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美的集团:2016年第三季度报告全文(英文版)2016-11-12  

						              The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.




         Midea Group Co., Ltd.
Interim Report for the Third Quarter 2016




                   October 2016




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                              The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.




          Section I Important Notes, Contents and Definitions

1.1 The Board of Directors, Board of Supervisors, directors, supervisors and senior
management of Midea Group Co., Ltd. (hereinafter referred to as the “Company”)
hereby guarantee that the information presented in this Report is truthful, accurate
and complete, and shall together be jointly and severally liable for any false records,
misleading statements or material omissions in this Report.
1.2 All directors of the Company attended the Board meeting for reviewing this
Report.

1.3 This Report has not been audited by a CPAs firm.
1.4 Mr. Fang Hongbo, chairman of the Board and president of the Company and Mr.
Xiao Mingguang, responsible person for the Company’s financial affairs have
represented and warranted that the financial statements carried in this Report are
truthful, accurate and complete.




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                                                 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.




      Section II Financial Highlights & Changes in Shareholders

I Key accounting data and financial indicators

Does the Company perform a retroactive adjustment to or restatement of accounting data of previous
years due to changes in accounting policy or correction of any accounting error?

□ Yes √ No

                                                  30 Sept. 2016               31 Dec. 2015                 YoY Change (%)

Total assets (RMB'000)                                    162,991,610                  128,841,935                        26.51%

Net     assets    attributable    to     the
shareholders       of   the      Company                   58,385,178                   49,201,852                        18.66%
(RMB'000)

                                               Jul.-Sept. 2016     YoY Change (%)        Jan.-Sept. 2016       YoY Change (%)

Operating revenues (RMB'000)                        38,856,130                34.61%           116,378,417                  4.49%

Net     profits   attributable    to     the
shareholders       of   the      Company              3,311,500               23.20%            12,807,993                16.31%
(RMB'000)

Net     profits   attributable    to     the
shareholders       of   the      Company
                                                      3,131,646               61.21%            12,231,890                30.47%
excluding non-recurring gains and
losses (RMB'000)

Net cash flows from operating
                                                     --                  --                     19,037,495                  5.94%
activities (RMB'000)

Basic       earnings      per          share
                                                            0.51              21.43%                   2.00               15.61%
(RMB/share)

Diluted      earnings      per         share
                                                            0.51              21.43%                   1.99               15.70%
(RMB/share)

Weighted average ROE (%)                                  5.82%                0.07%                 23.76%                -1.70%

Note: On June 30, 2016, Midea completed the transaction to acquire 80.1% stake in Toshiba’s home appliances business, Toshiba
Lifestyle Products & Services Corporation (“TLSC”). Due to the consolidation of TLSC, the 2016Q3 results include TLSC’s revenue of
3,873,064,000 RMB and Net profits attributable to the shareholders of the Company of 19,702,000 RMB.




Total share capital of the Company on the last trading session before the disclosure of this Report:

Total share capital of the Company on the last trading
                                                                                                                   6,450,774,771
session before the disclosure of this Report (share)

Fully diluted earnings per share based on the latest                                                                          1.99

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                                                 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.


share capital above (RMB/share)

Items and amounts of non-recurring gains and losses
√ Applicable □ N/A
                                                                                                                     Unit: RMB'000

                                 Item                                          Amount                         Note

Gains or losses on disposal of non-current assets (including
                                                                                         -22,992
the offset asset impairment provisions)

Government grants charged to the gains/losses for the
Reporting Period (except for the government grants closely
related to the business of the Company and given at a fixed                            1,042,565
quota or amount in accordance with nationally uniform
standards)

Gains or losses on the changes in the fair value of
held-for-trading financial assets and liabilities, as well as
investment gains or losses on the disposal of held-for-trading
                                                                                        -605,843
financial assets and liabilities and available-for-sale financial
assets, except for the effectively hedging business related to
normal business operations of the Company

Non-operating incomes and expense other than the above                                    87,213

Less: Income tax effects                                                                  39,586

        Minority interests effects (after tax)                                          -114,746

Total                                                                                    576,103                --

Explain the reasons if the Company classifies an item as a non-recurring gain/loss according to the
definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering
Their Securities to the Public—Non-recurring Gains and Losses, or classifies any non-recurring
gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item:
□ Applicable √ N/A
No such cases in the Reporting 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


Total number of ordinary shareholders at                         Total number of preference shareholders with
                                                    106,167                                                               0
the end of the Reporting Period                                  resumed voting rights at the period-end (if any)

                                        Shareholdings of the top 10 ordinary shareholders



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                                              The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.


                                                  Shareholdi                        Number of        Pledged or frozen shares
                                                                Total ordinary
                                  Nature of           ng                            restricted
   Name of shareholder                                         shares held at                            Status of     Number of
                                shareholder       percentage                     ordinary shares
                                                               the period-end                             shares         shares
                                                      (%)                             held

                              Domestic
Midea Holding Co., Ltd.                               34.79% 2,244,375,000                               Pledged      854,955,000
                              corporation

China Securities Finance      Domestic
                                                       2.85%     184,076,580
Corporation Limited           corporation

                              Domestic
Fang Hongbo                                            2.12%     136,990,492         102,742,869
                              individual

Hillhouse Capital
                              Foreign
Management Limited-                                   1.77%      113,891,138
                              corporation
HCM China Fund

Ningbo Maysun Equity
                              Domestic
Investment Partnership                                 1.74%      112,500,000
                              corporation
(limited partnership)

                              Domestic
Huang Jian                                             1.71%      110,000,000
                              individual

Guotai Junan - Constrution Foreign
                                                       1.57%     101,283,468
Bank - Shanghai HSBC          corporation

                              Domestic
Yuan Liqun                                             1.41%       90,750,000         90,750,000
                              individual

Tianjin CDH Jiatai Equity
                              Domestic
Investment Partnership                                 1.36%       87,777,826
                              corporation
(limited partnership)

                              Domestic
Xiaomi Technology Co., Ltd                             1.28%       82,500,000         82,500,000
                              corporation

                             Shareholdings of the top 10 non-restricted ordinary shareholders

                                                       Number of non-restricted                     Type of shares
             Name of shareholder                      ordinary shares held at the
                                                                                                 Type                 Number
                                                               period-end

Midea Holding Co., Ltd.                                              2,244,375,000 RMB ordinary share                2,244,375,000

China Securities Finance Corporation Limited                           184,076,580               Ditto                184,076,580

Hillhouse Capital Management Limited-HCM
                                                                       113,891,138               Ditto                113,891,138
China Fund

Ningbo Maysun Equity Investment Partnership
                                                                       112,500,000               Ditto                112,500,000
(limited partnership)

Huang Jian                                                             110,000,000               Ditto                110,000,000

Guotai Junan - Constrution Bank - Shanghai                             101,283,468               Ditto                101,283,468

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HSBC

Tianjin CDH Jiatai Equity Investment
                                                                           87,777,826            Ditto       87,777,826
Partnership (limited partnership)

Central Huijin Asset Management Co., Ltd.                                  78,474,900            Ditto       78,474,900

He Xiangjian                                                               77,334,548            Ditto       77,334,548

Huang Xiaoming                                                             77,085,099            Ditto       77,085,099

Related-parties or acting-in-concert parties
among the top ten non-restricted ordinary
                                                       The controling Shareholer of Midea Holding Co., Ltd is Mr. He
shareholders       and    between    the   top   ten
                                                       Xiangjian, they are acting-in-concert parties.
non-restricted ordinary shareholders and the
top ten ordinary shareholders

Explanation        on    the   top   10    ordinary
shareholders participating in securities margin N/A
trading (if any)



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 Reporting Period.


2. Total number of preference shareholders and shareholdings of the top ten preference
shareholders at the period-end


□ Applicable √ N/A




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                                         The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.




                                  Section III Significant Events

 I Major changes of main items in financial statements and financial indicators within
 the Report Period, as well as the reasons for the changes


 √ Applicable □ N/A

                                                                                                       Unit: RMB’000

                                  30 Sept.       30 Sept.       YoY Change
   Balance sheet items                                                           Main reasons for the changes
                                   2016           2015              (%)
Advances to suppliers              2,106,914        988,625          113.12%    Mainly due to purchase of materials

                                                                                Mainly due to operational changes of
Loans and advances                 11,940,979     6,608,705           80.69%
                                                                                the finance company

Available-for-sale financial                                                    Mainly due to the share purchase of
                                   5,097,575      3,289,954           54.94%
assets                                                                          Germany company KUKA

                                                                                Mainly due to appraisal of intangible
Intangible Asset                   5,986,226      3,392,402           76.46%    assets resulting from acquisition of
                                                                                Toshiba home appliance business
                                                                                Mainly due to acquisition of Toshiba
Goodwill                           4,862,150      2,393,066          103.18%
                                                                                home appliance business

                                                                                Mainly due to purchase of wealth
Other non-current assets           4,853,722        669,730          624.73%    management products with over one
                                                                                year maturity period

Taxes payable                      2,798,083      1,607,181           74.10%    Mainly due to increase of VAT & CIT

Interests payable                     48,749           9,343         421.77%    Mainly due to increase of interests

                                                                                Mainly due to increase of payment of
Dividends payable                    196,694        118,851           65.50%
                                                                                dividend of subsidiaries

                                                                                Mainly due to acquisition of Toshiba
Other accounts payable             2,229,265      1,139,306           95.67%
                                                                                home appliance business

Long-term borrowings                2,110,281        90,061        2,243.17%    Mainly due to increase of borrowings

Debentures payable                 4,617,408                0        100.00%    Mainly due to issuance of debentures

                                                                                Mainly due to acquisition of Toshiba
Long-term payroll payable          1,385,592                0        100.00%
                                                                                home appliance business

                                                                                Mainly due to appraisal related to the
Deferred income tax liabilities    1,675,765         40,464        4,041.37%    acquisition of Toshiba home appliance
                                                                                business

                                                                                Mainly due to acquisition of Toshiba
Other non-current liabilities        867,399        157,194          451.80%
                                                                                home appliance business

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                                Jan.-Sept.     Jan.-Sept.     YoY Change
Income statement items                                                          Main reasons for the changes
                                   2016           2015            (%)
                                                                               Mainly due to increase of interests
Financial expenses                 -913,165        100,875        -1,005.24%
                                                                               income and depreciation of RMB
                                                                               Mainly due to yoy increase of change
Asset impairment loss               211,833         87,844          141.15%
                                                                               in accounts receivable
                                                                               Mainly due to changes in the fair value
Gains on fair value changes        -488,089         45,766        -1,166.49%
                                                                               of derivative financial instruments

Cash flow statement             Jan.-Sept.     Jan.-Sept.     YoY Change
                                                                                Main reasons for the changes
items                              2016           2015            (%)
Net cash flows from investing                                                  Mainly due to increase of wealth
                                -17,770,441      -9,849,714          80.42%
activities                                                                     management and structured deposits

Net cash flows from financing
                                  1,992,708      -6,899,879         -128.88%   Mainly due to increase of borrowings
activities


 II Progress, influence and solutions of significant events


 √ Applicable □ N/A

       The Proposal Regarding Tender Offer of KUKA AG was reviewed and approved at the 11th and 12th

 Meeting of the Second Board of Directors and at the Third Extraordinary General Meeting of

 Shareholders for 2016. The Company, through its subsidiary MECCA International (BVI) Limited, has

 launched a voluntary public tender offer for all shares in KUKA AG (KUKA). It is offering EUR 115 in cash

 in exchange for each KUKA share. The acquisition shall be financed by the Company’s own cash and

 syndicated loans.

       By the end of the additional acceptance period on August 4th, 2016, 80.04% of KUKA shares were

 tendered. The total number of KUKA shares for which the takeover offer has been accepted during the

 offer period plus the 13.51% KUKA shares indirectly held by Midea prior to the takeover offer, result in

 94.55% of the issued share capital and the existing voting rights of KUKA.

       By August 20th, 2016, one of the Completion Conditions of the tender offer, “BMWi has not

 prohibited the direct or indirect acquisition of voting rights in KUKA”, has been fulfilled.

       Up to the disclosure of this report, all required merger control procedures in the countries related to

 this transaction, i.e. EU, US, China, Russa, Brazil and Mexico, have been cleared.

       This transaction is still subject to approvals by CFIUS and DDTC from the US which shall be

 obtained before March 31st, 2017.

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III Undertakings made by the Company, its shareholders, actual controllers, acquirers, directors, supervisors, senior
management staff or other related parties fulfilled in the Reporting Period or ongoing at the Reporting Period

√ Applicable □ N/A

               Undertaking         Type of                                                                              Undertakin
Undertaking                                                          Details of undertaking                                               Term                  Particulars on the performance
                   giver        undertaking                                                                               g date

                                              1. Midea Holding and He Xiangjian have undertaken as follows:
                                              Within 36 months from the listing date of Midea Group's stocks,                        36 months from
               Controlling
                                              they will neither transfer or entrust others to manage their                           the day of Midea
               shareholder,                                                                                                                                1. There has been no violation of this
                              Share lock-up   directly and indirectly held shares of Midea Group issued prior 2013.03.28 Group’s                listing
               actual                                                                                                                                      undertaking.
                                              to this issuance, nor sell them to Midea Group. If they break the                      (2013.09.18-201
               controller
                                              above undertaking, they will assume all liabilities arising                            6.09.18)
                                              therefrom.
Undertaking
                                              2. Midea Holding and He Xiangjian have undertaken as follows:
made in
                                              He Xiangjian, Midea Holding and their controlled enterprises
offering
                                              will remain independent from Midea Group in respect of
documents
               Controlling                    personnel, finance, assets, business and institutions, in
or
               shareholder, Maintenance of    accordance with relevant laws and regulations and regulatory                                                 2. There has been no violation of this
shareholding                                                                                                            2013.03.28 Long-standing
               actual         independence    documents. They will faithfully fulfill the above undertaking, and                                           undertaking.
alternation
               controller                     assume the corresponding legal liability. If they fail to fulfill their
documents
                                              obligations and responsibilities conferred by the undertaking,
                                              they will bear the corresponding legal liabilities according to
                                              relevant laws, rules, regulations and regulatory documents.

               Controlling    Avoiding        3. In order to avoid possible competition within the industry
               shareholder, competition       between Midea Group and Midea Holding and its controlled                                                     3. There has been no violation of this
                                                                                                                        2013.03.28 Long-standing
               actual         within the      enterprises as well as He Xiangjian, his immediate family and                                                undertaking.
               controller     industry        his controlled companies, Midea Holding and He Xiangjian

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                                                   The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
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 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 such production and operations, 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 to 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
Midea Holding is identified as the controlling shareholder of
Midea Group, and He Xiangjian the actual controller, they will
not change or terminate this undertaking.

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                               (5) Midea Holding and He Xiangjian 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. 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, Midea Holding
                               and He Xiangjian 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
Controlling
               Regulation of   agent, they will sign legal normative agreements with Midea
shareholder,                                                                                                                  4. There has been no violation of this
               related         Group, and go through approval procedures in accordance with 2013.03.28 Long-standing
actual                                                                                                                        undertaking.
               transactions    related laws, regulations, rules, other regulatory documents,
controller
                               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

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                                  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
                                  Midea Holding is identified as the controlling shareholder of
                                  Midea Group, and He Xiangjian the actual controller, they shall
                                  not change or terminate this undertaking.
                                  (5) Midea Holding and He Xiangjian 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. On 4 January 2001, the Midea Trade Union Committee
                                  signed the "Equity Transfer Contract" with five people, namely
                                  He Xiangjian, Chen Dajiang, Feng Jingmei, Chen Kangning and
                                  Liang Jieyin, where it transferred all its limited equity of Midea
              On Midea Trade
                                  Group (22. 85%) respectively to those five people. According to                                      5.    So   far,   there   have     been       no
Controlling   Union
                                  the confirmation letter issued by members of the Midea Trade                                         controversy or potential disputes arising
shareholder, Committee
                                  Union Committee at that time, the equity transfer price was 2013.03.28 Long-standing                 from this shareholding transfer. There
actual        transferring its
                                  determined after mutual discussion on the basis of their true                                        has    been       no   violation        of   this
controller    limited equity of
                                  opinions, therefore there was no dispute or potential dispute.                                       undertaking.
              Midea Group
                                  On 28 June, 2013, Foshan Shunde Beijiao General Union,
                                  superior department of Midea Trade Union Committee, issued a
                                  confirmation letter to the fact that the Midea Trade Union
                                  Committee funded the establishment of Midea Group Co., Ltd.
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                                   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 any
                                   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 to 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. Midea Holding and He Xiangjian have undertaken to be liable
               Issues       about for (1) paying such expenses and related expenses on time
               Payment of the based on the requirements of relevant state departments if
                                                                                                                                6.   So     far,   there   have   been   no
               Staff        Social Midea Group is required to be liable for the payment of staff
Controlling                                                                                                                     controversy or potential disputes arising
               Insurance       and social insurance, housing provident fund and the payment
shareholder,                                                                                                                    from the payment of the staff social
               the        Housing required by relevant state authorities prior to this merger, (2) 2013.03.28 Long-standing
actual                                                                                                                          insurance and the housing provident
               Provident      Fund paying corresponding compensation for all direct and indirect
controller                                                                                                                      fund. There has been no violation of this
               involved          in losses incurred by Midea Group and its subsidiaries due to this
                                                                                                                                undertaking.
               Midea      Group's merger, (3) indemnifying and holding harmless Midea Group
               Overall Listing     and its subsidiaries in time from such expenses when Midea
                                   Group and its subsidiaries are required to pay them in advance.

               Issues about        7. Undertakings on issues about asset alteration, asset flaw and                             7.   So     far,   there   have   been   no
               asset alteration, house leasing of Midea Group and its subsidiaries                                              controversy or potential disputes arising
Controlling
               asset flaw and      Midea Holding and He Xiangjian have undertaken as follows:                                   from asset alteration, asset flaw and
shareholder,
               house leasing of (1) Midea Holding will do its utmost to assist and urge Midea 2013.03.28 Long-standing          house leasing. There has been no
actual
               Midea Group      Group (including its subsidiaries) to complete renaming                                         violation of this undertaking. Midea
controller
               and its          procedures of related assets, such as land, housing,                                            Holding will keep this undertaking long
               subsidiaries        trademarks, patents and stock rights, declared in the related                                standing.


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                                                            The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
files of this merger. Midea Holding will be liable for all
compensations of losses caused by issues about renaming
procedures of related assets mentioned above to Midea Group.
(2) Midea Holding shall do its utmost to assist Midea Group
(including its subsidiaries) to apply for ownership certificates of
land and housing or property declared in related files of this
merger.
(3) Midea Holding shall assist Midea Group (including its
subsidiaries)    to   re-apply    for     corresponding      construction
procedures and apply for their ownership certificates for houses
without complete procedures, as happened in the past, to apply
for the ownership certificate. If the competent authorities
requires Midea Group to dismantle buildings that cannot
acquire   the    re-application     for     real   estate     registration
procedures, Midea Holding shall do its utmost to provide
assistance and be liable for any related expenses used in
dismantling such buildings by Midea Group (including its
subsidiaries).
(4) Under any circumstances that Midea Group suffers from
losses incurred from no longer using these properties or
presently using the land or house above due to failing to obtain
or collect in time the ownership certificates of the land or house
above or any losses caused by any other reasons, Midea
Holding shall compensate any loss for these reasons in time
and in full. Midea Holding shall compensate the actual loss
Midea Group suffers from any circumstances above resulting in
penalties subjected to from competent authorities or through
claims from any other third party.
(5) Based on issues of defective house leasing declared in

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                               related files of this merger, Midea Holding shall provide
                               sufficient compensations for all economic losses incurred by
                               Midea Group (including its subsidiaries) where the leasehold
                               relations above become invalid or other disputes occur, which
                               are caused by rights claims from a third party or by means of an
                               administrative authority exercising a right and therefore results
                               in any economic losses due to eviction from rental houses, or
                               any   penalties    subjected   to   by   competent    government
                               departments or any recourse from related parties.
                               (6) Based on the issues of defective land leasing declared in
                               related files of this merger, when leasehold relations become
                               invalid caused by defects of land leasing or when other disputes
                               occur, resulting in any economic losses to Midea Group
                               (including   its   subsidiaries)    or   through    any   penalties
                               administered by competent government departments. Likewise
                               if the lessor cannot compensate for losses caused by such
                               defective leasing, Midea Holding shall compensate Midea
                               Group for losses caused by such defective land leasing.
                               Midea Holding and He Xiangjian will compensate any losses of
                               Midea Group where a violation of guarantees and undertakings
                               referred to previously occurs or such guarantees and
                               undertakings are not consistent with the reality.

                               Shareholders of Midea Group, Ningbo Maysun, Fang Hongbo,
                               Huang Jian, Cai Qiwu, Yuan Liqun, Huang Xiaoming, Li                          36 months from
                               Jianwei, Zheng Weikang promise that since Midea Group was                     the day of Midea
Other                                                                                                                             This undertaking has expired. There has
               Share lock-up   listed on the Shenzhen Stock Exchange, transferring shares or 2013.03.28 Group’s        listing
shareholders                                                                                                                      been no violation of this undertaking.
                               delegating others to manage their shares with either direct or                (2013.09.18-201
                               indirect ownership of Midea Group, issued before this time, has               6.09.18)
                               been forbidden for 36 months. Midea Group is not allowed to

                                                                                                                                                                15
                                                                                           The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
                                           buy back those shares either.

                                           Xiaomi Technology has given an undertaking that it shall not               36 months from
Undertakings
                                           transfer the shares that it had subscribed for in this private             the listing date of There has been no violation of this
given in time Xiaomi           Private
                                           offering with Midea Group within 36 months from the completion 2015.06.26 this private         undertaking.
of     IPO     or Technology   placement
                                           date of this offering (26 June 2015, the listing date for this             offering, i.e. to
refinancing
                                           offering).                                                                 26 June 2018

Whether the

undertaking
                     Yes
is fulfilled on

time

Specific
reasons       for
failing to fulfill
any                  N/A
undertaking
and plan for
the next step




                                                                                                                                                                       16
                                        The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.


IV Operating result forecast for the year of 2016

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 √ N/A


V Securities investment

□ Applicable √ N/A

No such cases in the Report Period.

VI Investments in financial derivatives

√ Applicable □ N/A
                                                                                                    Unit: RMB'0,000
                                                                                         Ratio of
                                                                                         investm
                                                                                            ent
                                                                                         amount
            Wh
                                                                                          at the
           ethe                                                  Sold
                                               Investme Purcha                            end of
             r it                                               amou Amount Investme
      Rel                                          nt     sed                      nt       the   Actual
            is a Type    Initial                                 nt in provide
Opera ated                       Comme Termina amount amount                   amount period      gain or
           relat of    investme                                  the    d for
 ting part                       ncemen tion     at the  in the                           to the   loss
           ed-p deriva     nt                                   Repor impairm at the end
party y or                        t date date beginning Reporti                           Compa amount for
           arty tive amount                                      ting ent (if   of the ny's net the period
       not                                       of the    ng
           tran                                                 Perio any)      period
                                                 period Period                            assets
           sact                                                    d
                                                                                          at the
            ion
                                                                                          end of
                                                                                            the
                                                                                          period
                                                                                           (%)
Futur          Futur
  es           es                        2016.01 2016.12                                                0.0004
      No    No                 748.20                                   -      -       -         25.5                    234.9
comp           contra                    .01     .31        748.20                                          %
 any           cts
               Forwa
               rd
                               2016.01 2016.12                                                          -0.5928
Bank No     No forex -8,414.40                                          -      -       -      -39,095           -54,459.4
                               .01     .31     -8,414.40                                                     %
               contra
               cts
                                                                                                        -0.5924
Total                        -7,666.20      --      --     -7,666.20    -      -       -    -39,069.5           -54,224.5
                                                                                                             %
Source of derivatives
                      All from the Company's own cash.
investment funds
Litigation involved    (if
                             N/A
applicable)
Disclosure date of the
announcement        about
the board’s consent for 2016.03.26
the            derivative
investment (if any)
Disclosure date of the 2016.04.27
announcement     about
                                                                                                                    17
                                         The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
the general meeting’s
consent       for   the
derivative investment (if
any)
                               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 of avoiding the risks of exchange and interest
                               rate fluctuation, realizing the preservation and appreciation of forex assets, reducing forex
                               liabilities, as well as achieving 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
Risk       analysis      of    the Company to suffer from loss during the course of its futures business and forex funds
positions       held     in    business.
derivatives during the         Control measures: The Company has not only developed relevant management systems that
Reporting Period and           clearly defined the assignment of responsibility and approval process for the futures business
explanation of control         and forex funds business, but also established a comparatively well-developed monitoring
measures (including but        mechanism, aiming to effectively reduce operational risk by strengthening risk control over the
not limited to market          business, decision-making and trading processes.
risk, liquidity risk, credit   3. Market risk Uncertainties caused by changes in the prices of bulk commodity and exchange
risk, operational risk         rate fluctuations in foreign exchange market could lead to greater market risk in the futures
and legal risk)                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 in market
price or fair value of
derivatives       product
invested during the            1. Gain/loss from futures hedging contracts incurred during the Reporting Period was
Reporting         Period:      RMB2.349mn;
specific methods used          2. Gain/loss from forward forex contracts incurred during the Reporting Period was
and              relevant      RMB-544.594mn;
assumption           and       3. Public quotations in futures market or forward forex quotations announced by the Bank of
parameter settings shall       China are used in the analysis of derivatives fair value.
be      disclosed     for
analysis of fair value of
derivatives
Explanation            of
significant changes in
accounting policies and
specific        financial N/A
accounting principles in
respect      of      the
Company's derivatives

                                                                                                                         18
                                  The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
for the Reporting Period
as compared to the
previous       Reporting
Period
                      The Company's independent directors are of the view that the futures hedging business is an
Special     opinions
                      effective instrument for the Company to eliminate price volatility and implement risk prevention
expressed          by
                      measures through enhanced internal control, thereby improving the operation and
independent directors
                      management of the Company; the Company's foreign exchange risk management capability
concerning        the
                      can be further improved through the forex funds business, so as to maintain and increase the
Company's derivatives
                      value of foreign exchange assets and the abovementioned investment in derivatives can help
investment and risk
                      the Company to fully bring out its competitive advantages. Therefore, it is practicable for the
control
                      Company to carry out derivatives investment business, and the risks are controllable.


VIII Visits received during the Report Period

√ Applicable □ N/A
          Date                   Type of visit              Type of visitor                   Discussions
       2016-07-05               Teleconference                Institution
       2016-07-06                Field research               Institution
       2016-07-08             A-Share Conference              Institution
       2016-07-08                Field research               Institution        Please refer to Investor Relations
                                                                                 Activities from 5 July 2016 to 29 July
       2016-07-12                Field research               Institution
                                                                                 2016 on the website of
       2016-07-13             A-Share Conference              Institution        www.cninfo.com.cn
       2016-07-14             A-Share Conference              Institution
       2016-07-19                Field research               Institution
       2016-07-20                Field research               Institution
       2016-07-21             A-Share Conference              Institution
       2016-07-22             A-Share Conference              Institution
       2016-07-25               Teleconference                Institution
       2016-07-29               Teleconference                Institution
       2016-08-31               Teleconference                Institution
       2016-09-01             A-Share Conference              Institution
       2016-09-02             A-Share Conference              Institution
       2016-09-02                 Roadshow                    Institution
       2016-09-05             A-Share Conference              Institution
       2016-09-06             A-Share Conference              Institution
       2016-09-06                 Roadshow                    Institution
       2016-09-07             A-Share Conference              Institution
       2016-09-08             A-Share Conference              Institution
       2016-09-08               Teleconference                Institution        Please refer to Investor Relations
                                                                                 Activities from 31 August 2016 to 30
       2016-09-09             A-Share Conference              Institution
                                                                                 September 2016 on the website of
       2016-09-12               Teleconference                Institution        www.cninfo.com.cn
       2016-09-13             A-Share Conference              Institution
       2016-09-20                 Roadshow                    Institution
       2016-09-21                Field research               Institution
       2016-09-22             A-Share Conference              Institution
       2016-09-23                Field research               Institution
       2016-09-27             A-Share Conference              Institution
       2016-09-28             A-Share Conference              Institution
       2016-09-29                Field research               Institution
       2016-09-30               Teleconference                Institution

                                                                                                               19
                            The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
IX Irregular provision of guarantees

□ Applicable √ N/A

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 √ N/A

No such cases in the Report Period.




                                                                                                        20
                                The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.



                           Section IV Financial Statements


I Financial statements
                                         Balance Sheet
Prepared by: Midea Group Co., Ltd.                                                            Unit:RMB’000

                                           Consolidated                          The Company
           Assets
                                30-Sept-16           31-Dec-15            30-Sept-16         31-Dec-15

 Current assets

   Cash at bank and on
                                     18,583,682           11,861,977         14,219,823         14,213,747
 hand
   Deposits with central
                                       861,138             1,048,045
 bank                                                                                  -                    -
   Deposits with banks and
                                      5,049,747            4,062,807
 other financial institutions                                                          -                    -
   Derivative financial
                                          7,313             158,822
 assets                                                                                -                    -

   Notes receivable                  10,948,120           12,889,151            591,180            727,218

   Accounts receivable               12,726,023           10,371,718
                                                                                       -                    -

   Advances to suppliers              2,106,914             988,625              10,972              8,915

   Loans and advances                11,940,979            6,608,705
                                                                                       -                    -

   Dividends receivable                                                       1,072,306            290,245
                                              -                    -

   Other receivables                   804,792             1,101,339         11,963,777          7,461,039

   Inventories                       10,434,353           10,448,937
                                                                                       -                    -

   Other current assets              40,223,937           33,827,580         24,505,701         21,059,789

     Total current assets         113,686,998             93,367,706         52,363,759         43,760,953

 Non-current assets

    Available-for-sale
                                      5,097,575            3,289,954             24,556              9,000
 financial assets

   Long-term receivables                39,780
                                                                   -                   -                    -
   Long-term equity
                                      2,908,769            2,888,274         23,478,806         23,126,546
 investments

   Investment properties               140,413              150,803             273,359            286,272

   Fixed assets                      20,836,612           18,729,881          1,042,917          1,107,082

   Construction in progress           1,050,564             954,761             770,366            543,588

                                                                                                            21
                               The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.

   Intangible assets               5,986,226             3,392,402             241,957            248,482

   Goodwill                        4,862,150             2,393,066
                                                                                      -                    -
   Long-term prepaid
                                     633,656               781,359              44,232             57,393
 expenses
   Deferred income tax
                                   2,895,145             2,223,999               7,156              7,961
 assets

   Other non-current assets        4,853,722               669,730           4,015,000
                                                                                                           -
     Total non-current
                                  49,304,612            35,474,229          29,898,349         25,386,324
 assets

       TOTAL ASSETS              162,991,610           128,841,935          82,262,108         69,147,277


Legal representative: Fang Hongbo             Person-in-charge of the accounting work: Xiao Mingguang
Chief of the accounting division: Chen Lihong




                                                                                                           22
                                     The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.


                                    Balance Sheet (Continued)
Prepared by: Midea Group Co., Ltd.                                                                 Unit:RMB’000
                                                Consolidated                           The Company
 Liabilities and Shareholders'
 Equity
                                        30-Sept-16          31-Dec-15          30-Sept-16         31-Dec-15
 Current liabilities

 Short-term borrowings
                                             4,731,148          3,920,933                             1,290,000
                                                                                            -
 Borrowings from the Central
                                                80,730
 Bank                                                                    -                  -                    -
 Customer         deposits and
 deposits from banks and other
                                                55,561             52,000
 financial institutions                                                                     -                    -

 Derivative financial liabilities
                                               376,221             33,377                                22,671
                                                                                            -
 Financial assets sold under
                                                                  651,784
 repurchase agreements                                -                                     -                    -
 Notes payable
                                            21,547,591         17,078,520
                                                                                            -                    -
 Accounts payable                           21,321,068         17,448,684            27,965               9,403
 Advances from customers
                                             6,612,400          5,616,361
                                                                                            -                    -
 Payroll payable                             2,141,151          2,229,332              1,441             13,411
 Taxes payable                               2,798,083          1,607,181            23,263              52,656
 Interests payable                              48,749              9,343           236,188             200,090
 Dividends payable
                                               196,694            118,851
                                                                                            -                    -
 Other payables                              2,229,265          1,139,306        54,281,776          45,166,453
 Current portion of non-current
                                                57,899
 liabilities                                                             -                  -                    -
 Other current liabilities                  23,000,383         22,098,177            28,330               5,106
      Total current liabilities             85,196,943         72,003,849        54,598,963          46,759,790
 Non-current liabilities

 Long-term borrowings
                                             2,110,281             90,061
                                                                                            -                    -
 Debentures     payable
                                             4,617,408
                                                                         -                  -                    -
 Long-term payables
                                               416,961
                                                                         -                  -                    -
 Payables for specific projects
                                                   500                500
                                                                                            -                    -
 Provisions
                                               302,642             38,893                                 3,800
                                                                                            -
 Deferred revenue
                                               470,765            479,352
                                                                                            -                    -
 Long-term payroll payable
                                             1,385,592
                                                                         -                  -                    -


                                                                                                                 23
                                   The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
 Deferred income tax liabilities
                                           1,675,765             40,464
                                                                                         -                     -
 Other non-current liabilities
                                             867,399            157,194
                                                                                         -                     -
        Total non-current
                                          11,847,313            806,464                                 3,800
 liabilities                                                                             -
  Total liabilities                       97,044,256         72,810,313        54,598,963          46,763,590
 Shareholders' equity

 Share capital                             6,450,552          4,266,839         6,450,552           4,266,839
 Capital surplus                          13,358,424         14,511,190         5,206,601           6,370,934
 Less: treasury stock
                                                    -                  -                 -                     -
 Other comprehensive income                (605,897)         (1,071,151)           19,104              21,006
 Surplus reserve                           1,846,523          1,846,523         1,846,523           1,846,523
 General reserve
                                             118,624            118,624
                                                                                         -                     -
 Undistributed profits                    37,216,952         29,529,827        14,140,365           9,878,385
 Total equity attributable to
 shareholders of the parent               58,385,178         49,201,852        27,663,145          22,383,687
 company
 Minority interests
                                           7,562,176          6,829,770
                                                                                         -                     -
   Total shareholders' equity             65,947,354         56,031,622        27,663,145          22,383,687
 TOTAL LIABILITIES AND
                                         162,991,610        128,841,935        82,262,108          69,147,277
 SHAREHOLDERS' EQUITY


Legal representative: Fang Hongbo             Person-in-charge of the accounting work: Xiao Mingguang
Chief of the accounting division: Chen Lihong




                                                                                                               24
                                        The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.


                                              Income Statement
Prepared by: Midea Group Co., Ltd.                                                                            Unit: RMB’000
                                                         Consolidated                              Company
                                                  Jan. – Sept.       Jan. – Sept.       Jan. – Sept.       Jan. – Sept.
                                                     2016                2015                2016                2015
1. Total revenue                                   117,077,949         112,033,855             851,892             683,222
Including: Operating revenue                       116,378,417         111,374,416             851,892             683,222
Interest income
                                                       691,759             656,236
                                                                                                          -                   -
Fee and commission income
                                                         7,773               3,203
                                                                                                          -                   -
2. Total Cost                                     (102,498,007)       (100,582,802)        (1,006,971)         (1,062,012)
Less:             Cost of sales                    (83,828,027)        (82,112,452)            (14,829)            (20,689)
Interest expenses
                                                      (384,002)           (448,163)
                                                                                                          -                   -
Fee and commission expenses
                                                        (2,012)             (1,564)
                                                                                                          -                   -
Taxes and surcharges                                  (662,794)           (737,243)             (7,988)             (2,714)
Selling and distribution expenses
                                                   (12,341,424)        (11,598,555)
                                                                                                          -                   -
General and administrative expenses
                                                    (5,981,080)         (5,496,106)          (276,093)           (366,531)

Financial expenses – net                              913,165            (100,875)          (708,030)           (672,619)
Asset impairment (loss)/reversal
                                                      (211,833)            (87,844)                (31)                541

Add: Gains/(losses) on changes in fair
                                                      (488,089)             45,766              22,673              (2,369)
value
Investment income                                    1,183,473           1,593,820           9,491,666           6,480,996
Including: Share of profit of associates
                                                       295,082              78,081             201,015              17,323
and joint ventures
3. Operating profit                                 15,275,326          13,090,639           9,359,260           6,099,837
Add: Non-operating income
                                                     1,258,778           1,224,384              44,954              62,081

Including: Gains         on       disposal   of
                                                        10,933              41,434                                  23,874
non-current assets                                                                                        -
Less:   Non-operating expenses
                                                      (193,914)           (184,525)             (3,681)             (8,525)

Including: Losses         on      disposal   of
                                                       (73,136)           (138,447)             (1,562)             (3,734)
non-current assets
4. Total profit                                     16,340,190          14,130,498           9,400,533           6,153,393
Less: Income tax expenses                           (2,588,202)         (2,301,994)            (17,685)          (149,031)
5. Net profit                                       13,751,988          11,828,504           9,382,848           6,004,362
Including: Net profit of the consolidated
subsidiaries before consolidation                                 -                   -                   -                   -
Attributable to shareholders of the parent
                                                    12,807,993          11,012,103           9,382,848           6,004,362
company
Minority interests
                                                       943,995             816,401
                                                                                                          -                   -
6. Other comprehensive income net of
                                                       538,964            (335,083)             (1,902)                (31)
tax
Attributable to shareholders of the parent
                                                       465,254            (171,375)             (1,902)                (31)
company

                                                                                                                                  25
                                    The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
(1) Other comprehensive income items
which    will   not     be     reclassified
                                                         -                -               -               -
subsequently to profit or loss
1)Changes in net liabilities or assets with
a    defined   benefit       plan     upon
                                                         -                -               -               -
re-measurement
2)Shares in other comprehensive
incomes in investees that cannot be
reclassified into gains and losses under                 -                -               -               -
the equity method
(2) Other comprehensive income items
which will be reclassified subsequently to        465,254        (171,375)          (1,902)            (31)
profit or loss
1)Share of the other comprehensive
income of the investee accounted for
using equity method which will be                 (56,537)         (3,904)          (1,902)            (31)
reclassified subsequently to profit and
loss
2)Changes       in     fair    value     of
available-for-sale financial assets               358,607         (89,149)
                                                                                          -               -

3)Effective portion of cash flow hedging
gains or losses                                          -                -               -               -
4)Translation of foreign currency financial
                                                  174,794          67,084
statements                                                                                -               -
5)Foreign-currency financial statement
translation difference                            (11,610)       (145,406)
                                                                                          -               -

Attributable to minority shareholders
                                                   73,710        (163,708)
                                                                                          -               -
7. Total comprehensive income
                                               14,290,952      11,493,421        9,380,946       6,004,331

Attributable to shareholders of the parent
                                               13,273,247      10,840,728        9,380,946       6,004,331
company
Attributable to minority shareholders
                                                1,017,705         652,693
                                                                                          -               -
8. Earnings per share                                            (restated)
Basic earnings per share (RMB Yuan)
                                                      2.00            1.73             N/A             N/A

Diluted earnings per share (RMB Yuan)
                                                      1.99            1.72             N/A             N/A


Legal representative: Fang Hongbo             Person-in-charge of the accounting work: Xiao Mingguang
Chief of the accounting division: Chen Lihong




                                                                                                                26
                                        The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.


                                              Income Statement
Prepared by: Midea Group Co., Ltd.                                                                            Unit: RMB’000
                                                         Consolidated                              Company
                                                  July – Sept.       July – Sept.       July – Sept.       July – Sept.
                                                     2016                2015                2016                2015
1. Total revenue                                    39,070,433          29,158,785             263,641             213,239
Including: Operating revenue                        38,856,130          28,865,272             263,641             213,239
Interest income
                                                       212,183             292,404
                                                                                                          -                   -
Fee and commission income
                                                         2,120               1,109
                                                                                                          -                   -
2. Total Cost                                     (35,679,594)        (26,950,391)           (247,382)           (392,706)
Less:             Cost of sales                   (28,961,867)        (22,233,546)              (1,181)             (6,348)
Interest expenses
                                                     (122,684)           (131,092)
                                                                                                          -                   -
Fee and commission expenses
                                                          (625)               (676)
                                                                                                          -                   -
Taxes and surcharges                                 (195,032)           (168,607)              (4,653)             (1,776)
Selling and distribution expenses
                                                   (4,156,246)         (2,612,456)
                                                                                                          -                   -
General and administrative expenses
                                                   (2,291,021)         (1,891,349)              62,445           (100,911)

Financial expenses – net                                7,904           (101,653)           (303,995)           (284,406)
Asset impairment (loss)/reversal
                                                        39,977             188,988                    2                735

Add: Gains/(losses) on changes in fair
                                                        37,000             263,230                                  (8,995)
value                                                                                                     -
Investment income                                      469,391             412,615           1,932,955           1,672,607
Including: Share of profit of associates
                                                        94,340              34,954              69,904              11,261
and joint ventures
3. Operating profit                                  3,897,230           2,884,239           1,949,214           1,484,145
Add: Non-operating income
                                                       355,506             573,793              43,117              11,937

Including: Gains         on       disposal   of
                                                         7,385               3,261                                   5,060
non-current assets                                                                                        -
Less:   Non-operating expenses
                                                       (90,115)            (84,109)             (2,124)             (4,066)

Including: Losses         on      disposal   of
                                                       (40,987)            (61,002)                (15)
non-current assets                                                                                                            -
4. Total profit                                      4,162,621           3,373,923           1,990,207           1,492,016
Less: Income tax expenses                            (641,531)           (493,987)              17,216             (31,996)
5. Net profit                                        3,521,090           2,879,936           2,007,423           1,460,020
Including: Net profit of the consolidated
subsidiaries before consolidation                                 -                   -                   -                   -
Attributable to shareholders of the parent
                                                     3,311,500           2,687,980           2,007,423           1,460,020
company
Minority interests
                                                       209,590             191,956
                                                                                                          -                   -
6. Other comprehensive income net of
                                                     (808,298)           (458,608)                8,675                (31)
tax
Attributable to shareholders of the parent
                                                     (811,460)           (386,133)                8,675                (31)
company

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                                    The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
(1) Other comprehensive income items
which    will   not     be     reclassified
                                                         -                -               -               -
subsequently to profit or loss
1)Changes in net liabilities or assets with
a    defined   benefit       plan     upon
                                                         -                -               -               -
re-measurement
2)Shares in other comprehensive
incomes in investees that cannot be
reclassified into gains and losses under                 -                -               -               -
the equity method
(2) Other comprehensive income items
which will be reclassified subsequently to       (811,460)       (386,133)           8,675             (31)
profit or loss
1)Share of the other comprehensive
income of the investee accounted for
using equity method which will be                   9,169            1,517           8,675             (31)
reclassified subsequently to profit and
loss
2)Changes       in     fair    value     of
available-for-sale financial assets              (723,900)       (100,067)
                                                                                          -               -

3)Effective portion of cash flow hedging
gains or losses                                          -                -               -               -
4)Translation of foreign currency financial
                                                   29,191        (293,331)
statements                                                                                -               -
5)Foreign-currency financial statement
translation difference                           (125,920)           5,748
                                                                                          -               -

Attributable to minority shareholders
                                                    3,162         (72,475)
                                                                                          -               -
7. Total comprehensive income
                                                2,712,792       2,421,328        2,016,098       1,459,989

Attributable to shareholders of the parent
                                                2,500,040       2,301,847        2,016,098       1,459,989
company
Attributable to minority shareholders
                                                  212,752         119,481
                                                                                          -               -
8. Earnings per share                                            (restated)
Basic earnings per share (RMB Yuan)
                                                      0.51                             N/A             N/A
                                                                      0.42
Diluted earnings per share (RMB Yuan)
                                                      0.51                             N/A             N/A
                                                                      0.42


Legal representative: Fang Hongbo             Person-in-charge of the accounting work: Xiao Mingguang
Chief of the accounting division: Chen Lihong




                                                                                                                28
                                    The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.



                                        Cash Flow Statement
Prepared by: Midea Group Co., Ltd.                                                                  Unit: RMB’000

                                                           Consolidated                      Company

                                                    Jan. – Sept.   Jan. – Sept.   Jan. – Sept.    Jan. – Sept.
                                                       2016            2015            2016             2015
1. Cash flows from operating activities

Cash received from sales of goods or rendering
                                                     112,216,632     92,229,531
of services                                                                                     -                -
Net increase in customer deposits and deposits
                                                           3,561
from banks and other financial institutions                                     -               -                -
Net increase in deposits with central bank
                                                         126,053          69,017
                                                                                                -                -
Net increase in borrowing from central bank
                                                          80,730
                                                                                -               -                -
Cash received       from    interest,   fee   and
                                                         700,653         659,439
commission                                                                                      -                -
Refund of taxes and surcharges
                                                       4,124,618       3,216,937
                                                                                                -                -
Cash received relating to other operating
                                                       2,201,828       3,700,556     10,532,437        14,319,778
activities
Sub-total of cash inflows
                                                     119,454,075     99,875,480      10,532,437        14,319,778

Cash paid for goods and services
                                                    (63,672,706)    (53,838,373)
                                                                                                -                -
Net decrease in customer deposits and deposits
from banks and other financial institutions                     -               -               -                -
Net decrease in loans and advances
                                                     (5,428,328)        (67,922)
                                                                                                -                -
Net decrease in deposits with central bank
                                                                         141,562
                                                                -                               -                -
Cash paid for interest, fee and commission
                                                       (387,319)       (451,072)
                                                                                                -                -
Cash paid to and on behalf of employees
                                                     (8,673,520)     (8,776,445)        (27,898)        (147,910)

Payments of taxes and surcharges
                                                     (6,828,734)     (6,747,191)        (52,312)         (14,244)

Cash paid relating to other operating activities
                                                    (15,425,973)    (12,165,557)     (4,590,393)       (6,138,998)

Sub-total of cash outflows                          (100,416,580
                                                                    (81,904,998)     (4,670,603)       (6,301,152)
                                                               )
Net cash flows from operating activities
                                                      19,037,495     17,970,482        5,861,834        8,018,626

2. Cash flows from investing activities

Cash received from disposal of investments
                                                      48,980,669           6,737     25,674,850            12,000

Cash received from returns on investments
                                                       1,339,590       1,529,729       8,738,751        4,917,338

Net cash received from disposal of fixed assets,
                                                         170,570         212,940             111              354
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries
                                                         272,899                                          273,077
and other business units                                                        -               -

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                                   The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.
Cash received relating to other investing
activities                                                     -               -              -                 -
Sub-total of cash inflows
                                                     50,763,728       1,749,406     34,413,712       5,202,769

Cash paid to acquire fixed assets, intangible
                                                    (1,605,425)     (1,898,205)       (247,748)      (394,332)
assets and other long-term assets
Cash paid to acquire investments
                                                   (65,071,957)     (9,703,810)    (35,644,352)     (4,832,290)

Net cash paid to acquire subsidiaries and other
                                                    (1,856,787)           2,895
business units                                                                                -                 -
Cash paid to other investment activities
                                                               -               -              -                 -
Sub-total of cash outflows
                                                   (68,534,169)    (11,599,120)    (35,892,100)     (5,226,622)

Net cash flows from investing activities
                                                   (17,770,441)     (9,849,714)     (1,478,388)        (23,853)

3. Cash flows from financing activities

Cash received from capital contributions
                                                        651,628                        635,611
                                                                      1,651,109                      1,637,649
Including:   Cash received   from   capital
contributions by minority shareholders of                16,017
                                                                         13,460               -                 -
subsidiaries
Cash received from borrowings
                                                     28,817,816     19,484,160       1,800,000
                                                                                                                -
Cash received from issuing short-term bonds
                                                      1,999,500                      1,999,500
                                                                               -                                -
Cash received relating to other financing
activities                                                     -               -              -                 -
Sub-total of cash inflows
                                                     31,468,944     21,135,269        4,435,111      1,637,649

Cash repayments of borrowings
                                                   (21,748,594)    (22,253,997)     (3,090,000)      (500,000)

Cash repayments for the issued short-term
                                                    (1,999,500)                     (1,999,500)
bonds                                                                          -                                -
Cash payments for interest expenses and
                                                    (5,728,142)     (4,781,153)     (6,234,046)     (5,233,030)
distribution of dividends or profits
Including: Cash payments for dividends or profit
                                                      (417,287)       (476,028)
to minority shareholders of subsidiaries                                                      -                 -
Cash payments to other financing activities
                                                                      (999,998)                      (999,998)
                                                               -                              -
Sub-total of cash outflows
                                                   (29,476,236)    (28,035,148)    (11,323,546)     (6,733,028)

Net cash flows from financing activities
                                                      1,992,708     (6,899,879)     (6,888,435)     (5,095,379)

4. Effect of foreign exchange rate changes
                                                        101,834        (17,501)
on cash and cash equivalents                                                                  -                 -
5. Net decrease in cash and cash equivalents
                                                      3,361,596       1,203,388     (2,504,989)      2,899,394

Add: Cash and cash equivalents at beginning of
                                                      5,187,317       5,272,238      6,245,008       6,879,717
year
6. Cash and cash equivalents at end of year
                                                      8,548,913       6,475,626      3,740,019       9,779,111


Legal representative: Fang Hongbo             Person-in-charge of the accounting work: Xiao Mingguang
Chief of the accounting division: Chen Lihong


                                                                                                               30
                             The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd.




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
                                                                           31 October 2016




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