
activities
Subtotal of cash outflows from operating
40,675,726.92 43,789,546.90
activities
Net cash flows from operating activities 13,171,462.85 3,569,363.63
II. Cash flows from investing activities:
Cash received from retraction of
4,001,000.00 1,000.00
investments
Cash received from return on
288,626.73 414,878.02
investments
Net cash received from disposal of fixed
assets, intangible assets and other long-term 1,116,283.31 192,402.45
assets
Net cash received from disposal of
91,299.20
subsidiaries or other business units
Other cash received relating to
investing activities
Subtotal of cash inflows from
5,405,910.04 699,579.67
investing activities
Cash paid to acquire fixed assets, 1,388,961.92 1,268,893.55
75
Midea Group Co., Ltd. 2014 Semi-Annual Report
intangible assets and other long-term assets
Cash paid for investment 26,488,790.03
Net cash paid to acquire subsidiaries and
14,878.11
other business units
Other cash payments relating to investing
activities
Subtotal of cash outflows from investing
27,892,630.06 1,268,893.55
activities
Net cash flows from investing activities -22,486,720.02 -569,313.88
III. Cash flows from financing activities:
Cash received from capital
11,596.04
contributions
Including: Cash received from minority
11,596.04
shareholder investments by subsidiaries
Cash received from borrowings 24,804,161.79 16,739,126.11
Subtotal of cash inflows from financing
24,804,161.79 16,750,722.15
activities
Cash repayment of borrowings 15,368,031.10 10,999,678.30
Cash for repaying medium term notes 1,000,000.00 2,000,000.00
Cash for repaying short-term financing
1,000,000.00
bonds
Cash paid for interest expenses and
3,644,368.15 1,758,519.71
distribution of dividends or profit
Including: dividends or profit paid by
268,328.09 1,421,355.93
subsidiaries to minority shareholders
Other cash payments relating to
577,000.00
financing activities
Sub-total of cash outflows from financing
20,012,399.25 16,335,198.01
activities
Net cash flows from financing activities 4,791,762.54 415,524.14
IV. Effect of foreign exchange rate changes
-11,048.22 -10,829.95
on cash and cash equivalents
V. Net increase in cash and cash
-4,534,542.85 3,404,743.94
equivalents
Add: Opening balance of cash and
16,763,873.80 12,544,078.77
cash equivalents
76
Midea Group Co., Ltd. 2014 Semi-Annual Report
VI. Closing balance of cash and cash
12,229,330.95 15,948,822.71
equivalents
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
77
Midea Group Co., Ltd. 2014 Semi-Annual Report
Consolidated Statement of Changes in Shareholders’ Equity
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Current period
Equity attributable to shareholders of the Company
Item Total
Less: Minority
Specific Retained shareholders’
Share capital Capital reserve treasury Surplus reserve Others interests
reserve profit equity
stock
I. Balance at the end of the
1,686,323.39 15,620,790.78 569,544.32 15,304,989.21 -334,216.66 6,233,131.24 39,080,562.28
previous year
Add: change of accounting
policy
Correction of errors in previous
periods
Other
II. Balance at the beginning of the
1,686,323.39 15,620,790.78 569,544.32 15,304,989.21 -334,216.66 6,233,131.24 39,080,562.28
year
III. Increase/ decrease in the
2,529,485.08 -2,859,943.15 3,237,485.98 -26,948.18 197,461.89 3,077,541.62
period (“-” means decrease)
(I) Net profit 6,610,132.76 607,495.31 7,217,628.07
(II) Other comprehensive
-397,315.13 -26,948.18 33,057.09 -391,206.22
incomes
Subtotal of (I) and (II) -397,315.13 6,610,132.76 -26,948.18 640,552.40 6,826,421.85
(III) Capital paid in and reduced 73,677.81 16,675.40 90,353.21
78
Midea Group Co., Ltd. 2014 Semi-Annual Report
by shareholders
1. Capital paid in by
4,325.21 4,325.21
shareholders
2. Amounts of share-based
payments recognized in owners’ 73,677.81 12,350.19 86,028.00
equity
3. Others
(IV) Profit allocation -3,372,646.78 -466,586.66 -3,839,233.44
1. Appropriations to surplus
reserves
2. Appropriations to general
risk provisions
3. Appropriations to
-3,372,646.78 -466,586.66 -3,839,233.44
shareholders
4. Other
(V) Internal carry-forward of
2,529,485.08 -2,536,305.83 6,820.75
shareholders’ equity
1. New increase of share
2,529,485.08 -2,529,485.08
capital from capital reserves
2. New increase of share
capital from surplus reserves
3. Surplus reserves for
making up losses
4. Other -6,820.75 6,820.75
(Ⅵ) Specific reserve
79
Midea Group Co., Ltd. 2014 Semi-Annual Report
1. Withdrawn in the period
2. Used in the period
(Ⅶ) Other
IV. Closing balance 4,215,808.47 12,760,847.63 569,544.32 18,542,475.19 -361,164.84 6,430,593.13 42,158,103.90
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Consolidated Statement of Changes in Shareholders’ Equity (Continued)
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Last year
Equity attributable to shareholders of the Company Total
Item Minority
Capital Less: treasury Specific Retained shareholders’
Share capital Surplus reserve Others interests
reserve stock reserve profit equity
I. Balance at the end of the previous
1,000,000.00 3,037,311.98 66,439.07 10,490,636.40 -280,856.59 18,851,954.48 33,165,485.34
year
Add: change of accounting policy
Correction of errors in previous
periods
Other
II. Balance at the beginning of the year 1,000,000.00 3,037,311.98 66,439.07 10,490,636.40 -280,856.59 18,851,954.48 33,165,485.34
80
Midea Group Co., Ltd. 2014 Semi-Annual Report
III. Increase/ decrease in the period (“-”
686,323.39 12,583,478.80 503,105.25 4,814,352.81 -53,360.07 -12,618,823.24 5,915,076.94
means decrease)
(I) Net profit 5,317,458.06 2,980,038.37 8,297,496.43
(II) Other comprehensive incomes 45,162.31 -53,360.07 -159,203.57 -167,401.33
Subtotal of (I) and (II) 45,162.31 5,317,458.06 -53,360.07 2,820,834.80 8,130,095.10
(III) Capital paid in and reduced by
shareholders
1. Capital paid in by shareholders
2. Amounts of share-based
payments recognized in owners’ equity
3. Others
(IV) Profit allocation 503,105.25 -503,105.25 -1,683,090.79 -1,683,090.79
1. Appropriations to surplus
503,105.25 -503,105.25
reserves
2. Appropriations to general risk
provisions
3. Appropriations to shareholders -1,683,090.79 -1,683,090.79
4. Other
(V) Internal carry-forward of
686,323.39 12,491,559.52 -13,177,882.91
shareholders’ equity
1. New increase of share capital
from capital reserves
2. New increase of share capital
from surplus reserves
81
Midea Group Co., Ltd. 2014 Semi-Annual Report
3. Surplus reserves for making up
losses
4. Other 686,323.39 12,491,559.52 -13,177,882.91
(Ⅵ) Specific reserve
1. Withdrawn in the period
2. Used in the period
(Ⅶ) Other 46,756.97 -578,684.34 -531,927.37
IV. Closing balance 1,686,323.39 15,620,790.78 569,544.32 15,304,989.21 -334,216.66 6,233,131.24 39,080,562.28
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
错误!未找到引用源。
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Midea Group Co., Ltd. 2014 Semi-Annual Report
Balance Sheet of the Company
Prepared by: Midea Group Co., Ltd. 30 Jun. 2014 Unit: RMB’000
Asset Note Closing balance Opening balance
Current Assets:
Monetary funds 15,213,595.25 14,309,967.73
Transactional financial assets
Notes receivable 2,006,640.65 2,176,916.60
Accounts receivable
Accounts paid in advance 862.37 349,358.36
Interest receivable
Dividends receivable 1,002,056.76 286,507.04
Other accounts receivable 1 1,658,613.59 3,519,029.46
Inventories
Non-current assets due within 1
year
Other current assets 16,225,644.00
Total current assets 36,107,412.62 20,641,779.19
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investments 2 17,243,344.47 16,960,799.70
Investing properties 418,912.57 891,732.65
Fixed assets 1,511,787.16 788,783.72
Construction in progress 41,221.55 46,985.28
Engineering materials
Disposal of fixed assets
Intangible assets 267,238.76 177,196.73
R&D expenses
Goodwill
Long-term deferred expenses 100,703.14 109,960.04
83
Midea Group Co., Ltd. 2014 Semi-Annual Report
Deferred income tax assets 7,003.32 7,222.31
Other non-current assets
Total non-current assets 19,590,210.97 18,982,680.43
Total assets 55,697,623.59 39,624,459.62
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Balance Sheet of the Company (Continued)
Prepared by: Midea Group Co., Ltd. 30 Jun. 2014 Unit: RMB’000
Liabilities and shareholders’ equity Note Closing balance Opening balance
Current liabilities:
Short-term borrowings 500,000.00 140,000.00
Transactional financial liabilities 8,329.12
Notes payable
Accounts payable 2,410.09 7,831.48
Accounts received in advance
Payroll payable 3,991.00 21,717.74
Taxes and fares payable 10,450.74 16,856.22
Interest payable 127,153.37 144,847.77
Dividends payable
Other accounts payable 39,552,344.59 23,082,573.69
Non-current liabilities due within
999,942.58
1 year
Other current liabilities 875.94 875.94
Total current liabilities 40,205,554.85 24,414,645.42
Non-current liabilities:
Long-term borrowings
Bonds payable
Long-term payables
Specific payables
84
Midea Group Co., Ltd. 2014 Semi-Annual Report
Projected liabilities
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities 40,205,554.85 24,414,645.42
Shareholders’ equity
Share capital 4,215,808.47 1,686,323.39
Capital reserves 5,352,546.75 7,880,598.46
Less: Treasury stock
Surplus reserves 569,544.32 569,544.32
Retained profits 5,354,169.20 5,073,348.03
Shareholders’ equity 15,492,068.74 15,209,814.20
Total liabilities and shareholders’
55,697,623.59 39,624,459.62
equity
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Income Statement of the Company
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Item Note Current period Same period of last year
I. Sales income 1 365,575.75 29,498.98
Less: cost of sales 1 8,067.65
Business tax and surtaxes 4,834.15 7,191.17
Selling expenses
Administrative expenses 173,013.55 56,521.53
Financial costs 17,137.16 98,907.09
Asset impairment loss -4,436.52 1,272.21
Add: gain from change in fair
-8,329.12
value
Investment gains 2 3,499,071.54 1,025,525.66
85
Midea Group Co., Ltd. 2014 Semi-Annual Report
Including: income form
investment on associates and joint 44.77 4,915.96
ventures
II. Operating profits 3,657,702.18 891,132.64
Add: non-operating income 8,477.51 34,469.51
Less: non-operating expense 8,870.09 3,499.88
Including: loss from
8,769.43 2.95
non-current asset disposal
III. Total profits 3,657,309.60 922,102.27
Less: income tax expense 3,841.65
IV. Net profit 3,653,467.95 922,102.27
V. Other comprehensive income
VI. Total comprehensive income 3,653,467.95 922,102.27
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
Cash Flow Statement of the Company
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Item Note Current period Same period of last year
I. Cash flows from operating activities:
Cash received from sale of commodities
and rendering of service
Tax refunds received
Other cash received relating to operating
19,341,190.68 5,031,827.86
activities
Subtotal of cash inflows from operating
19,341,190.68 5,031,827.86
activities
Cash paid for goods and services
Cash paid to and for employees 27,900.87 37,841.31
Various taxes paid 4,309.27 32,485.41
Other cash payment relating to operating 59,580.27 2,568,732.23
86
Midea Group Co., Ltd. 2014 Semi-Annual Report
activities
Subtotal of cash outflows from operating
91,790.41 2,639,058.95
activities
Net cash flows from operating activities 19,249,400.27 2,392,768.91
II. Cash flows from investing activities:
Cash received from retraction of
24,901.98
investments
Cash received from return on investments 2,705,700.46 1,020,609.71
Net cash received from disposal of fixed
assets, intangible assets and other long-term 36,984.39
assets
Net cash received from disposal of
subsidiaries or other business units
Other cash received relating to investing
activities
Subtotal of cash inflows from investing
2,767,586.83 1,020,609.71
activities
Cash paid to acquire fixed assets, intangible
172,426.07 67,179.43
assets and other long-term assets
Cash paid for investment 20,875,420.03
Net cash paid to acquire subsidiaries and
75,000.00
other business units
Other cash payments relating to investing
activities
Subtotal of cash outflows from investing
21,047,846.10 142,179.43
activities
Net cash flows from investing activities -18,280,259.27 878,430.28
III. Cash flows from financing activities:
Cash received from capital contributions
Of which: Cash received by subsidiaries as
minority shareholder investments
Cash received from borrowings 1,100,000.00 2,350,000.00
Subtotal of cash inflows from financing
1,100,000.00 2,350,000.00
activities
Cash repayment of borrowings 740,000.00 840,000.00
87
Midea Group Co., Ltd. 2014 Semi-Annual Report
Cash for repaying medium term notes 1,000,000.00 2,000,000.00
Cash for repaying short-term financing
1,000,000.00
bonds
Cash paid for interest expenses and
3,670,757.28 343,648.08
distribution of dividends or profit
Of which: Dividends and shares of profit
paid by subsidiaries to minority shareholders
Other cash payments relating to financing
577,000.00
activities
Sub-total of cash outflows from financing
5,410,757.28 4,760,648.08
activities
Net cash flows from financing activities -4,310,757.28 -2,410,648.08
IV. Effect of foreign exchange rate changes on
cash and cash equivalents
V. Net increase in cash and cash equivalents -3,341,616.28 860,551.11
Add: Opening balance of cash and cash
13,809,135.41 1,483,866.89
equivalents
VI. Closing balance of cash and cash
10,467,519.13 2,344,418.00
equivalents
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
错误!未找到引用源。
错误!未找到引用源。
88
Midea Group Co., Ltd. 2014 Semi-Annual Report
Statement of Changes in Shareholders’ Equity of the Company
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Current period
Item Total
Less: treasury Specific
Share capital Capital reserve Surplus reserve Retained profit shareholders’
stock reserve
equity
I. Balance at the end of the previous
1,686,323.39 7,880,598.46 569,544.32 5,073,348.03 15,209,814.20
year
Add: change of accounting policy
Correction of errors in previous
periods
Other
II. Balance at the beginning of the year 1,686,323.39 7,880,598.46 569,544.32 5,073,348.03 15,209,814.20
III. Increase/ decrease in the period 2,529,485.08 -2,528,051.71 280,821.17 282,254.54
(I) Net profit 3,653,467.95 3,653,467.95
(II) Other comprehensive incomes
Subtotal of (I) and (II) 3,653,467.95 3,653,467.95
(III) Capital paid in and reduced by
1,433.37 1,433.37
shareholders
1. Capital paid in by shareholders
2. Amounts of share-based
payments recognized in shareholders’ 1,433.37 1,433.37
equity
89
Midea Group Co., Ltd. 2014 Semi-Annual Report
3. Others
(IV) Profit allocation -3,372,646.78 -3,372,646.78
1. Appropriations to surplus
reserves
2. Appropriations to general risk
provisions
3. Appropriations to shareholders -3,372,646.78 -3,372,646.78
4. Other
(V) Internal carry-forward of
2,529,485.08 -2,529,485.08
shareholders’ equity
1. New increase of share capital
2,529,485.08 -2,529,485.08
from capital reserves
2. New increase of share capital
from surplus reserves
3. Surplus reserves for making up
losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn in the period
2. Used in the period
(Ⅶ) Other
IV. Closing balance 4,215,808.47 5,352,546.75 569,544.32 5,354,169.20 15,492,068.74
90
Midea Group Co., Ltd. 2014 Semi-Annual Report
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
错误!未找到引用源。
Statement of Changes in Shareholders’ Equity of the Company (Continued)
Prepared by: Midea Group Co., Ltd. Jan.-Jun. 2014 Unit: RMB’000
Last year
Total
Item Capital Less: treasury Specific
Share capital Surplus reserve Retained profit shareholders’
reserve stock reserve
equity
I. Balance at the end of the previous year 1,000,000.00 684,003.31 66,439.07 545,400.75 2,295,843.13
Add: change of accounting policy
Correction of errors in previous
periods
Other
II. Balance at the beginning of the year 1,000,000.00 684,003.31 66,439.07 545,400.75 2,295,843.13
III. Increase/ decrease in the period 686,323.39 7,196,595.15 503,105.25 4,527,947.28 12,913,971.07
(I) Net profit 5,031,052.53 5,031,052.53
(II) Other comprehensive incomes
Subtotal of (I) and (II) 5,031,052.53 5,031,052.53
(III) Capital paid in and reduced by 686,323.39 7,196,595.15 7,882,918.54
shareholders
1. Capital paid in by shareholders 686,323.39 7,196,595.15 7,882,918.54
91
Midea Group Co., Ltd. 2014 Semi-Annual Report
2. Amounts of share-based
payments recognized in shareholders’
equity
3. Others
(IV) Profit allocation 503,105.25 -503,105.25
1. Appropriations to surplus 503,105.25 -503,105.25
reserves
2. Appropriations to general risk
provisions
3. Appropriations to shareholders
4. Other
(V) Internal carry-forward of
shareholders’ equity
1. New increase of share capital
from capital reserves
2. New increase of share capital
from surplus reserves
3. Surplus reserves for making up
losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn in the period
2. Used in the period
(Ⅶ) Other
IV. Closing balance 1,686,323.39 7,880,598.46 569,544.32 5,073,348.03 15,209,814.20
92
Midea Group Co., Ltd. 2014 Semi-Annual Report
Legal representative : Fang Hongbo Person-in-charge of finance: Yuan Liqun Prepared by: Chen Jianwu
93
Midea Group Co., Ltd. 2014 Semi-Annual Report
Midea Group Co., Ltd.
Legal Representative: Fang Hongbo
18 August 2014
94
