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 1 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. 2 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 3 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 4 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 5 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. 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 6 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 7 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. 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. 8 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. 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 9 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. 10 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. (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 11 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. 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. 12 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. In addition the letter also confirmed that the council of Midea Trade Union Committee is entitled to dispose any property of the committee, and such property disposal does not need 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. 13 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 14 The Interim Report for the Third Quarter of 2016 of Midea Group Co., Ltd. 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 27 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 - - 29 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 31