The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Midea Group Co., Ltd.
The Report for the Third Quarter of 2015
October 2015
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Section I Important Reminders
1.1 The Board of Directors, the Supervisory Committee as well as all the directors,
supervisors and senior management staff of Midea Group Co., Ltd. (hereinafter
referred to as the “Company”) have warranted that this Report contains no false
records, misleading statements or material omissions. And they shall be jointly and
severally liable for the factuality, accuracy and completeness of the information given
in this Report.
1.2 All the directors have attended the Q3 report review board meeting.
1.3 The financial statements contained in this Report have not been audited by a
certified public auditors (CPAs) firm.
1.4 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.
1.5 This Report has been prepared in both Chinese and English. Should there be any
discrepancy between the two versions, the Chinese version shall prevail.
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Section II Financial Highlights & Changes in Shareholders
I Major accounting data and financial indexes
Does the Company adjust retrospectively or restate accounting data of previous years due to changes in
accounting policy or correction of any accounting error?
□ Yes √ No
30 Sept. 2015 31 Dec. 2014 Increase/decrease (%)
Total assets (RMB’000) 134,346,267.15 120,292,088.16 11.68%
Net assets attributable to shareholders
47,681,320.04 39,470,499.84 20.80%
of the Company (RMB’000)
YoY increase/decrease YoY
Jul.-Sept. 2015 Jan.-Sept. 2015
(%) increase/decrease (%)
Sales revenues (RMB’000) 28,865,271.89 -9.10% 111,374,415.67 2.10%
Net profits attributable to shareholders
2,687,980.08 14.73% 11,012,102.69 23.00%
of the Company (RMB’000)
Net profits attributable to shareholders
of the Company after extraordinary 1,942,547.54 -0.93% 9,375,584.54 8.66%
gains and losses (RMB’000)
Net cash flows from operating activities
-- -- 17,970,483.89 29.72%
(RMB’000)
Basic EPS (RMB Yuan/share) 0.63 12.50% 2.60 22.64%
Diluted EPS (RMB Yuan/share) 0.63 12.50% 2.59 22.17%
Weighted average ROE (%) 5.75% -0.60% 25.46% 0.11%
Total share capital of the Company on the last trading session before disclosure:
Total share capital of the Company on the last trading session
4,265,714,504
before disclosure (share)
Whether the Company's share capital changed and the change affected the owners' equity due to reasons such as
the issuance of new shares, allotment of shares, equity incentive plans, and repurchases during the time from the
end of the Report Period to the date when this Report is released
□ Yes √ No
Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
Unit: RMB’000
Item Amount as of Jan.-Sept. 2015 Note
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Gains/losses on the disposal of non-current assets (including the
-112,520.56
offset part of asset impairment provisions)
Government grants recognized in the current period, except for
those acquired in the ordinary course of business or granted at
972,255.42
certain quotas or amounts according to the country’s unified
standards
Gain/loss on entrusting others with investments or asset
1,008,769.95
management
Gain/loss on debt restructuring 5,157.17
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
419,620.53
financial liabilities and financial assets available for sale, except
for effective hedging related to the normal businesses of the
Company
Reversal of impairment provisions for the accounts receivable on
341.34
which impairment tests were carried out separately
Non-operating income and expenses other than the above 140,774.83
Less: Income tax effects 505,422.96
Minority interests effects (after tax) 292,457.57
Total 1,636,518.15
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
No such cases in the Report Period.
II Total number of shareholders and shareholdings of the top ten shareholders at the
period-end
1. Total number of common shareholders and shareholdings of the top ten common shareholders at the
period-end
Unit: share
Total number of common shareholders at the
86,834
period-end
Shareholdings of the top ten common shareholders
Name of shareholder Nature of Shareholdin Number of the Number of Pledged or frozen
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
shareholder g percentage shares held restricted shares shares
(%) held Status of Number of
shares shares
Domestic
Midea Holding Co., Ltd. non-state-owned 35.08 1,496,250,000 1,496,250,000 Pledged 253,530,000
corporation
Domestic
Rongrui Equity Investment (Zhuhai)
non-state-owned 7.14 304,500,000 0
Partnership (limited partnership)
corporation
State-owned
China Securities Finance Co., Ltd. 2.99 127,545,960 0
corporation
Domestic
Fang Hongbo 2.14 91,326,995 90,000,000
individual
Domestic
Tianjin CDH Jiatai Equity Investment
non-state-owned 1.83 78,000,000 0
Partnership (limited partnership)
corporation
Domestic
Huang Jian 1.76 75,063,997 75,000,000
individual
Domestic
Ningbo Maysun Equity Investment Partnership
non-state-owned 1.76 75,000,000 75,000,000
(limited partnership)
corporation
Domestic
Yuan Liqun 1.42 60,500,000 60,000,000
individual
Overseas
CDH M-Tech (HK) Co., Ltd. 1.41 60,000,000 0
corporation
Overseas
CDH Spark (HK) Co., Ltd. 1.35 57,500,000 0
corporation
Shareholdings of the top ten non-restricted common shareholders
Number of non-restricted Type of shares
Name of shareholder common shares held at the
Type Number
period-end
Rongrui Equity Investment (Zhuhai) Partnership (limited
304,500,000 RMB ordinary shares 304,500,000
partnership)
China Securities Finance Co., Ltd. 127,545,960 RMB ordinary shares 127,545,960
Tianjin CDH Jiatai Equity Investment Partnership (limited
78,000,000 RMB ordinary shares 78,000,000
partnership)
CDH M-Tech (HK) Co., Ltd. 60,000,000 RMB ordinary shares 60,000,000
CDH Spark (HK) Co., Ltd. 57,500,000 RMB ordinary shares 57,500,000
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Central Huijin Investment Ltd. 52,316,600 RMB ordinary shares 52,316,600
Fidelity Investments Management (HK) Ltd.－Clients’ Capital 35,990,029 RMB ordinary shares 35,990,029
UBS AG 33,167,480 RMB ordinary shares 33,167,480
Merrill Lynch International 32,383,329 RMB ordinary shares 32,383,329
China Life Insurance Company Ltd.－Dividend－Individual
31,397,701 RMB ordinary shares 31,397,701
Dividend-005L-FH002Shen
Mr. Fang Hongbo and Ms. Yuan Liqun, both individual shareholders,
serve as the board chairman and a senior executive respectively in
Midea Group. CDH Jiatai, CDH M-Tech and CDH Spark are related
parties to each other, with a combined stake of 4.59% in Midea Group.
Explanation of the associated relationship or/and acting-in-concert
The Company does not know if any associated relationship exists
parties among the above-mentioned shareholders
among other shareholders of tradable shares or if other shareholders of
tradable shares belong to acting-in-concert parties specified in the
Administrative Measures for Information Disclosure Regarding
Changes of Shareholdings in Listed Companies.
Top ten non-restricted common shareholders taking part in
Inapplicable
securities margin trading (if any)
Note: Up to 15 October 2015, according to the latest register of shareholders (including the top 100 shareholders) provided by the
Shenzhen branch of China Securities Depository and Clearing Co., Ltd, China Securities Finance Co., Ltd directly holds 127,545,960
shares (a stake of 2.99%) in the Company, ranking as the Company’s second biggest shareholder with tradable shares. Meanwhile,
dozens of funds jointly hold 101,069,000 shares (a stake of 2.40%) in the Company through an asset management scheme of China
Securities Finance Co., Ltd. In addition, Central Huijin Investment Ltd directly holds 52,316,600 shares (a stake of 1.23%) in the
Company, ranking as the Company’s sixth biggest shareholder with tradable shares. The aforesaid 12 shareholders all together hold
280,931,560 shares in the Company, representing a stake of 6.62%.
Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company
carry out any agreed buy-back in the Report Period?
□ Yes √ No
No such cases in the Report Period.
2. Total number of preference shareholders and shareholdings of the top ten preference shareholders at the
period-end
□ Applicable √ Inapplicable
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Section III Significant Events
I Major changes in main accounting statement items and financial indicators within the
Report Period, as well as the reasons for the changes
√ Applicable □ Inapplicable
Unit: RMB’000
30 31
Increase/de Main reasons for the
Balance sheet items September December
crease (%) change
2015 2014
The business scale grew and the
Monetary funds 9,317,623.10 6,203,282.81 50.20%
operating efficiency improved
Fair value changes of derivative
Derivative financial assets 233,141.63 162,513.84 43.46%
financial instruments
Notes receivable 25,817,870.76 17,097,233.37 51.01% Sales increased
Dividends receivable 12,384.26 45,943.22 -73.04% Dividends from associates
Other receivables 2,040,093.07 1,180,767.53 72.78% Sales increased
The operating efficiency
Inventories 8,565,322.09 15,020,030.26 -42.97%
improved
Available-for-sale financial assets 3,998,949.88 1,655,494.72 141.56% Equity investment increased
Savings absorbed and amounts due from Operational changes in the
76,511.30 7,493.81 920.99%
banks and other financial institutions finance subsidiary
Fair value changes of derivative
Derivative financial liabilities 165,972.11 74,960.70 121.41%
financial instruments
Notes payable 23,734,326.46 12,648,496.99 87.65% Procurement increased
The U.S. commercial papers
Interest payable 6,737.13 22,912.17 -70.60%
decreased
Profits distribution by
Dividends payable 194,704.59 93,799.03 107.58%
subsidiaries
Non-current liabilities due within one All the non-current liabilities due
0 611,900.00 -100.00%
year within one year were repaid
Some long-term borrowings were
Long-term borrowings 7,416.80 19,205.03 -61.38%
repaid
Bonds payable 0 153,026.30 -100.00% Due bonds were honored
An alteration and relocation
Specialized payables 116,311.16 851,825.49 -86.35%
amount was received
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
The business scale grew and the
Retained profits 28,570,042.99 21,814,315.69 30.97%
operating efficiency improved
Income statement items January-Sept January-Sept Increase/De Main reasons for the
(January-September) ember 2015 ember 2014 crease (%) change
The business of the finance
Interest income 656,236.20 503,212.87 30.41%
subsidiary expanded
The business of the finance
Handling charge and commission income 3,203.05 1,566.93 104.42%
subsidiary expanded
The business of the finance
Interest expenses 448,162.77 243,027.70 84.41%
subsidiary expanded
Financial expenses 100,874.91 -11,698.64 962.28% Interest income decreased
The growth in accounts
Asset impairment losses 87,844.03 257,035.18 -65.82%
receivable slowed down
Fair value changes of the
Gains on fair value changes 45,766.08 -598,637.76 107.65%
derivative financial instruments
Gains on financial products
Investment gains 1,593,820.49 839,388.23 89.88%
increased
Non-operating income 1,224,383.79 706,470.73 73.31% Governmental subsidy increased
Cash flow statement items January-Sept January-Sept Increase/De Main reasons for the
(January-September) ember 2015 ember 2014 crease (%) change
Changes in investment and
Net cash flows from investing activities -9,849,714.92 -24,179,641.66 59.26%
financial products
Net cash flows from financing activities -6,899,879.20 -1,314,530.93 -424.89% Borrowings decreased
II Progress, influence and solutions of significant events
√ Applicable □ Inapplicable
1. The Pre-Plan for the First Repo of Some Public Shares was reviewed and approved at the 30th Meeting of the
First Board of Directors on 26 June 2015 and later at the Second Special General Meeting for 2015 on 13 July
2015. According to the Pre-Plan, the Company would repurchase some of its shares under the price of
RMB48.54/share and the total price for the repo should not exceed RMB1 billion. 29,591,644 shares were bought
back during the period from 21 July 2015 to 31 July 2015, accounting for 0.69% of the Company’s total shares.
With the highest price at RMB35.74/share and the lowest at RMB30.69/share, the total repo price stood at
RMB999,997,670.86, reaching the limit. As such, this repo plan has been carried out. And the Company cancelled
the repo shares of 29,591,644 with the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. on
6 August 2015.
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
2. In order to prepare for the fast-growing market demand for robots as well as to push forward Midea’s strategy
of automation and form a competitive edge in cost, the Company and Yaskawa Electric (China) Co., Ltd, a
subsidiary solely owned by the Japan-based Yaskawa Electric Corporation, reached consensus upon amicable
negotiation and signed a joint venture contract on 4 August 2015 regarding a joint investment of RMB400 million
in the incorporation of Guangdong Yaskawa Midea Industrial Robot Co., Ltd and Guangdong Midea Yaskawa
Service Robot Co., Ltd.
Overview of the significant event Date of disclosure Website for disclosure
Announcement on the Cancellation of the First Repo Shares & the
7 August 2015 www.cninfo.com.cn
Corresponding Share Changes
Announcement of Midea Group Co., Ltd on the Release of the Robot
Business Strategy & the Incorporation of a Robot Joint Venture with 5 August 2015 www.cninfo.com.cn
Yaskawa Electric
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
III Undertakings made by the Company and its shareholders interested in 5% or more of the shares of the Company made in the
Report Period or subsisting to the Report Period
√ Applicable □ Inapplicable
Undertaki Undertaking
Undertaking Details of undertaking Term Particulars on the performance
ng giver date
1. Undertaking of Midea Holding Ltd. (hereinafter referred to as "Midea Apart from the 1. There has been no violation of this undertaking.
Holding"), and He Xiangjian, respectively the controlling shareholder and actual first item of
controller of Midea Group Co., Ltd., towards the lock-up period of shares. undertakings,
He Xiangjian and Midea Holding have undertaken as follows: Within 36 months from its duration
Undertakings
the listing date of Midea Group's stocks, they will neither transfer or entrust others to validity spans
given in Controllin
manage their directly and indirectly held shares of Midea Group issued prior to this 36 months from
offering g
issuance, nor sell them to Midea Group. If they break the above undertaking, they will the day of
documents or shareholde 2013-3-28
assume all liabilities arising therefrom. Midea Group’s
shareholding r, actual
2. Undertaking of Midea Holding and the actual controller He Xiangjian towards listing which is 2. There is no violation of this undertaking.
alternation controller
the maintenance of the independence of Midea Group. 18 September
documents
He Xiangjian and Midea Holding have undertaken as follows: He Xiangjian, Midea 2013 to
Holding and their controlled enterprises will remain independent from Midea Group in 18 September
respect of personnel, finance, assets, business and institutions, etc. in accordance with 2016, all other
relevant laws and regulations and regulatory documents. They will faithfully fulfill the items are
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
above undertaking, and assume the corresponding legal liability. If they fail to fulfill their indefinite.
obligations and responsibilities conferred by the undertaking, they will bear the
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 has been no violation of this undertaking.
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 engage or participate 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 are
already performing 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
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
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 to engage in any business competing with 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 has been no violation of this undertaking.
the regulation of related transactions.
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
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have undertaken as follows:
(1) They will regulate any related transactions with Midea Group and its controlled
companies using 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 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
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
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The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
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 has been no violation of this
Contract" with five people, i.e. He Xiangjian, Chen Dajiang, Feng Jingmei, Chen undertaking.
Kangning and Liang Jieyin, where it transfered 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 to the fact that Midea Trade Union
Committee funded the establishment of Midea Group Co., Ltd. In addition, the letter also
confirmed that the council of Midea Trade Union Committee is entitled to dispose any
property of the committee, and such property disposal does not need agreement from all
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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. Undertakings on Issues about Payment of the Staff Social Insurance and the
Housing Provident Fund involved in Midea Group's Overall Listing 6. So far, the payment of the staff social insurance
Midea Holding and He Xiangjian: Midea Holding have undertaken to be liable for (1) and the housing provident fund has not brought
paying such expenses and related expenses on time based on the requirements of relevant about any controversy or potential disputes. There
state departments, if Midea Group is required to be liable for the payment of staff social has been no violation of this undertaking.
insurance and the housing provident fund and the payment required by relevant state
authorities prior to this merger, (2) paying corresponding compensation for all direct and
indirect losses incurred by Midea Group and its subsidiaries due to this merger, (3)
indemnifying and holding harmless Midea Group and its subsidiaries in time from such
expenses where Midea Group and its subsidiaries are required to pay them in advance.
7. Undertakings on issues about asset alteration, asset flaw and house leasing of
Midea Group and its subsidiaries 7.1 The Process of Property Ownership Certificate:
Midea Holding and He Xiangjian have undertaken as follows: The Report discloses that the Company is trying to get
(1) Midea Holding will do its utmost to assist and urge Midea Group (including its the Property Ownership Certificate for 177 of its
subsidiaries) to complete renaming procedures of related assets, such as land, houses, properties, which cover an area of 2,148,485.65 square
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trademarks, patents and stock rights, declared in the related files of this merger. Midea meters. So far, 51 applications have been approved, the
Holding will be liable for all compensations of losses caused by issues about renaming total area covers 1,638,892.27 square meters, which
procedures of related assets mentioned above to Midea Group. accounts for 76.28% of total area; 11 applications are
(2) Midea Holding shall do its utmost to assist Midea Group (including its subsidiaries) under process, covering an area of 447,465.15 square
to apply for ownership certificates of land and property declared in related files of this meters, accounting for 20.83% of the total area. These
merger. 11 properties are in possession of ownership certificates
(3) For those houses without ownership certificates due to incomplete formalities in the have not brought about any controversy or dispute.
past, Midea Holding shall assist Midea Group (including its controlled subsidiaries) in Another property with an area of 1,966.69 square
going through relevant construction-related formalities again and obtaining the meters (0.09% of the total area) has been disposed. The
corresponding house ownership certificates. If the competent authorities require Midea remaining 114 properties, spanning an area of
Group to dismantle buildings that can not acquire the real estate registration procedures 60,161.54 square meters account for 2.8% of the total
re-application, Midea Holding shall do its utmost to provide assistance and be liable for area. These properties are all small unit size auxiliary
any related expenses used in dismantling such buildings by Midea Group (including its facilities such as security booth, transformer room,
subsidiaries). power room, pump room, gas station and so on, for
(4) Under any circumstances that Midea Group suffers from losses incurred through no which property ownership certificates cannot be granted
longer using those properties or failing to obtain or collect in time, the ownership or applied for. So far these 114 properties have not been
certificates of those properties currently being used or any losses caused by other required to be dismantled by competent departments so
reasons, Midea Holding shall compensate any loss for these reasons in time and in full. that these buildings are still in regular use, which has
Midea Holding shall compensate the actual loss Midea Group suffers, from any not brought about any controversy or any company loss
circumstances above resulting from penalties subjected to by competent authorities or caused by disputes. There is no violation of
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through claims by any third party. undertakings.
(5) Based on issues of defective house leasing declared in related files of this merger, 7.2 The Use of Rental Houses of This Company
Midea Holding shall provide sufficient compensations for all economic losses incurred The Report discloses that as of 31 December 2012, our
by Midea Group (including its subsidiaries) where the leasehold relations above become company used 113 leasing houses in total, of which our
invalid or other disputes occur, which are caused by rights claims from a third party or by company can't get the property certificate of 100 leasing
means of an administrative authority exercising a right and therefore results in any houses from the leasing party. So far the contracts of 82
economic losses due to eviction from rental houses, or any penalties subjected to by out of the 113 rental houses haven't been signed to
competent government departments or any recourse from related parties. extend the leasehold. The property certificates of 2 of
(6) Based on the issues of defective land leasing declared in related files of this merger, the remaining 31 houses have been obtained while the
when leasehold relations become invalid caused by defects of land leasing or when other other 29 certificates haven't been obtained. These 29
disputes occur, resulting in any economic losses to Midea Group (including its rental houses haven't rendered our company any
subsidiaries) or through any penalties administered by competent government economic loss or penalty caused by defective property
departments. Likewise if the lessor can't compensate for losses caused by such defective rights, which result in removing to other rental houses.
leasing, Midea Holding shall compensate Midea Group for losses caused by such 7.3 Land Use Rights of Leasing Use
defective land leasing The "Report" discloses that as of 31 December, 2012,
Midea Holding will compensate any losses of Midea Group where a violation of our company has had one case of using rental houses,
guarantees and undertakings referred to previously occurs or such guarantees and covering a total area of 57,506.95 square meters for
undertakings are not consistent with the reality. which the lessor of the rental land mentioned above did
not provide any legal ownership files showing or
detailing ownership of this land. So far this rental land
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has not rendered our company any controversy or any
loss caused by disputes. There has been no violation of
undertakings.
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 in the
process of registering a new land owner caused by
changing the company's name of our company and its
subsidiaries. So far, five cases have been approved and
the other five cases are still under review, which have
not rendered any loss to the company. There has been
no violation of undertakings.
7.5 Processing the Renaming Procedures of Some
Trademarks
So far, 8 of the 62 trademarks cases involved in the
Report have applied for cancellation of the subjects
through their owners and these trademarks shall no
longer be in use. The company will not apply for the
renaming procedures for those trademarks. The
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renaming procedures of the remaining 54 cases have
been processed and this undertaking has been fulfilled.
There has been no violation of this undertaking.
36 months from
18 September
Shareholders of Midea Group, Ningbo Maysun, Fang Hongbo, Huang Jian, Cai Qiwu,
2013, the date
Yuan Liqun, Huang Xiaoming, Li Jianwei, Zheng Weikang, promise that since Midea
Other of Midea
Group is listed on the Shenzhen Stock Exchange Center, the transferal or delegation of 2013-3-28
shareholde Group’s listing, There has been no violation of this undertaking.
others to manage these issued shares who have direct or indirect ownership of Midea
rs to 18
Group, has been forbidden for a period of 36 months. Midea Group is not allowed to buy
September
back those shares either.
2016
1. In strict accordance with the rules of the CSRC, the Shenzhen Stock Exchange and the
Company regarding the use of raised funds, the Company shall have a special account for
The
its raised funds and use the funds only for the previously set purposes.
undertakings
2. The funds raised in this private issue (after the issue expenses) shall all be used as
Undertakings The shall expire
working capital. 2015-6-15 There has been no violation of this undertaking.
given in time Company when the raised
3. The Company shall not use the funds raised in this private issue to make any financial
of IPO or funds have been
investment such as purchasing held-for-trading financial assets and available-for-sale
refinancing used up.
financial assets, lending the funds to others and entrusted investments or to directly or
indirectly invest in marketable securities.
Xiaomi Xiaomi Technology has given an undertaking that it shall not transfer the shares that it
2015-6-26 36 months from There has been no violation of this undertaking.
Technolog had subscribed for in this private offering of Midea Group within 36 months from the
19
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
y completion date of this offering (26 June 2015, the listing date for this offering). the listing date
of this private
offering, i.e. to
26 June 2018
Whether the
undertaking is
Yes
fulfilled in
time
Specific
reasons for
failing to
fulfill any
Inapplicable
undertaking
and plan for
the next step
(if any)
20
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
IV Operating result forecast for the year of 2015
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-start
until the end of the next Report Period according to predictions as well as any explanations for these reasons:
□ Applicable √ Inapplicable
V Securities investment
□ Applicable √ Inapplicable
No such cases in the Report Period.
VI Shareholdings in other listed companies
□ Applicable √ Inapplicable
No such cases in the Report Period.
VII Investments in financial derivatives
√ Applicable □ Inapplicable
Unit: RMB’0,000
Proportion of
Relate
the closing
d-part Actual
Initial Opening Impairme Closing investment
Relati y Type of gain/loss in
Operator investment Start date End date investment nt investment amount in the
onship transac derivative Report
amount amount provision amount Company’s
tion or Period
closing net
not
assets
Futures Futures
No No -327.94 2015-01-01 2015-12-31 -327.94 0.00 149.04 0.00% 1,448.21
company contracts
Forward
Bank No No exchange -19,490.04 2015-01-01 2015-12-31 -19,490.04 0.00 -15,240.51 -0.32% 60,523.60
contracts
Total -19,817.98 -19,817.98 0.00 -15,091.47 -0.32% 61,971.81
Capital source for derivative
All the Company’s own funds
investment
Disclosure date of the board
2015-03-31
announcement approving the
21
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
derivative investment (if any)
Disclosure date of the general
meeting announcement approving 2015-01-22
the derivative investment (if any)
In order to reduce the price 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 of reducing the risks associated with exchange and interest rate fluctuations, realizing the
preservation and appreciation of forex assets, reducing forex liabilities, and achieving locked-in costs. The
Company has undertaken extensive evaluation and risk control with regard to derivative investment
positions, details of which are as follows:
1. Legal risk: The Company's futures business and forex funds businesses are conducted in compliance with
laws and regulations, with clearly defined responsibilities and obligations between the Company and
agencies.
Control measures: The Company has designated relevant departments with the responsibility for enhancing
expertise in laws, regulations and market rules, conducting strict examination and verification of contracts,
defining responsibility and obligations, and strengthening compliance checks, 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: Risks caused by imperfect internal processes, staff, systems and external issues may
Analysis of risks and control cause the Company to incur losses during the course of its futures business and forex funds business.
measures of derivative products held Control measures: The Company has not only developed relevant management systems that clearly define
in the Report Period (including but the assignment of responsibility and approval process for the futures business and forex funds businesses,
not limited to market risk, liquidity but has also established a well-developed monitoring mechanism, aimed at effectively reducing operational
risk, credit risk, operational risk, risk by strengthening its risk control over the business, decision-making and trading processes.
legal risk, etc.) 3. Market risk: Uncertainties caused by changes in the prices of bulk commodities and exchange rate
fluctuations in foreign exchange markets could lead to greater market risk in the futures business and forex
funds business. Meanwhile, the inability to raise sufficient funds in a timely manner in order to establish
and maintain hedging positions in futures operations, or forex funds required for performance in forex funds
operations that are 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 are always conducted by
adhering to prudent operation principles. For futures business, futures transaction volumes and applications
have been strictly determined according to the requirements for production and operations, and a stop-loss
mechanism has been implemented. Furthermore, to determine the prepared margin amount which may be
required to be supplemented, a futures risk measuring system has been established to measure and calculate
the margin amount already in use, 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 applications for funds business should
conduct a risk analysis on the conditions and environment that could affect the 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 the operating status of the funds business on a timely basis
thus ensuring the arrangement of proper funds before expiry dates.
22
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Changes in market prices or fair
values of the invested derivatives
1. Profit/loss from futures hedging contracts incurred during the Report Period was RMB14,482,100;
during the Report Period. Analysis of
2. Profit/loss from forward forex contracts incurred during the Report Period was RMB605,236,000;
the derivative’s fair value should
3. Public quotations in futures market or forward forex quotations announced by Bank of China are used in
include the specific methods of use
the analysis of the derivatives fair value.
and the relevant assumptions and
parameters.
Whether significant changes
occurred to the Company’s
accounting policy and specific
No change
accounting principles of derivatives
in the Report Period compared to the
previous Report 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 through
Specific opinion from independent
enhanced internal controls, thereby improving the operation and management of the Company; the
directors on the Company’s
Company's foreign exchange risk management capability can be further improved through the forex funds
derivatives investment and risk
business, so as to maintain and increase the value of foreign exchange assets; the abovementioned
control
investment in derivatives can help the Company to fully realize its competitive advantages. Therefore, it is
practical for the Company to carry out derivatives investment business when the risks are controllable.
VIII Visits received during the Report Period
√ Applicable □ Inapplicable
Type of
Date Place Type of visit Visitor
visitor
The
2015-7-7 Field research Institution Fidelity Investment
Company
The
2015-7-8 Field research Institution AIA
Company
The
2015-7-9 Field research Institution Fidelity Fund
Company
The
2015-7-14 Field research Institution UBS Global Asset Management (Singapore)
Company
The
2015-7-17 Field research Institution Sinolink Securities
Company
The
2015-7-17 Teleconference Institution Yunsong Capital
Company
SWHK, UG, Fullgoal Fund, Nuode Fund, China Merchants Fund, Rosefinch,
Strategy
2015-7-24 Shanghai Institution APS, Orient Securities Asset Management, Huashang Fund, CITIC Securities
meeting
International
23
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Essence Securities, Baishan Investment, Baoying Fund, Bisheng asset, Bosera
Funds, Fortune Securities Assset Management, Chongzhi Asset, Dachang
FMC, Deutsche Bank, First Capital, Orient Securities, Wells Fargo Funds,
Gaoguan Investment, Hillhouse Capital, Goldman Sachs Gao Hua Securities,
Everbright Pramerica Fund, Everbright Trust, GF Securities, Sinolink
Securities, Guotai Junan Securities, UBS SDIC, Guosen Securities,
Homeocapital, Hongliu Investment, Houde Asset, Citibank, CR Yuanta Fund,
Huatai Securities, HSBC Jintrust, Jitian Investment, Jiayin Securities,
BoCom-Schroders Fund, Greenwoods Asset, Invesco-Great Wall, King Tower
China Growth Fund, kaiyu Capital, Kunpeng investment, Lanhai Investment,
Business
The Macquaire Capital Securities, Morgan Stanley, China Southern Fund, Penghua
2015-8-31 results Institution
Company Fund, Pingshi Investment, Qian Hai Life Insurance, Qian Hai Rui Sui, PICC
presentation
Assets, Rongtong Fund, Credit Suisse, UBS Securities, Shangcheng Assets,
Shenwan Hongyuan, YJA Investments, Sino Life Asset Management Co.,Ltd.,
Tianma Asset, Co-power Investment, Spruces Capital, Galaxy Securities,
Yinhua Fund, Ginkgo Investment, Ginkgo Investment, Xingyu Investment,
Golden Trust Sinopac Fund, Yunsong Capital, Great Wall Fund, Great Wall
Self-operation, Changjiang Securities, Long-term Investment, Chang Xin
Asset Management, Zheshang Securities, RIGHT SHARE, Central Asset,
CICC, China-Europe Rabbit Fund, CITICS, CITIC Asset Management,
Zhuoyue Dingsheng, Allianz, GMT capital, Janchor Partners Limited,
Jpmorgan, Oxbow Capital Management, Stone, Yiheng Capital, Zeal AM
JP Morgan Asset Management, Value Partners Ltd, FIL Investment
Management (Hong Kong) Limited, Baring Asset Management Asia Ltd HK,
Harvest Global Investments Limited, Och-Ziff Capital Management, Acion
Partners, Bosvalen Asset Management, Evenstar Capital, ICBC International
Capital Limited, Lbn Advisers Ltd, Millennium Capital Management (Hong
2015-9-1 Shenzhen Road show Institution
Kong) Ltd, Neuberger Investment Management Asia Limited, Pictet Asia Ltd,
Point72 Asset Management, Springs Capital, TPG-Axon Capital Management,
Goldman Sachs Investment Partners, UBS Global Asset Management (Hong
Kong) Limited, RBC Investment Management (Asia) Ltd, NF Trinity Capital
(Nan Fung), Myriad Asset Management Limited
Wellington Management Company, Sumitomo Mitsui Trust Bank, Ginkgo
Capital, Boyu Cappital, Lbn Advisers, Cathay Life Insurance, Lloyd George
Advisory, Tt International, CITIC Securities, Cloud Ridge Capital
Strategy
2015-9-7 Shenzhen Institution Management, Harvest Fund Management, Tpg Axon Cappital Management,
meeting
Kiara Advisors, Edmond De Rothschild, Trivest Advisors, Shanghai
Chongyang Investment, China Reinsurance Group, Fountaincap Research &
Investment
24
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Morgan Stanley Investment Management, APAC, Deepwater Capital, Harvest
Global Investments Limited, China Investment Corporation, Senrigan Capital
Strategy Group Ltd, Taconic Capital, Trilogy Partners Limited, Alphalex Capital
2015-9-8 Shenzhen Institution
meeting Management Limited, Indus Capital Partners LLC, UBS Wealth Management
Asia, Baring Asset Management Asia Ltd HK, China Investment Corporation,
ICBC International Capital Limited, Wellington Management Co LLP
Sumitomo Mitsui AM Co Ltd, 1832 Asset Management L.P, Invesco Hong
Kong Ltd, One North Capital Pte Ltd, Schroder Investment Management
(Hong Kong) Ltd, Sparx Asia Investment Advisors Ltd, Sparx Asia
Investment Advisors Ltd, BNY Mellon Investment Management Hong Kong
Limited, Petrel Capital, Portfolia Inc., Samsung Asset Management Hong
Strategy Kong, Schroder Investment Management (Hong Kong) Ltd, Teng Yue
2015-9-10 Shanghai Institution
meeting Partners, Government of Singapore Investment Corporation Pte Ltd, GIC
(Shanghai) Co. Ltd., HAI Tong Asset Management (HK) Ltd, Ellis Munro
Asset Management, Matthews International CAP MGT, Turiya Advisors Asia,
Athenaeum Limited, Tiger Pacific Capital LP, Tokio Marine Asset
Management PTE LTD, ABU Dhabi Investment Authority, Genesis Capital
Investment (HK) Limited, Neuberger Berman China Ltd, Pinpoint China Fund
T Rowe Price International Ltd, Allianz, Barings Asset Management, Midas
International Asset Management Ltd., Mirae Asset Global Investment, Funde
Strategy Asset Management (HK) Ltd., Goldman Sachs Asset Management, Huatai
2015-9-11 Shenzhen Institution
meeting Financial Holdings HK Ltd, Munsun, Orient Finance Holdings (HK) Ltd.,
Pinpoint Asset Management, Sift Capital, Sinolife, FMR, Janchor Partners,
Ashmore Investment Management
The
2015-9-14 Teleconference Institution Cadian Capital Management
Company
The China Life Insurance, FH Trust, Central Reinsurance Corp., Fund Push, Fubon
2015-9-14 Teleconference Institution
Company Life Insurance, JS Funds, FH Trust, Prudential, MassMutual Mercuries Life
Alta Advisers, Cederberg Capital, Credo Capital, Laxey Partners (UK) Ltd,
Sloane Robinson LLP, Visium Asset UK LLP, J.P. Morgan Asset
Management, NN Investment Management, Nomura Asset Management,
Pictet Asset Management, Lansdowne, Manulife Asset Management,
Millennium Management, Schroders, Veritas Asset Management, Wellington
Strategy Management International Ltd, Investec Asset Management, Aviva Investors,
2015-9-15 Britain Institution
meeting Carrhae Capital, Columbia Threadneedle, FIM Asset Management, Hermes
Fund Managers, Genesis, Henderson Global Investors, Deutsche Asset and
Wealth Management, Carmignac, Columbia Threadneedle, Pioneer
Investments, GLG Partners, First State Stewart Investments, BlackRock,
Martin Currie Investment, Baillie Gifford, Edinburgh Partners, Standard Life
Investments
2015-9-15 The Field research Institution Goldman Sachs
25
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Company
The
2015-9-16 Field research Institution ABC-CA Fund, Singapore Government Funds
Company
Wellington Management Co. LLP, Invesco Taiwan Ltd, Invesco Hong Kong
Ltd, Mackenzie Investments, Norges Bank, Comgest S.A., Templeton
Investment Counsel LLC, Newport Asia LLC, UBS Global Asset Mgt (Hong
Kong), Khazanah Nasional Berhad, Pictet Gem London, Eastspring
Investments Singapore (MAIN), Indus Capital Partners LLC, Baring Asset
Strategy Management (Asia) Ltd, BOCI-Prudential Asset Management Limited,
2015-9-17 Hong Kong Institution
meeting Neuberger Berman Asia Ltd, Bessemer Investment Management LLC, Pine
River Capital Mgmt (HK) Ltd, Allianz Global Investors Asia Pacific,
Manulife Asset Management (HK) Ltd, Soros Fund Management LLC, Global
Long Short Master Ireland Ltd, Global Long Short Master Ireland Ltd, JP
Morgan Asset Mgmt UK Ltd (GEM Team), Capital Research Global
Investors, First State Investment (Singapore)
The
2015-9-21 Field research Institution Thornburg
Company
Tiger Pacific, Nezu, JPMorgan Asset Management, Allianz Global Investors,
Greystone, JK Capital, One North Capital Pte Ltd, Prime Capital, Teng Yue
Strategy
2015-9-21 Shenzhen Institution Partners, AXA Investment Managers, Bosera Fund Management, City
meeting
National Rochdale, Comgest, Indus Capital, Keywise Capital, Route One
Investment Company, Sumeru Capital, UBS
The
2015-9-22 Field research Institution Hermes Investment Management
Company
The Daiwa Asset Management, Bessemer Investment Management, Hermes
2015-9-22 Field research Institution
Company Investment Management, Newport Asia LLC, Wells Capital Management
The
2015-9-22 Field research Institution Mitsubishi UFJ Trust International
Company
Main talking points with investors included: (1) the status quo and outlook of the industry;
(2) the Company’s condition of business and development strategies; and (3) other
information provided in the periodical reports and announcements disclosed by the
Company.
Main talking points with investors and
Materials provided by the Company: the Company’s periodical reports, announcements and
materials provided by the Company
other information disclosed.
Besides institutional investors, the Company pays great attention to communications with
individual investors and other minority investors, replying to investors’ concerns and
suggestions via phone, email, the interactive Q&A platform of the stock exchange, etc.
26
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
IX Irregular provision of guarantees
□ Applicable √ Inapplicable
No such cases in the Report Period.
X Occupation of the Company’s funds by the controlling shareholder or its related parties for
non-operating purposes
□ Applicable √ Inapplicable
No such cases in the Report Period.
27
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Section IV Financial Statements
I Financial statements
Balance Sheet
Prepared by: Midea Group Co., Ltd. Unit: RMB’000
30 September 2015 31 December 2014
Assets
Consolidated The Company Consolidated The Company
Current assets:
Monetary funds
9,317,623.10 14,680,503.81 6,203,282.81 8,452,623.95
Deposits in the Central Bank
1,174,438.29 1,279,592.47
Deposits in other banks and
financial institutions 2,104,593.55 2,126,444.99
Derivative financial assets
233,141.63 162,513.84
Notes receivable
25,817,870.76 2,822,631.23 17,097,233.37 693,828.61
Accounts receivable
10,771,235.94 9,362,102.75
Accounts paid in advance
1,723,858.16 27,494.28 1,414,470.45 1,102.42
Loans and advances granted
6,037,029.18 5,940,800.47
Interest receivable
Dividend receivable
12,384.26 872,350.14 45,943.22 280,771.02
Other accounts receivable
2,040,093.07 6,531,241.17 1,180,767.53 2,418,306.21
Inventories
8,565,322.09 15,020,030.26
Assets held for sale
Non-current assets due within 1
year
Other current assets
31,581,986.07 22,316,609.54 26,593,892.46 22,892,049.61
28
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Total current assets
99,379,576.10 47,250,830.17 86,427,074.62 34,738,681.82
Non-current assets:
Available-for-sale financial assets
3,998,949.88 1,222,645.08 1,655,494.72 1,230,277.80
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investment
956,150.33 21,608,360.64 951,874.39 16,548,882.73
Investing real estate
138,838.10 287,818.87 171,634.90 323,355.75
Fixed assets
18,631,440.22 1,314,426.56 19,521,814.06 1,653,024.17
Construction in progress
806,670.78 196,964.72 661,882.29 42,386.34
Engineering materials
Disposal of fixed assets
Intangible assets
3,337,858.86 257,331.55 3,431,958.12 280,656.35
R&D expense
Goodwill
2,948,594.50 2,931,791.41
Long-term deferred expenses
763,601.94 62,288.91 758,576.10 68,787.68
Deferred income tax assets
3,005,429.68 724.32 3,779,987.55 4,483.56
Other non-current assets
379,156.76
Total of non-current assets
34,966,691.05 24,950,560.65 33,865,013.54 20,151,854.38
Total assets
134,346,267.15 72,201,390.82 120,292,088.16 54,890,536.20
Legal representative: Fang Hongbo Person-in-charge of the accounting work: Yuan Liqun
Chief of the accounting division: Chen Jianwu
29
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Balance Sheet (Continued)
Prepared by: Midea Group Co., Ltd. Unit: RMB’000
Liabilities and shareholders’ 30 September 2015 31 December 2014
equity Consolidated The Company Consolidated The Company
Current liabilities:
Short-term borrowings
5,255,758.14 6,070,879.03 500,000.00
Borrowings from the Central
Bank
Customer bank deposits and
amounts due to banks and other
76,511.30 7,493.81
financial institutions
Intra-group borrowings
Derivative financial liabilities
165,972.11 2,423.68 74,960.70 54.78
Financial assets sold and
repurchased 511,702.46
Notes payable
23,734,326.46 12,648,496.99
Accounts payable
17,120,037.76 7,301.43 20,137,454.46 2,671.39
Accounts received in advance
3,649,653.28 3,992,540.46
Payroll payable
1,667,890.34 5,149.53 2,199,776.95 16,865.00
Tax payable 2,548,977.47 3,280,150.71 51,951.23
146,050.77
Interest payable
6,737.13 266,413.64 22,912.17 217,050.96
Dividend payable
194,704.59 93,799.03
Other accounts payable
1,009,065.88 51,007,475.24 1,223,548.76 36,057,338.71
Liabilities held for sale
Non-current liabilities due
within 1 year 611,900.00
Other current liabilities
23,794,458.77 22,778,936.05
Total current liabilities
79,735,795.69 51,434,814.29 73,142,849.12 36,845,932.07
30
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Non-current liabilities:
Long-term borrowings
7,416.80 19,205.03
Bonds payable
153,026.30
Long-term payables
Specific payables
116,311.16 851,825.49
Estimated liabilities
23,938.23 25,573.83
Deferred income
369,315.29 342,235.91
Deferred income tax liabilities
22,858.49 25,917.24
Other non-current liabilities
Total non-current liabilities
539,839.97 1,417,783.80
Total liabilities
80,275,635.66 51,434,814.29 74,560,632.92 36,845,932.07
Shareholders’ equity:
Share capital
4,265,714.50 4,265,714.50 4,215,808.47 4,215,808.47
Other equity instruments
Of which: preference shares
Perpetual bonds
Capital reserves
14,560,928.10 6,239,623.58 13,024,883.19 5,356,080.10
Less: treasury stock
Other composite income
-945,673.79 -30.67 -774,298.83
Surplus reserves
1,189,791.32 1,189,791.32 1,189,791.32 1,189,791.32
Provisions for general risks
40,516.92
Retained profits
28,570,042.99 9,071,477.80 21,814,315.69 7,282,924.24
Total equity attributable to
shareholders of the Company 47,681,320.04 20,766,576.53 39,470,499.84 18,044,604.13
Minority interests
6,389,311.45 6,260,955.40
Total shareholders’ equity
31
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
54,070,631.49 20,766,576.53 45,731,455.24 18,044,604.13
Total liabilities and
shareholders’ equity 134,346,267.15 72,201,390.82 120,292,088.16 54,890,536.20
Legal representative: Fang Hongbo Person-in-charge of the accounting work: Yuan Liqun
Chief of the accounting division: Chen Jianwu
32
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Income Statement
Prepared by: Midea Group Co., Ltd. Unit: RMB’000
January-September 2015 January-September 2014
Item
Consolidated The Company Consolidated The Company
I Operating revenues 112,033,854.92 683,222.28 109,588,937.73 534,175.93
Including: Sales income 111,374,415.67 683,222.28 109,084,157.93 534,175.93
Interest income 656,236.20 503,212.87
Handling charge and
3,203.05 1,566.93
commission income
II Operating costs 100,582,801.85 1,062,011.67 98,437,374.16 529,872.11
Including: Cost of sales 82,112,451.41 20,688.84 81,481,479.40 20,174.08
Interest expenses 448,162.77 243,027.70
Handling charge and
1,564.10 1,204.73
commission expenses
Taxes and associate
737,243.39 2,713.93 621,111.05 10,663.23
charges
Selling and distribution
11,598,555.14 10,761,772.36
expenses
Administrative expenses 5,496,106.10 366,530.80 5,083,442.38 257,056.21
Financial expenses 100,874.91 672,618.93 -11,698.64 247,659.87
Asset impairment loss 87,844.03 -540.83 257,035.18 -5,681.28
Add: Gain/(loss) from change in
45,766.08 -2,368.90 -598,637.76 -35,657.94
fair value (“-” means loss)
Gain/(loss) from investment
1,593,820.49 6,480,996.38 839,388.23 3,871,395.51
(“-” means loss)
Including: share of profits in
78,080.83 17,323.41 49,190.10 1,215.68
associates and joint ventures
III Business profits (“-” means
13,090,639.64 6,099,838.09 11,392,314.04 3,840,041.39
loss)
Add: non-operating income 1,224,383.79 62,080.40 706,470.73
13,581.02
Including: Gains on
41,433.56 23,874.31 52,031.73
disposal of non-current assets 42.01
Less: non-operating expense 184,525.29 8,525.50 223,702.62 9,707.07
Including: Losses on
138,447.08 175,127.20 8,769.43
disposal of non-current assets 3,734.46
33
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
IV Total profits (“-” means
14,130,498.14 6,153,392.99 11,875,082.15 3,843,915.34
loss)
Less: Income tax expense 2,301,994.20 2,035,610.94
149,030.96 54,512.17
V Net profits (“-” means loss) 11,828,503.94 6,004,362.03 9,839,471.21 3,789,403.17
Including: Net profit
achieved by combined parties
before the combinations
Net profit attributable to
11,012,102.69 6,004,362.03 8,952,956.27
shareholders of the Company 3,789,403.17
Minority shareholders’
816,401.25 886,514.94
income
VI After-tax net amount of
-335,083.27 -30.67 -338,546.68
other composite incomes
After-tax net amount of
other composite incomes
-171,374.96 -30.67 -307,849.07
attributable to owners of the
Company
(I) Other composite
incomes that will not be
reclassified into gains and losses
1. Changes in net
liabilities or assets with a defined
benefit plan upon
re-measurement
2. Enjoyable shares in
other composite incomes in
investees that cannot be
reclassified into gains and losses
under the equity method
(II) Other composite
incomes that will be reclassified -171,374.96 -30.67 -307,849.07
into gains and losses
1. Enjoyable shares in
other composite incomes in
investees that will be reclassified -3,903.89 -30.67
into gains and losses under the
equity method
2. Gains and losses on
fair value changes of -89,148.82 -2.50
available-for-sale financial assets
34
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
3. Gains and losses on
reclassifying held-to-maturity
investments into
available-for-sale financial assets
4. Effective hedging
67,083.77 -205,497.94
gains and losses on cash flows
5. Foreign-currency
financial statement translation -145,406.02 -102,348.63
difference
6. Other
After-tax net amount of
other composite incomes
-163,708.31 -30,697.61
attributable to minority
shareholders
VII Total composite incomes 11,493,420.67 6,004,331.36 9,500,924.53 3,789,403.17
Attributable to owners of the
10,840,727.73 3,789,403.17
Company 6,004,331.36 8,645,107.20
Attributable to minority
652,692.94
shareholders 855,817.33
VIII Earnings per share
(I) Basic earnings per share
2.60 2.12
(RMB Yuan/share)
(II) Diluted earnings per
2.59 2.12
share (RMB Yuan/share)
Legal representative: Fang Hongbo Person-in-charge of the accounting work: Yuan Liqun
Chief of the accounting division: Chen Jianwu
35
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Income Statement
Prepared by: Midea Group Co., Ltd. Unit: RMB’000
July-September 2015 July-September 2014
Item
Consolidated The Company Consolidated The Company
I Operating revenues 29,158,784.51 213,239.18 31,880,719.37 168,600.18
Including: Sales income 28,865,271.89 213,239.18 31,753,306.09 168,600.18
Interest income 292,403.82 126,354.65
Handling charge and
1,108.80 1,058.63
commission income
II Operating costs 26,950,389.47 392,705.83 29,419,094.89 331,256.12
Including: Cost of sales 22,233,545.67 6,347.50 24,138,196.09 12,106.43
Interest expenses 131,091.28 51,474.27
Handling charge and
675.82 477.12
commission expenses
Taxes and associate charges 168,607.62 1,776.35 174,283.28 5,829.08
Selling and distribution
2,612,455.75 3,138,092.30
expenses
Administrative expenses 1,891,348.97 100,910.47 1,734,117.98 84,042.66
Financial expenses 101,652.51 284,406.06 276,855.06 230,522.71
Asset impairment loss -188,988.15 -734.55 -94,401.21 -1,244.76
Add: Gain/(loss) from change in fair
263,230.09 -8,994.90 189,715.92 -27,328.82
value (“-” means loss)
Gain/(loss) from investment (“-”
412,615.64 1,672,607.35 412,941.14 372,323.97
means loss)
Including: share of profits in associates
34,954.32 11,261.09 14,212.71 1,170.91
and joint ventures
III Business profits (“-” means loss) 2,884,240.77 1,484,145.80 3,064,281.54 182,339.21
Add: non-operating income 573,792.38 11,936.62 153,047.67 5,103.51
Including: Gains on disposal of
3,261.08 23,874.31 12,000.30
non-current assets
Less: non-operating expense 84,108.92 4,066.22 90,590.60 836.98
Including: Losses on disposal of
61,002.46 75,335.81
non-current assets
IV Total profits (“-” means loss) 3,373,924.23 1,492,016.20 3,126,738.61 186,605.74
Less: Income tax expense 493,987.91 31,996.33 504,895.47 50,670.52
36
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
V Net profits (“-” means loss) 2,879,936.32 1,460,019.87 2,621,843.14 135,935.22
Including: Net profit achieved by
combined parties before the
combinations
Net profit attributable to
2,687,980.08 1,460,019.87 2,342,823.51 135,935.22
shareholders of the Company
Minority shareholders’ income 191,956.24 279,019.63
VI After-tax net amount of other
-458,608.76 -30.67 52,659.54
composite incomes
After-tax net amount of other
composite incomes attributable to -386,133.13 -30.67 116,414.24
owners of the Company
(I) Other composite incomes
that will not be reclassified into gains
and losses
1. Changes in net liabilities or
assets with a defined benefit plan upon
re-measurement
2. Enjoyable shares in other
composite incomes in investees that
cannot be reclassified into gains and
losses under the equity method
(II) Other composite incomes
that will be reclassified into gains and -386,133.13 -30.67 116,414.24
losses
1. Enjoyable shares in other
composite incomes in investees that
1,517.25 -30.67 -2,917.31
will be reclassified into gains and
losses under the equity method
2. Gains and losses on fair
value changes of available-for-sale -100,067.14 18.33
financial assets
3. Gains and losses on
reclassifying held-to-maturity
investments into available-for-sale
financial assets
4. Effective hedging gains
-293,331.53 191,796.36
and losses on cash flows
5. Foreign-currency financial
5,748.29 -72,483.14
statement translation difference
37
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
6. Other
After-tax net amount of other
composite incomes attributable to -72,475.63 -63,754.70
minority shareholders
VII Total composite incomes
2,421,327.56 1,459,989.20 2,674,502.68 135,935.22
Attributable to owners of the
Company 2,301,846.95 1,459,989.20 2,459,237.75 135,935.22
Attributable to minority
shareholders 119,480.61 215,264.93
VIII Earnings per share
(I) Basic earnings per share (RMB
0.63 0.56
Yuan/share)
(II) Diluted earnings per share
0.63 0.56
(RMB Yuan/share)
Legal representative: Fang Hongbo Person-in-charge of the accounting work: Yuan Liqun
Chief of the accounting division: Chen Jianwu
38
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
Cash Flow Statement
Prepared by: Midea Group Co., Ltd. Unit: RMB’000
January-September 2015 January-September 2014
Item
Consolidated The Company Consolidated The Company
I Cash flows from operating activities:
Cash received from sale of commodities and
rendering of services 92,229,531.23 78,057,006.28
Net increase in customer bank deposits and
amounts due from banks and other financial
69,017.49 104.31
institutions
Net increase in loans from the Central Bank
-59,709.63
Cash received as interest, handling charges
and commissions 659,439.25 504,779.80
Tax refunds received
3,216,937.11 2,909,213.40
Cash received in relation to other operating
activities 3,700,556.13 14,319,778.45 1,754,268.97 19,292,418.87
Subtotal of cash inflows from operating
activities 99,875,481.21 14,319,778.45 83,165,663.13 19,292,418.87
Cash paid for goods and services
53,838,373.36 38,895,396.31
Net increase in lendings to and advances for
customers 67,921.97 2,362,954.65
Net increase in funds deposited in the Central
Bank and amounts due to banks and other
-141,562.29 417,840.83
financial institutions
Cash paid as interest, handling charges and
commissions 451,072.44 245,672.29
Cash paid to and for employees
8,776,444.53 147,910.08 7,876,851.14 29,958.39
Various taxes paid
6,747,190.75 14,243.77 6,913,017.12 6,722.99
Cash paid in relation to other operating
activities 12,165,556.56 6,138,998.45 12,600,226.71 1,632,429.98
Subtotal of cash outflows from operating
activities 81,904,997.32 6,301,152.30 69,311,959.05 1,669,111.36
Net cash flows from operating activities 17,970,483.89 8,018,626.15
39
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
13,853,704.08 17,623,307.51
II Cash flows from investing activities:
Cash received from withdrawal of investments
6,736.94 12,000.00 5,440,020.00 24,901.98
Cash received as returns on investments
1,529,728.78 4,917,338.05 682,830.12 3,492,060.54
Net cash received from disposal of fixed
assets, intangible assets and other long-term
212,939.60 354.15 1,299,396.24 36,984.39
assets
Net cash received from disposal of
subsidiaries or other business units 273,077.20
Cash received in relation to other investing
activities
Subtotal of cash inflows from investing
activities 1,749,405.32 5,202,769.40 7,422,246.36 3,553,946.91
Cash paid to acquire fixed assets, intangible
assets and other long-term assets 1,898,205.21 394,332.40 1,610,167.83 179,619.71
Cash paid for investment
9,703,810.37 4,832,289.84 29,296,675.30 22,372,749.70
Net cash paid to acquire subsidiaries and other
business units -2,895.34 695,044.89
Cash paid in relation to other investing
activities
Subtotal of cash outflows from investing
activities 11,599,120.24 5,226,622.24 31,601,888.02 22,552,369.41
Net cash flows from investing activities -9,849,714.92 -23,852.84 -24,179,641.66 -18,998,422.50
III Cash flows from financing activities:
Cash received as capital contributions
1,651,108.79 1,637,648.82
Including: Cash received by subsidiaries as
investments from minority shareholders 13,459.97
Cash received as borrowings
19,484,159.90 36,914,176.05 2,700,000.00
Cash received from issuance of medium-term
notes
Cash received from issuance of short-term
financing bonds
Cash received in relation to other financing
activities
Subtotal of cash inflows from financing
40
The Report for the Third Quarter of 2015 of Midea Group Co., Ltd.
activities 21,135,268.69 1,637,648.82 36,914,176.05 2,700,000.00
Cash repayments for borrowings
22,253,996.93 500,000.00 33,441,969.54 2,840,000.00
Cash paid for medium-term notes
1,000,000.00 1,000,000.00
Cash paid for short-term financing bonds
Cash paid for interest expenses and
distribution of dividends or profits 4,781,153.29 5,233,029.55 3,786,737.44 3,950,745.81
Including: dividends or profits paid by
subsidiaries to minority shareholders 476,028.33 342,464.38
Cash paid in relation to other financing
activities 999,997.67 999,997.67
Sub-total of cash outflows from financing
activities 28,035,147.89 6,733,027.22 38,228,706.98 7,790,745.81
Net cash flows from financing activities -6,899,879.20 -5,095,378.40 -1,314,530.93 -5,090,745.81
IV Effect of foreign exchange rate changes on
cash and cash equivalents -17,500.92 -8,090.92
V Net increase in cash and cash equivalents 1,203,388.85 2,899,394.91 -11,648,559.43 -6,465,860.80
Add: Opening balance of cash and cash
equivalents 5,272,238.35 6,879,717.05 16,763,873.80 13,809,135.41
VI Closing balance of cash and cash
equivalents 6,475,627.20 9,779,111.96 5,115,314.37 7,343,274.61
Legal representative: Fang Hongbo Person-in-charge of the accounting work: Yuan Liqun
Chief of the accounting division: Chen Jianwu
II Auditor’s report
Is this Report audited by a CPAs firm?
□ Yes √ No
This Report is un-audited by a CPAs firm.
Midea Group Co., Ltd.
Legal Representative: Fang Hongbo
29 October 2015
41
