Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
HEFEI MEILING CO., LTD.
THE THIRD QUARTERLY REPORT FOR 2011
(FULL TEXT)
§1. Important Notes
1.1 The Board of Directors and the Supervisory Committee of Hefei Meiling Co., Ltd. (hereinafter
referred to as the Company), along with all its directors, supervisors and senior executives hereby
confirm that there are no any important omissions, fictitious statements or serious misleading
information carried in this report, and shall take all responsibilities, individual and/or joint, for the
reality, accuracy and completion of the whole contents.
1.2 The Third Quarterly Financial Report 2011 of the Company has not been audited by CPAs.
1.3 Principal of the Company Mr. Zhao Yong, President Mr. Wang Yong, Person in Charge of
Accounting Works Mr. Yu Wanchun and Person in Charge of Accounting Organ (Accounting
Officer) Mr. Liu Bimin hereby confirm that the Financial Report of the Third Quarterly Report is
true and complete.
§2. Company Profile
2.1 Main accounting highlights and financial indexes:
In RMB Yuan
Increase/decrease
2011-9-30 2010-12-31
scope (%)
Total assets (RMB) 7,752,064,295.81 7,116,164,154.58 8.94%
Owners’ equities attributable to
the shareholders of listed 2,821,652,862.43 2,717,294,371.76 3.84%
company (RMB)
Share capital (Share) 636,449,338.00 530,374,449.00 20.00%
Net assets per share attributable
to the shareholders of listed 4.43 5.12 -13.48%
company (RMB/Share)
Increase/decreas Increase/decreas
July-Sept. 2011 e over the same e over the same
Jan.-Sept. 2011
period of the period of the
last year (%) last year (%)
Total operating income (RMB) 1,967,627,950.44 -15.28% 7,442,646,639.08 7.89%
Net profit attributable to the
shareholders of listed company 4,858,979.15 -93.86% 131,016,975.36 -56.00%
(RMB)
Net cash flow arising from
-137,210,515.74 -205.64% -681,544,211.55 -1,898.56%
operating activities (RMB)
Net cash flow arising from
operating activities per share -0.22 -168.66% -1.07 -1,197.87%
(RMB/Share)
Basic earnings per share
0.0076 -96.03% 0.2059 -71.40%
(RMB/Share)
Diluted earnings per share
0.0076 -96.03% 0.2059 -71.40%
(RMB/Share)
Weighted average return on
0.17% -5.22% 4.73% -16.33%
equity (%)
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Weighted average return on
equity after deducting
0.14% -4.97% 4.33% -6.85%
non-recurring gains and losses
(%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
In RMB Yuan
Items of non-recurring gains and losses Remarks (If
Amount
applicable)
Gains and losses from the disposal of non-current
8,637,159.10
asset
Governmental subsidy calculated into current gains
and losses, while closely related with the business of
the Company, excluding the fixed-amount or 4,870,212.66
fixed-proportion governmental subsidy according to
the unified national standard
Other non-operating income and expenditure beside
-311,623.24
for the aforementioned items
Items of other gains and losses that met the definition
23,522.01
of non-recurring gains and losses.
Amount of impact on minority shareholders’ interest. -84,733.62
Impact on income tax -1,963,376.97
Total 11,171,159.94 -
2.2 Total number of shareholders at the end of the report period and shares held by the top
ten shareholders with unrestricted conditions
In Share
Total number of shareholders
58,918
at the end of report period
Particulars about the shares held by the top ten shareholders with unrestricted conditions
Unrestricted shares held at
Full name of shareholder Type of shares
period-end
Sichuan Changhong Electric Co.,
89,390,342 RMB common share
Ltd.
Hefei Xingtai Holding Group Co.,
39,251,671 RMB common share
Ltd.
Changhong (Hong Kong) Trade Co., Domestically listed foreign
20,580,978
Ltd. share
GUOTAI JUNAN
Domestically listed foreign
SECURITIES(HONGKONG) 13,716,769
share
LIMITED
China Pacific Life Insurance Co.,
12,600,000 RMB common share
Ltd. –dividends – personal dividend
Domestically listed foreign
CAO SHENGCHUN 10,429,606
share
Founder Securities Co., Ltd. 7,439,575 RMB common share
Donghai Securities – Bank of
Communication—Donghai 6,460,141 RMB common share
Securities Steady Value Integration
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Assets Management Plan
China Pacific Life Insurance Co.,
Ltd. –traditional – normal insurance 5,856,960 RMB common share
products
Donghai Securities Co., Ltd. 4,044,870 RMB common share
§3. Significant events
3.1 Particulars about material changes in items of main accounting statement and financial
index, and explanations of reasons
√Applicable □Inapplicable
3.1.1 Changes and explanation for items in balance sheet
In RMB Yuan
Balance at Balance at
Items Changes % Reasons
period-end year-begin
Cash payment increased in
this period for purchasing and
Monetary
1,181,828,365.90 1,986,440,504.29 -40.51% projects raised fund for
funds
investment; short-term loans
due for paid
Notes Soaring sales and deduction of
2,239,112,344.88 1,194,506,906.44 87.45%
receivable the bill discount
Undue account receivable
Accounts
608,149,051.59 372,563,010.12 63.23% increased for expansion of
receivable
sales scale
Due other account receivable
Other at year-begin and take control
42,869,363.75 61,420,720.54 -30.20%
receivables in other account receivable in
this period
Long-term Holding more equity of Hefei
equity 26,761,060.26 17,918,060.59 49.35% Xingmei Assets Management
investment Co., Ltd in this period
Investment project that from
raised fund increased in this
Construction
121,163,943.66 75,179,300.94 61.17% period, capital has not been
in progress
transfer yet for incomplete
construction
More investment for
development of
Expense on
air-conditioner from Sichuan
Research and 27,392,874.13 13,505,659.94 102.83%
Changhong Air-conditioner
Development
Co., Ltd—subsidiary of the
Company
Accrued impairment provision
of assets; the quality service
Deferred
expenses for “10-year
income tax 84,838,951.23 48,138,723.05 76.24%
warranty” in appliance
asset
countryside oriented,
“refrigerator quality service”,
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
together with predicted
expenses of retirement welfare
have recognized as deferred
income tax assets
Short-term Loans return to bank in this
146,000,000.00 238,923,801.11 -38.89%
loans period
Material acquisition increase
Notes payable 1,417,114,401.14 920,676,239.36 53.92% settlement of bank acceptance
bill
Accounts speedy invoice for settlement,
received in 617,933,814.09 922,047,156.39 -32.98% reduce accounts received in
advance advance
Previously income tax has
Taxes payable 47,414,163.99 78,967,865.01 -39.96% been finally settle and paid in
this period
Dividends distribute for 2010
Dividend
1,551,482.06 738,695.30 110.03% profit distribution plan has not
payable
paid up totally
Expenses have occurred in this
Other accounts
707,334,106.82 410,610,813.51 72.26% period but without
payable
reimbursement increased
Non-current
liabilities due Long-term loans due within
2,487,706.60 1,189,452.90 109.15%
within one one year increased
year
Accrued of quality service
expense for 10-year free
Projected warranty in appliance
292,722,331.00 203,421,595.00 43.90%
liabilities countryside oriented,
“refrigerator quality service”
increased
For marketing mode
reforming, secondary
Minority marketing subsidiaries
57,062,008.03 28,895,887.29 97.47%
interests established in succession,
more minority interests
increased
3.1.2 Changes and explanation for items in profit statement
In RMB Yuan
Amount at same
Amount in
Items period of last Changes % Reasons
this period
year
Meiling Group together with its
subordinate subsidiaries and
Administration marketing joint-ventures were
231,319,253.25 138,126,001.93 67.47%
expenses added into consolidation range in
this period, more investment for
R&D increased
Financial -33,250,531.86 -11,227,370.55 -196.16% Interest income from raised
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
expenses capital increased and cash
discount by suppliers increased
Overdue account receivables
were recover in this period and
Losses of
disposal of inventories results in
devaluation of 9,529,505.74 19,464,223.91 -51.04%
a optimization age structure of
asset
account receivable and inventory
structures
Financial assets available for
Investment sale—iFLY TEK was sold at
income (Loss same period of last year for
2,257,469.01 140,917,222.76 -98.40%
is listed with investment income obtained, no
“-”) such income obtained in this
period
Product costs and expenses
soaring for higher price of
materials and staffs that result
from inflation and appreciation
of RMB; refrigerator, main
products of the Company,
Operating counter a gliding in price and
profit (Loss volumes compare to same period
15,200,968.14 225,737,021.37 -93.27%
is listed with of last year for intensify market
“-”) competition; meanwhile,
financial assets available for
sale—iFLY TEK was sold at
same period of last year for
investment income obtained, no
such income obtained in this
period
Non-operating Retirement of fixed assets
3,242,460.35 718,315.80 351.40%
expense increased in this period
Disposal loss
Same reason as “non-operating
of non-current 2,294,798.27 525,192.34 336.94%
expenses”
asset
Total Profit
Same reason as “operating
(Loss is listed 133,534,784.40 353,020,779.22 -62.17%
profit”
with “-”)
Income tax
13,195,542.44 54,701,199.12 -75.88% Income tax payable decreased
expense
Net profit (Net
Same reason as “operating
loss is listed 120,339,241.96 298,319,580.10 -59.66%
profit”
with “-”)
Net profit
attributable to
Same reason as “operating
owner’s of 131,016,975.36 297,760,905.90 -56.00%
profit”
parent
company
Minority Part of the secondary
-10,677,733.40 558,674.20 -2011.26%
shareholders’ subsidiaries and marketing
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
gains and joint-ventures, newly
losses established, came into deficit at
early period of establishment
Basic earnings Total share capital increased and
0.21 0.72 -70.83%
per share profit reduced
Diluted
Same reason as “Basic earnings
earnings per 0.21 0.72 -70.83%
per share”
share
Financial assets available for
Other sale, price at fair value, was
consolidated -106,074.87 -107,555,556.24 99.90% disposed at same period of last
income year, no such income occurred in
this year
Total
Same reason as “operating
consolidated 120,233,167.09 190,764,023.86 -36.97%
profit”
income
Total
consolidated
income
Same reason as “operating
attributable to 130,910,900.49 190,205,349.66 -31.17%
profit”
owners of
parent
company
Total
Part of the secondary
consolidated
subsidiaries and marketing
income
-10,677,733.40 558,674.20 -2011.26% joint-ventures, newly
attributable to
established, came into deficit at
minority
early period of establishment
shareholders
3.1.3 Changes and explanation for items in cash flow statement
In RMB Yuan
Amount in this Amount at same
Items Changes % Reasons
period period of last year
Export tax refund obtained by
parent company and
Write-back
Zhongshan Changhong
of tax 56,902,243.75 12,350,382.54 360.73%
Air-conditioner Appliance Co.,
received
Ltd. (“Zhongshan
Changhong”)
Other cash
received Energy-saving and citizen
concerning 160,715,258.22 82,448,095.83 94.93% favorable grants were obtained
operating by Changhong Air-conditioner
activities
Cash paid Discount for cash payment in
for 3,268,082,361.83 1,797,490,929.02 81.81% purchasing and on due notes
purchasing payment increased
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
commoditie
s and
receiving
labor
service
Cash paid
Soaring salary for employees;
to/for staff
401,947,468.96 256,125,936.85 56.93% year-end bonus and every
and
rewards of 2010 were paid
workers
Income taxes of 2009 and
Taxes paid 341,699,457.59 254,815,080.50 34.10%
2010 were settle and paid
Cash
Financial assets available for
received
sale—iFLY TEK was sold at
from 1,000,000.00 7,356,806.06 -86.41%
same period of last year for
recovering
investment income obtained
investment
Cash
No investment income from
received
disposal of financial assets
from 3,921,480.54 142,186,905.71 -97.24%
available for sale obtained in
investment
this period
income
Net cash
Transfer amount and removing
received
compensation were obtained
from
from disposal of intangible
disposal of
assets(land use right) of
fixed, 81,152,480.73 90,951.53 89126.08%
Zhongshan Changhong,
intangible
subsidiary of the Company,
and other
and Jiangxi Meiling Cooling
long-term
Co., Ltd
assets
Other cash
received
Interest income and margin for
concerning 22,785,825.94 10,065,835.63 126.37%
projects increased
investing
activities
Purchasing of the production
Cash paid
line equipment and
for
investment for foundation
purchasing
construction of Athena
fixed,
164,884,385.79 53,273,584.72 209.50% Luxury refrigerator;
intangible
foundation construction of
and other
capacity expansion for
long-term
freezers and purchasing of
assets
match projects
Investment amount that paid
Cash paid last year was not consolidated
for -21,753,532.00 - - for off-set due to failure
investment registration in Industrial &
Commercial Bureau from part
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
of marketing subsidiaries; The
abovementioned subsidiaries
completed registration
procedures in this period,
investment amount was listed
with minors in consolidation
statement
Part of the equity of Caohu
Marketing Company, a
secondary marketing
Net cash joint-venture, was transferred
received by the Company in this period.
from 100% equity amount of
978,687.97 271,597,181.63 -99.64%
subsidiaries Meiling Group, transfer by the
and other Company at same period of
units last year, and balance of
air-conditioner business,
purchased by the Company,
were paid
Cash
Secondary marketing
received
joint-venture, established in
from 35,926,000.00 - -
this period, absorb investment
absorbing
from minority shareholders
investment
Cash
received 152,961,241.63 328,860,000.00 -53.49% Loans decreased in this period
from loans
Cash paid
for
Cash dividend for Profit
dividend
Distribution Plan 2010 was
and profit 34,916,771.52 8,690,844.35 301.77%
paid and interest of bank loans
distributing
increased
or interest
paying
Influence
on cash due
to Appreciation of RMB in this
4,764,243.63 -116,915.00 4174.96%
fluctuation period
in exchange
rate
3.2 Progress of significant events, their influences, and analysis and explanation of their
solutions
3.2.1 Qualified opinion
□Applicable √Inapplicable
3.2.2 Particular about fund offers to controlling shareholders or associated parties and
external guarantee that against the regulation.
□Applicable √Inapplicable
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
3.2.3 Particular about signing and implementation on significant contracts of ordinary
management.
√Applicable □Inapplicable
1. Jiangxi Meiling Cooling Co., Ltd. entered into “State-owned Land Use Right Reserve
Contract” with land reserve center of Jingde Town City
With the purpose of stimulating the assets reservation of Jiangxi Meiling Cooling Co., Ltd.
(“Jiangxi Meiling Cooling”), raising construction capital for strategy moving, perfection the assets’
structure of Jiangxi Meiling Cooling, higher the quality of assets continuously as well as the
combination of city plan of Jiangde Town government, the Proposal of Land Use Right Reserve by
Jiangxi Meiling Cooling Co., Ltd. was deliberated and approved by 41st Meeting of 6th Session of the
Board on January 20, 2011. The State-owned land use right reserve contract was signed between the
Jiangxi Meiling Cooling and Land Reserve Center of Jingde Town City by consented. The land use
right of are of 159,448.8 m2 (239.17 mu by converted), No.0121 JTGY(2010), located on
Guanzhuang, Cidu Avenue, owned by Jiangxi Meiling, deliver to Land Reserve Center of Jingde
Town City for reserve with reserve compensation amounting to 65 million yuan.
According to the “State-owned Land Use Right Reserve Contract”, land reserve compensation 65
million yuan was received by Jiangxi Meiling Cooling till end of August 2011.
More details found in Notice public on appointed disclosure media dated 21 January 2011 with
serial of No.:2011-004 and No.: 2011-006.
3.2.4 Other
√Applicable □Inapplicable
1. Particular about process of the fund raised and investment of fund raised in the report
period
On 10 January 2011, the newly issuing A-share of 116,731,500 shares privately offering of 2010
was officially trading in Shenzhen Stock Exchange. Being privately offering completed, register
capital of the Company increase to RMB 530,374,449. On 7 January 2011, according to relevant
regulations, the Agreement of Tripartite Regulatory for Raised Fund have been signed between the
Company and Taoxianglou Sub-branch of Hefei Branch of China Everbright Bank, Shouchunluqiao
Sub-branch of Bank of Communication, Changjiang East Road Sub-branch of Hefei ICBC, Luyang
Sub-branch of Hefei China Construction Bank and the sponsor institution China Merchants Securities
Co., Ltd. respectively. On 20 January 2011, being consented by the Board, Supervisory Committee,
Independent Directors and sponsor institution China Merchants Securities Co., Ltd, being approved
by Shine Wing CPA Co., Ltd., the self-raised fund RMB 88,781,537.21 invested in advance for
project recruitment agreed for replaced with the raised fund.
More details found in Notice of “Particular about Privately Offering of A-share and Listing
Report ” and others that public on appointed disclosure media dated 7 January 2011, 17 January, 20
January and 21 January with serial of No.:2011-003, No.: 2011-004, No.: 2011-005 and
No.:2011-007.
In accordance with the Management Method on Proceeds for Listed Company from Shenzhen
Stock Exchanges and relevant regulations of the Management System of Usage of Raised Fund of the
Hefei Meiling Co., Ltd., for purpose of maximized the efficiency on proceeds, lower the financial
expense and down the business cost. On the premise of satisfied capital requirement for investment
project from raised fund, on 26 March 2011, partial idle raised fund RMB 60 million was used for
current capital supply, being consented by the Board, Supervisory Committee, sponsor institution and
Independent Directors. Terms for fund used limited in six months since the date approved by the
Board. On 2 June 2011, idle raised fund RMB 60 million was returned to specific account by the
Company.
More details found in Notice public on appointed disclosure media dated 26 March 2011 and 3
June with serial of No.:2011-017, No.:2011-018, No.:2011-019 and No.: 2011-033.
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
For purpose of maximized the usage of raising fund, reduced the financial expenses, lower the
operational cost and under the premise of ensure the capital requirement for investment project, the
Proposal of temporary supplementation of circulating capital from partial idle raising fund has been
deliberated and approved by 47th Meeting of 6th Session of the Board, 16th Meeting of 6th Session of
Supervisors and 2nd Extraordinary Shareholders’ General Meeting 2010. Partial raising fund was
consented for temporary supplementation for circulating capital, amount of 500 million yuan within 6
months since the date of approval day from Shareholders’ General Meeting, which is from 23 June
2011 to 23 December 2011. Furthermore, use and manage the capital by regulations and return the
capital on time to specific raising fund account. The event has been approved by the sponsor
institution—China Merchants Securities Co., Ltd., meanwhile, independent directors and supervisors
shows favor opinions for that. Till end of 30 September 2011, totally 392 million yuan was
withdrawn by the Company for circulating capital supplemented.
More details found in Notice public on appointed disclosure media dated 8 June 2011 and 24 June
with serial of No.:2011-034, No.:2011-035, No.:2011-037 and No.: 2011-042.
Till end of 30 September 2011, raised fund of 798.1801 million yuan ( raised fund projects used
406.1801 million yuan in total if excluding the 392 million yuan that supplemented circulating
capital temporary from idle raised fund) in total was used by the Company. Balance of raised fund in
special account amounting to 392.691 million yuan (including saving interest 12.9168 million,
excluding 392 million yuan that supplemented circulating capital temporary from idle raised fund)
Raised fund of 798.1801 million yuan used for the followed projects: 110.7375 million yuan invested
in manufacture bases of Athena Luxury refrigerator; 147.3835 million yuan invested in capacity
expansion for freezers; 110.091 million yuan (saving interest of 91,000 yuan included) invested in
capacity extension of environment protection and energy saving refrigerator; 37.9681 million yuan
supplemented the circulating capital(saving interest of 13,800 yuan included); 392 million yuan
withdraw for supplemented the circulating capital from temporary idle raised fund.
Till end of 30 September 2011, project of manufacture bases of Athena Luxury refrigerator was in
construction phase of land and buildings. Main steel structures for plants was completed basically,
pile base for products warehouse was completed; most of the equipment was ready for installment,
every projects still in process of construction. Phase I of the capacity expansion project was put into
production; steel structure platform of phase II was completed basically and meets installment
conditions. Relevant equipments are in a preparation steps for installment. Project of capacity
extension of environment protection and energy saving refrigerator was put into production with a
favourable conditions.
2. Expiration of office term for Board, Supervisors and Senior Executives
On April 25 2011 and on 20 June, the 45th Meeting of the 6th Session of the Board, the 15th
Meeting of 6th Session of Supervisory and Annual Shareholders’ General Meeting 2010 were
deliberated and approved the Proposal about the Election at Expiration of Office Terms of the 7th
Board of Directors and Proposal about the Election at Expiration of Office Term of the 7th Board of
Supervisors. The 7th session of board consists of 9 directors; including 4 members of independent
directors. The meeting elected Mr. Zhao Yong, Mr. Li Jin, Mr. Wang Yong, Mr. Li Wei, Mr. Sun
Liqiang, Mr. Wang Xingzhong, Mr. Song Baozeng, Mr. Liu Youpeng and Mr. Zhang Shidi as
directors of the 7th session of the board, including Mr. Wang Xingzhong, Mr. Song Baoyu, Mr. Liu
Youpeng and Mr. Zhang Shidi as independent directors by means of cumulative voting. The 7th
session of supervisors consists of 5 supervisors, including 3 supervisors recommend by shareholders
and 2 staff representatives. The meeting elected Ms. Fei Minying, Mr. Yu Xiao and Mr. Ye Honglin
as supervisors of the 7th session of supervisors by means of cumulative voting. Besides, the
employees’ assembly elected Mr. Shang Wen and Mr. Zhang Ruhe as supervisors of staff
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
representatives. The above 9 directors and 5 supervisors owes 3-year office term each, from June 20
of 2011 to June 20 of 2014.
More details found in Notice public on appointed disclosure media dated 26 April 2011 and 21
June with serial of No.:2011-024, No.:2011-025 and No.: 2011-039.
On June 20, 2011, the 1st Meeting of 7th Session of the Board deliberated and approved the
Proposal about Election of the President and Vice President of the 7th Board of Directors which
agreed to nominate Mr. Zhao Yong as president of the 7th session of the board and Mr. Li Jin as vice
president. The meeting deliberated and approved the Proposal about engaging Senior Executives for
the Company which agreed to re-engage Mr. Wang Yong as president of the Company. According to
the nomination of president, we re-engaged Mr. Liu Hongwei as executive vice president, Mr. Yu
Wanchun, Mr. Li Daijiang, Mr. Li Wei and Mr. Wang Yingmin as vice president and Mrs. Li Xia as
secretary of the board of directors. And the meeting approved the Proposal of Election of Each
Special Commission to the 7th session of Board.
Proposal of election of president of 7th session of supervisory was deliberated and approved by 1st
Meeting of 7th Session of Supervisory dated 20th June 2011, Ms. Fei Minying was agreed to elected
as president of 7th Session of Supervisory of the Company.
More details found in Notice public on appointed disclosure media dated 21 June 2011 with serial
of No.:2011-040 and No.: 2011-041.
3. Relevant particular about Profit Distribution Plan for 2010
On 20 June 2011, the “Pre-plan of Profit Distribution 2010” was deliberated and approved by
Annual Shareholders’ General Meeting 2010. The Company placed 2 shares for each 10 shares held
by whole shareholders with dividend of RMB 0.5 (tax included) in cash based on total share capital
530,374,449 at 31 December 2010, amounting RMB 132,593,612.25 for distribution(occupied
45.17% of the distributable profit for shareholders realized in year of 2010), detained profit will carry
forward to subsequent years for distribution.
The abovementioned distribution plan was implemented on 4 August 2011, date of record for
A-share was 9 August 2011, DR dated 10 August 2011 and dividend distributed on 10 August 2011;
Final trading date for B-share was 9 August 2011, DR dated 10 August 2011, date of record for
B-share was 12 August 2011 and dividend distributed on 12 August 2011. Total share capital will
increase to 636,449,338 shares after distribution (including 500,729,338 A-share and 135,720,000
B-share).
More details found in Notice public on appointed disclosure media dated 21 June 2011 and 4
August 2011 with serial of No.:2011-039, No.:2011-046 and No.: 2011-047.
4. Sales of land use right from subsidiary of the Company Zhongshan Changhong Electric
Appliance Co., Ltd
With the purpose of stimulating the assets of Zhongshan Changhong Electric Appliance Co., Ltd.
(“Zhongshan Changhong”), perfection the assets’ status, increasing the income of assets disposal and
cash inflow, the Proposal of Sales of Land Use Right from Zhongshan Changhong Electric Appliance
Co., Ltd. was deliberated and approved by 43rd Meeting of 6th Session of the Board on March 25,
2011. The land use right of 21,713.3 m2 owned by Zhongshan Changhong (Land certificate No.:
021955 ZFGY(2003); industry-used land for nature) was consented to transfer by agreement to
Guangdong Changhong Digital Technology Co., Ltd. (“Guangdong Digital”). Based on the appraisal
result from Guangdong China United Yangcheng Assets Appraisal Co., Ltd., the subject assets valued
14.84 million yuan with 528.87% as appreciation rate. Concerning the transfer price for the land
assets abovementioned, 14.84 million yuan was determined by negotiation between Zhongshan
Changhong and Guangdong Digital for transfer. Being prior consented and approved by independent
directors, related directors avoiding the vote.
Till end of 3 August 2011, Zhongshan Changhong have received the land transfer amount and
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Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
completed ownership hand over matters.
More details found in Notice public on appointed disclosure media dated 26 March 2011 with
serial of No.:2011-017 and No.: 2011-020.
5. Separation of Hefei Meiling Packaging Products Co., Ltd
According to the Contract of Property Right Transfer signed between the Company and Hefei
Xingtai Holding Group Co., Ltd. (“Xingtai Holding”) in March 2010 and the Reply of Free
Conversion of Partial Assets and Liabilities owned by Meiling Group issued by SASAC of Hefei
City in April 2010, the Company transfers 100% state-owned property of Meiling Group owned by
Xingtai Holding, which was separated partial assets liabilities. Relevant corresponding assets and
liabilities will base on the Appraisal Report No. 018 WBPBZ[2009] issued by Anhui Baoshen Assets
Appraisal Co., Ltd. The appraisal report state that among the 51.72% equity (other 48.28% equity
was held by the Company) of Hefei Meiling Packaging Products Co., Ltd. (“Meiling Packaging”)
owned by Meiling Group, part of the assets liabilities were excluding the transfer range, being
consented by SASAC of Hefei City, the corresponding interest of out-of-range assets liability will
transfer to Hefei Xingtai Assets Management Co., Ltd. (“Xingtai Assets”)—subordinate subsidiary of
Xingtai Holding for free.
Being negotiation between the Company and Xingtai Holding, the two parties share 51.72% and
48.28% disposal and interest right of Meiling Package respectively for the assets and liabilities which
were not including in the property transfer range due to the 48.28% equity owned by the Company
before the Meiling Group purchased. In according to the resolution of 46th Meeting of 6th Session of
the Board, Meiling Package consented for separation by way of derivation. Separated partial assets
and liabilities of Meiling Package, out-of-the-range property transfer previously on base date of
separation dated 31 December 2010. Derivates a new-establishment company and 51.72% equity of
the new company that out-of-the-range transfer to Xingtai Assets for share.
Currently, the derivative new-established company – Hefei Xingmei Assets Management Co., Ltd.
has finished the procedures of changes on Industrial & Commercial Registration. In according to the
reply of assets transfer freely from SASAC of Hefei City and two parties’ negotiation follow-up, the
51.72% equity of Hefei Xingmei Assets Management Co., Ltd.—derivative new-established
company will share by Xingtai Assets for free from Meiling Group.
More details found in Notice public on appointed disclosure media dated 28 May 2011 with serial
of No.:2011-028 and No.: 2011-031.
6. Investment and establishment of Jiangxi Meiling Electrics Co., Ltd
Based on the development plan of refrigerators industry strategy and production basement in Jiangxi
Jingde Town, and combining the strategic removal of Jiangxi Meiling Refrigerators Co., Ltd, on Apr.
25 of 2011, the Company held the 45th meeting of the 6th Board of Directors which reviewed and
approved the Proposal of Investing and Constructing Jiangxi Meiling Electrics Co., Ltd, and agreed
that Mianyang Meiling and the Company invest and construct Jiangxi Meiling Electrics Co., Ltd
(Jiangxi Meiling Electrics) together. Through it, integrate resources and boost the strategic removal
of Jiangxi Meiling, thus build a Meiling Electrics Industrial Park gathering refrigerators and front
supporting.
Two shareholders of Jiangxi Meiling Electrics totally invested RMB 80 million, including the
Company invested RMB 79 million while Mianyang Meiling RMB 1 million with cash. The
registration capital of Jiangxi Meiling Electrics is RMB 50 million, including, RMB 49.375 million
with 98.75 percents of the Company and RMB 0.625 million with 1.25 percents of Mianyang
Meiling. The remaining RMB 30 million the shareholders invested will be calculated in capital
surplus.
Jiangxi Meiling Electrics, newly established, completed registration at end of May 2011.
More details found in Notice public on appointed disclosure media dated 26 April 2011 with serial
12
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
of No.:2011-024.
7. The removal and capacity expansion of subsidiary Jiangxi Meiling Electrics
Based on the development plan of refrigerators industry strategy and production basement in
Jiangxi Jingde Town, and combining the strategic removal of Jiangxi Meiling Refrigerators Co., Ltd,
on May 27 of 2011, the Company held the 46th meeting of the 6th Session of Board which reviewed
and approved the Proposal of Removal and Capacity Expansion of Subsidiary Jiangxi Meiling
Electrics Co., Ltd, and agreed that Jiangxi Meiling Electrics constructs removal and capacity
expansion for refrigerators production line with environmental protection and energy-saving with
total RMB 269.2412 million of investment, including, RMB 233.9272 million for intangible assets
(land use right) and fixed assets and RMB 35.314 million for current capital. Jiangxi Meiling
Electrics needs to seek capital sources by itself. This construction will create a productivity of one
million sets (double classes) of refrigerators with environmental protection and energy-saving.
More details found in Notice public on appointed disclosure media dated 28 May 2011 with serial
of No.:2011-028.
8. The investment in Pakistan of subsidiary Zhongshan Changhong Electrics Co., Ltd
In terms of overseas development strategy and operation requirements of subsidiary Zhongshan
Changhong Electrics Co., Ltd, on May 27 of 2011, the Company held the 46th meeting of the 6th
Session of the Board which reviewed and passed the Proposal of Investment in Pakistan of
Subsidiary Zhongshan Changhong Electrics Co., Ltd and agreed that Zhongshan Changhong invests
US$ 3.4 million in joint venture of air-conditioners manufacture company and joint venture of sales
company in Pakistan thus build a regional operation center in South Asian market, realize local
assembly and sales of air-conditioners and other relevant products, seek a new scale and profiting
point in overseas market.
More details found in Notice public on appointed disclosure media dated 28 May 2011 with serial
of No.:2011-032.
9. Particular about newly designated newspapers for information disclosure
In order to enlarge the coverage of information disclosure of the Company and perfected the
investment relationship management, the Company designated China Securities Journal as the
information disclosure newspaper. The disclosure media for information of the Company were
Securities Times, China Securities Journal Hong Kong Commercial Daily and Juchao Website since
26 January 2011.
More details found in Notice public on appointed disclosure media dated 26 January 2011 with
serial of No.:2011-008.
10. Relevant events about completing the capital increase in subsidiary Mianyang Meiling
Refrigerators Co., Ltd
In the light of items invested with raised capitals from A stock non-public issue of 2010, the
Company will invest more in subsidiary Mianyang Meiling Refrigerators Co., Ltd with RMB 50
million thus construct a environmental protection and energy-saving refrigerators production line.
After this more investment, the registered capital of Mianyang Meiling reached RMB 100 million,
including, the Company contributed RMB 95 million with 95 percent equity held, and the other
shareholder Dongfang Zhongke Meiling Microtherm Co., Ltd (“Zhongke Meiling”) contributed
RMB 5 million with 5 percent equity held (the equity have been transfer to subsidiary Jiangxi
Meiling Cooling Co., Ltd. in August 2011). This capital increase completed its registration procedure
of industrial and commercial change on February 23, 2011.
More details found in Notice public on appointed disclosure media dated 2 March 2011 with serial
of No.:2011-010.
11. Changes of the sponsor deputy for Equity Division Reform
In March of 2011, the Company received a Letter of Changes of Sponsor Deputy from China
Merchants Securities Co., Ltd.—the sponsor institution for equity division reform of the Company.
The original sponsor deputy who in charge of the sponsor and supervise work of the Company Zhen
13
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Huafeng has resigned. For better performing the supervise responsibility from sponsor institution,
China Merchants Securities Co., Ltd. designated sponsor deputy Zhang Xiaobin for replacement of
Zhen Huafeng, implementing the duty of supervise on the equity division reform for the Company.
More details found in Notice public on appointed disclosure media dated 22 March 2011 with
serial of No.:2011-016.
12. Particular about lawsuits and arbitration
Acquisition of 100% state-owned property of Meiling Group has been completed at end of July
2010. Based on the principle of unify usage and integrated management on the trademark and trade
name of “Meiling”, protected the independently and integration of “Meiling”, the Company checking
and inspecting the situation of trademark and trade name authorized externally for Meiling Group.
After inspection, majority of the agreement of trademark and trade name authorized externally by
Meiling Group meets no implementation condition; agreement cancellation (including equity
variation, violation acts etc.) was achieved. Relevant lawsuits and arbitrations involved in “Meiling”
as:
(1) The Agreement of Trademark Licensing signed between Meiling Group and Hefei Meiling Small
Appliance Co., Ltd. (“Small Appliance Company” for short, the company was the stock jointly
company of Hefei Xingtai Assets Management Co, Ltd, a controlling subsidiary of Hefei Xingtai
Holding Group Co., Ltd., which contains no relationship with the Company and Meiling Group) on
January 20, 2003 meets no conditions any more, Small Appliance Company under no name of
Meiling Group any more, furthermore, the company shows violation acts while using the trademark
of Meiling; and dismissal the agreement for cancellation situation required. Therefore, Meiling
Group, subordinate subsidiary of the Company, files a suit to Intermediate People’s Court of Hefei
City on October 21, 2010 for rescission of Agreement of Trademark Licensing, meanwhile, litigation
expenses bear by counterparty required. The case was on court dated 3 December 2010, under
circumstance of solid evidence and sufficient reasons, Intermediate People’s Court of Hefei City
judged no ruling on time for many mediations organized, but Meiling Group still insist on the lawsuit
request. On 21 April 2011, the date first trial coming to expire, Intermediate People’s Court of Hefei
City decided to postpone case to 6 months. On 21 October 2011, the final date for postpone,
Intermediate People’s Court of Hefei City carry out judges that Small Appliance Company still have
related relationship with Meiling Group, and meets qualification of belong enterprises. Agreements
should be implemented and object the request from Meiling Group, case expenses of RMB 24,400
should paid by Meiling Group. Concerning the judges, Meiling Group shows objections for the
results, which shows no fair principle and violated legal interest of Meiling Group. Meiling Group
file a suit to High People’s Court of Anhui Province for all losses caused by Small Appliance
Company, should be compensated.
(2) The Agreement of Trademark Licensing signed between Meiling Group and Hefei Meiling
Communication Technology Co., Ltd. on 5 April 2003 meets condition of cancellation recently.
Meiling Group, subordinate subsidiary of the Company, submitted to Hefei Arbitration Committee
for arbitration. Ask the committee for canceling the abovementioned agreement and for the followed
requirement: paying arrears of trademark use expenses of RMB 356,301 from counterparty, paid
quality margin RMB 100,000, pay for the economic losses as well as reasonable expenses(including
lawyers, notification, investigation and other expenses) total RMB 0.5 million, and arbitration
expenses and relevant expenses paid from counterparty. The case was open a court session on 12 July
2011, recently, still waiting adjudication from Hefei Arbitration Committee.
(3) The Agreement of Trademark Licensing signed between Meiling Group and Hefei Meiling
Cabinet Electrics Co., Ltd. on 9 April 2009 meets condition of cancellation recently. Meiling Group,
subordinate subsidiary of the Company, submitted to Hefei Arbitration Committee for arbitration.
Ask the committee for canceling the abovementioned agreement and for the followed requirement:
paying arrears of trademark use expenses of RMB 70,627 from counterparty, pay for the economic
14
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
losses as well as reasonable expenses(including lawyers, notification, investigation and other
expenses) total RMB 0.5 million, and arbitration expenses and relevant expenses paid from
counterparty. The case was open a court session on 22 September 2011, recently, still waiting
adjudication from Hefei Arbitration Committee.
(4) The Agreement of Trademark Licensing signed between Meiling Group and Hefei Meiling
Vehicle Industry Co., Ltd. on 30 June 2009 meets condition of cancellation recently. Meiling Group,
subordinate subsidiary of the Company, submitted to Hefei Arbitration Committee for arbitration.
Ask the committee for canceling the abovementioned agreement and for the followed requirement:
paying arrears of trademark use expenses of RMB 281,100 from counterparty, pay for the economic
losses as well as reasonable expenses(including lawyers, notification, investigation and others
expenses) total RMB 0.5 million, and arbitration expenses and relevant expenses paid from
counterparty. The case was open a court session on 22 September 2011, recently, still waiting
adjudication from Hefei Arbitration Committee.
(5) The Agreement of Trademark Licensing signed between Meiling Group and Hefei Meiling Daily
Electric Co., Ltd. on 2 June 2009 meets condition of cancellation recently. Meiling Group,
subordinate subsidiary of the Company, submitted to Hefei Arbitration Committee for arbitration.
Ask the committee for canceling the abovementioned agreement and for the followed requirement:
paying arrears of trademark use expenses of RMB 128,565 from counterparty, pay for the economic
losses as well as reasonable expenses(including lawyers, notification, investigation and others
expenses) total RMB 0.5 million, and arbitration expenses and relevant expenses paid from
counterparty. The case was open a court session on 22 September 2011, recently, still waiting
adjudication from Hefei Arbitration Committee.
(6) Heifei Meiling Co., Ltd. files a suit to Hefei Tiannian Meiling Environment Technology Co., Ltd.
in respect of infringement. Meiling Co., ask for paying the economic losses as well as reasonable
expenses (including lawyers, notification, investigation and others expenses) totaled RMB 0.55
million, meanwhile, lawsuit expenses for the case will pay by counterparty required. The case was
open a court session on 20 October 2011 in Intermediate People’s Court of Hefei. Recently, still
waiting adjudication from Intermediate People’s Court of Hefei.
3.3 Implementations of commitments by the Company, shareholders and actual controller
Commitments made by the listed company and its directors, supervisors, senior executives, the
shareholders with holding above 5% shares and its actual controller in the report period or lasting
until the report period.
√Applicable □Inapplicable
Commitments Promiser Content of commitments Implementation
Commitments made in
Sichuan Avoidance of competition between Strictly
Acquisition Report or Reports
Changhong same trade performed.
on Change in Interests
1. Reduced, avoidance and regulated
competitions between same trade
and related transaction; leasing the
land and building to Changhong
Commitments made in private Sichuan Air-conditioner for a long-term and Strictly
share-issuing plan Changhong transfer land and buildings to performed.
Changhong Air-conditioner after
finished the Assets Property
Certificate; supervising the
subsidiary—Sichuan Changhong
15
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Minsheng Logistic for leasing the
land and buildings to Mianyang
Meiling for a long-term and transfer
land and buildings to Mianyang
Meiling after finished the Assets
Property Certificate.
2. Restricted period for this shares
limited as 36 months
Disclosed regular report, significant
influence information and
clarification notice in respect of
trueness, accuracy, complete-ness,
Commitments made in private The fair-ness and timely; Strictly
share-issuing plan Company No directly/indirectly trading performed.
activities of the stocks in shady deal
from directors, supervisors and
senior executives who obtained
insider information of the Company
Commitments made in assets The Transfer state-owned equity of Strictly
acquisition Company Meiling Group performed.
Conducting operation related to
main business; return on time; no
Commitments made in part of impact on normal proceedings of
The Strictly
idle raised fund supplemented investment projects of raised fund
Company performed.
circulating capital temporary and not to disguise use of the
capital; no securities investment and
risk investment activities.
Other commitments (including Sichuan Equity transfer of air-conditioner Strictly
additional commitments) Changhong assets performed.
3.4 Estimation of accumulative net profit from the beginning of the year to the end of next
report period to be loss probably or the warning of its material change compared with the
corresponding period of the last year and explanation of reason
□Applicable √Inapplicable
3.5 Particulars about the other significant events which needed explanations
3.5.1 Particular about security investment
□Applicable √Inapplicable
3.5.2 Activities on receiving research, communication and interview in the report period
The received Contents discussed and
Date Place Way
parties materials supplied
Conference Donghai Situation about production &
2011-01-06 room of the Spot investigation Securities Co., operational of the Company，
Company Ltd. and not supplied any materials
Conference Situation about production &
Sino Link
2011-01-25 room of the Spot investigation operational of the Company，
Securities
Company and not supplied any materials
Conference Changjiang Situation about production &
2011-03- 23 Spot investigation
room of the Securities, operational of the Company，
16
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Company Citic-Prudential and not supplied any materials
Fund
Management
Co., Ltd.,
Everbright
Securities, Citic
Securities,
Haitong
Securities,
Fullgoal Funds,
Hua An Funds,
Guolian
Securities, BOC
Schroders
Conference Guotai Junan Situation about production &
2011-03-31 room of the Spot investigation Securities Co., operational of the Company，
Company Ltd. and not supplied any materials
Donghai
Conference Situation about production &
Securities Co.,
2011-05-26 room of the Spot investigation operational of the Company，
Ltd., Minsheng
Company and not supplied any materials
Securities
Conference Donghai Situation about production &
2011-06-16 room of the Spot investigation Securities Co., operational of the Company，
Company Ltd. and not supplied any materials
Guotai Junan
Securities Co.,
Conference Situation about production &
Ltd., Donghai
2011-06-20 room of the Spot investigation operational of the Company，
Securities Co.,
Company and not supplied any materials
Ltd., Fullgoal
Funds
Conference Situation about production &
Bohai Securities
2011-08-16 room of the Spot investigation operational of the Company，
Co., Ltd
Company and not supplied any materials
Conference Ambrosetti Situation about production &
2011-09-14 room of the Spot investigation Consultant Co., operational of the Company，
Company Ltd. and not supplied any materials
3.6 Particulars about derivatives investment
□Applicable √Inapplicable
3.6.1 Particulars about the positions of derivatives investment at the end of report period
□Applicable √Inapplicable
§4 Appendix
4.1 Balance sheet
Prepared by Hefei Meiling Co., Ltd. 30 September 2011 In RMB Yuan
Balance at period-end Balance at year-begin
Items
Consolidation Parent Company Consolidation Parent Company
Current assets:
Monetary funds 1,181,828,365.90 877,125,815.65 1,986,440,504.29 1,798,742,365.37
17
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Settlement
- -
provisions
Capital lent - -
Transaction finance
- -
asset
Notes receivable 2,239,112,344.88 1,763,023,564.20 1,194,506,906.44 1,106,438,507.37
Accounts receivable 608,149,051.59 425,834,139.27 372,563,010.12 274,803,755.01
Accounts paid in
193,703,736.43 263,930,613.14 187,026,777.59 251,170,398.45
advance
Insurance receivable - -
Reinsurance
- -
receivables
Contract reserve of
- -
reinsurance receivable
Interest receivable - -
Dividend receivable - -
Other receivables 42,869,363.75 48,075,266.08 61,420,720.54 15,116,164.77
Purchase restituted
-
finance asset
Inventories 1,610,295,753.25 942,511,487.84 1,583,313,401.08 1,024,929,999.07
Non-current asset
-
due within one year
Other current assets -
Total current assets 5,875,958,615.80 4,320,500,886.18 5,385,271,320.06 4,471,201,190.04
Non-current assets:
Granted entrusted
- -
loans and advances
Finance asset
- -
available for sales
Held-to-maturity
- -
investment
Long-term account
- -
receivable
Long-term equity
26,761,060.26 841,418,816.93 17,918,060.59 714,774,269.88
investment
Investment real
17,520,758.52 13,820,001.88 18,124,247.39 14,172,470.67
estate
Fixed assets 935,557,052.71 686,885,815.79 865,234,132.54 561,795,751.21
Construction in
121,163,943.66 105,384,739.47 75,179,300.94 77,177,425.21
progress
Engineering
- -
material
Disposal of fixed
- -
asset
Productive
- -
biological asset
Oil and gas asset - -
18
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Intangible assets 651,948,235.77 507,151,612.49 681,869,906.34 525,520,272.58
Expense on
Research and 27,392,874.13 - 13,505,659.94
Development
Goodwill 10,922,803.73 - 10,922,803.73
Long-term expenses
- -
to be apportioned
Deferred income tax
84,838,951.23 67,342,025.43 48,138,723.05 46,318,389.98
asset
Other non-current
- -
asset
Total non-current asset 1,876,105,680.01 2,222,003,011.99 1,730,892,834.52 1,939,758,579.53
Total assets 7,752,064,295.81 6,542,503,898.17 7,116,164,154.58 6,410,959,769.57
Current liabilities:
Short-term loans 146,000,000.00 120,000,000.00 238,923,801.11 218,860,000.00
Loan from central
- -
bank
Absorbing deposit
- -
and interbank deposit
Capital borrowed - -
Transaction
- -
financial liabilities
Notes payable 1,417,114,401.14 937,056,789.69 920,676,239.36 667,338,655.00
Accounts payable 1,479,984,700.12 1,169,271,358.14 1,421,456,784.36 1,069,993,584.69
Accounts received
617,933,814.09 461,775,877.07 922,047,156.39 847,540,346.80
in advance
Selling financial
- -
asset of repurchase
Commission charge
- -
and commission payable
Wage payable 70,692,926.55 57,610,051.21 97,284,277.48 82,061,354.59
Taxes payable 47,414,163.99 55,051,212.26 78,967,865.01 91,232,638.87
Interest payable - -
Dividend payable 1,551,482.06 1,551,482.06 738,695.30 738,695.30
Other accounts
707,334,106.82 511,034,082.37 410,610,813.51 425,475,184.84
payable
Reinsurance
- -
payables
Insurance contract
- -
reserve
Security trading of
- -
agency
Security sales of
- -
agency
Non-current liabilities
2,487,706.60 2,487,706.60 1,189,452.90 1,145,008.44
due within one year
Other current - -
19
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
liabilities
Total current liabilities 4,490,513,301.37 3,315,838,559.40 4,091,895,085.42 3,404,385,468.53
Non-current liabilities:
Long-term loans 12,705,500.00 12,705,500.00 14,506,060.00 14,296,400.00
Bonds payable - -
Long-term account
- -
payable
Special accounts
18,625,138.80 - 33,214,132.26 33,214,132.26
payable
Projected liabilities 292,722,331.00 292,722,331.00 203,421,595.00 203,421,595.00
Deferred income tax
- -
liabilities
Other non-current
58,783,154.18 58,783,154.18 26,937,022.85 26,937,022.85
liabilities
Total non-current
382,836,123.98 364,210,985.18 278,078,810.11 277,869,150.11
liabilities
Total liabilities 4,873,349,425.35 3,680,049,544.58 4,369,973,895.53 3,682,254,618.64
Owner’s equity (or
shareholders’ equity):
Paid-in capital (or
636,449,338.00 636,449,338.00 530,374,449.00 530,374,449.00
share capital)
Capital public
1,610,465,372.30 1,625,315,350.37 1,610,571,447.17 1,625,421,425.24
reserve
Less: Inventory
- -
shares
Reasonable reserve
Surplus public
279,597,693.51 279,379,527.83 279,597,693.51 279,379,527.83
reserve
Provision of general
- -
risk
Retained profit 295,140,458.62 321,310,137.39 296,750,782.08 293,529,748.86
Balance difference
of foreign currency - -
translation
Total owner’s equity
attributable to parent 2,821,652,862.43 2,862,454,353.59 2,717,294,371.76 2,728,705,150.93
company
Minority interests 57,062,008.03 - 28,895,887.29
Total owner’s equity 2,878,714,870.46 2,862,454,353.59 2,746,190,259.05 2,728,705,150.93
Total liabilities and
7,752,064,295.81 6,542,503,898.17 7,116,164,154.58 6,410,959,769.57
owner’s equity
4.2 Profit statement in the report period
Prepared by Hefei Meiling Co., Ltd. July-Sept. 2011 In RMB Yuan
Amount in this period Amount in last period
Items
Consolidation Parent Company Consolidation Parent Company
I. Total operating income 1,967,627,950.44 1,532,137,865.30 2,322,525,072.79 2,012,404,227.74
20
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Including: Operating
1,967,627,950.44 1,532,137,865.30 2,322,525,072.79 2,012,404,227.74
income
Interest income - -
Insurance gained - -
Commission charge
- -
and commission income
II. Total operating cost 1,976,416,561.93 1,497,563,189.67 2,265,061,123.07 1,924,266,450.23
Including: Operating cost 1,534,356,582.57 1,254,379,154.10 1,761,569,892.57 1,521,842,183.52
Interest expense - -
Commission charge
- -
and commission expense
Cash surrender
- -
value
Net amount of
- -
expense of compensation
Net amount of
withdrawal of insurance - -
contract reserve
Bonus expense of
- -
guarantee slip
Reinsurance
- -
expense
Operating tax and
10,280,981.03 8,165,243.05 10,719,145.91 9,615,512.39
extras
Sales expenses 375,581,894.12 209,139,566.13 441,873,131.43 361,018,674.62
Administration
87,775,089.03 50,445,875.14 53,766,926.83 31,215,187.99
expenses
Financial expenses -18,009,890.28 -16,609,956.60 -6,802,328.40 -4,544,898.40
Losses of
-13,568,094.54 -7,956,692.15 3,934,354.73 5,119,790.11
devaluation of asset
Add: Changing
income of fair value(Loss - -
is listed with “-”)
Investment income
1,925,072.77 2,040,000.32 3,276,460.70 3,042,080.77
(Loss is listed with “-”)
Including:
Investment income on
- - 101,146.45 234,935.78
affiliated company and
joint venture
Exchange income
- -
(Loss is listed with “-”)
III. Operating profit
-6,863,538.72 36,614,675.95 60,740,410.42 91,179,858.28
(Loss is listed with “-”)
Add: Non-operating
2,033,626.56 1,175,079.69 33,228,896.14 1,527,237.50
income
Less: Non-operating
1,099,131.87 367,382.52 189,747.84 11,571.65
expense
Including: Disposal 410,268.89 367,382.52 11,571.65 11,571.65
21
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
loss of non-current asset
IV. Total Profit (Loss is
-5,929,044.03 37,422,373.12 93,779,558.72 92,695,524.13
listed with “-”)
Less: Income tax
-4,940,349.34 3,834,510.49 14,399,804.07 13,612,328.50
expense
V. Net profit (Net loss is
-988,694.69 33,587,862.63 79,379,754.65 79,083,195.63
listed with “-”)
Net profit
attributable to owner’s of 4,858,979.15 33,587,862.63 79,144,209.52 79,083,195.63
parent company
Minority
shareholders’ gains and -5,847,673.84 - 235,545.13
losses
VI. Earnings per share:
(I). Basic earnings per
0.01 0.05 0.1914 0.1912
share
(II). Diluted earnings per
0.01 0.05 0.1914 0.1912
share
VII. Other consolidated
-106,074.87 -106,074.87 -2,104,418.50 -2,104,418.50
income
VIII. Total consolidated
-1,094,769.56 33,481,787.76 77,275,336.15 76,978,777.13
income
Total consolidated
income attributable to
4,752,904.28 33,481,787.76 77,039,791.02 76,978,777.13
owners of parent
company
Total consolidated
income attributable to -5,847,673.84 - 235,545.13
minority shareholders
The merging party realized net profit of RMB 00.00 before consolidation under same control in this
period.
4.3 Profit statement from year-begin to the end of report period
Prepared by Hefei Meiling Co., Ltd. Jan.-Sept. 2011 In RMB Yuan
Amount in this period Amount in last period
Items
Consolidation Parent Company Consolidation Parent Company
I. Total operating income 7,442,646,639.08 5,738,621,856.22 6,898,284,879.75 5,757,060,765.55
Including: Operating
7,442,646,639.08 5,738,621,856.22 6,898,284,879.75 5,757,060,765.55
income
Interest income - -
Insurance gained - -
Commission charge
- -
and commission income
II. Total operating cost 7,429,703,139.95 5,553,482,967.92 6,813,465,081.14 5,584,362,863.40
Including: Operating cost 5,835,812,631.07 4,558,710,517.16 5,209,668,623.39 4,244,090,447.13
Interest expense - -
Commission charge
- -
and commission expense
22
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Cash surrender
- -
value
Net amount of
- -
expense of compensation
Net amount of
withdrawal of insurance - -
contract reserve
Bonus expense of
- -
guarantee slip
Reinsurance
- -
expense
Operating tax and
29,734,833.85 25,658,811.37 29,161,232.19 26,921,112.52
extras
Sales expenses 1,356,557,447.90 865,393,459.98 1,428,272,370.27 1,215,466,920.70
Administration
231,319,253.25 134,528,877.52 138,126,001.93 89,487,388.55
expenses
Financial expenses -33,250,531.86 -35,335,067.91 -11,227,370.55 -7,037,974.45
Losses of
9,529,505.74 4,526,369.80 19,464,223.91 15,434,968.95
devaluation of asset
Add: Changing
income of fair value(Loss - -
is listed with “-”)
Investment income
2,257,469.01 2,204,271.19 140,917,222.76 140,682,842.83
(Loss is listed with “-”)
Including:
Investment income on
- - -1,637,852.21 -1,504,062.88
affiliated company and
joint venture
Exchange income
- -
(Loss is listed with “-”)
III. Operating profit
15,200,968.14 187,343,159.49 225,737,021.37 313,380,744.98
(Loss is listed with “-”)
Add: Non-operating
121,576,276.61 3,327,437.69 128,002,073.65 23,037,970.03
income
Less: Non-operating
3,242,460.35 2,248,212.57 718,315.80 496,808.23
expense
Including: Disposal
2,294,798.27 2,244,428.62 525,192.34 496,808.23
loss of non-current asset
IV. Total Profit (Loss is
133,534,784.40 188,422,384.61 353,020,779.22 335,921,906.78
listed with “-”)
Less: Income tax
13,195,542.44 28,048,383.83 54,701,199.12 51,949,689.11
expense
V. Net profit (Net loss is
120,339,241.96 160,374,000.78 298,319,580.10 283,972,217.67
listed with “-”)
Net profit
attributable to owner’s of 131,016,975.36 160,374,000.78 297,760,905.90 283,972,217.67
parent company
Minority
-10,677,733.40 - 558,674.20
shareholders’ gains and
23
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
losses
VI. Earnings per share:
(I). Basic earnings per
0.21 0.25 0.7199 0.6865
share
(II). Diluted earnings per
0.21 0.25 0.7199 0.6865
share
VII. Other consolidated
-106,074.87 -106,074.87 -107,555,556.24 -107,555,556.24
income
VIII. Total consolidated
120,233,167.09 160,267,925.91 190,764,023.86 176,416,661.43
income
Total consolidated
income attributable to
130,910,900.49 160,267,925.91 190,205,349.66 176,416,661.43
owners of parent
company
Total consolidated
income attributable to -10,677,733.40 - 558,674.20
minority shareholders
The merging party realized net profit of RMB 00.00 before consolidation under same control that
occurred from year-begin to end of this period.
4.4 Cash flow statement from year-begin to the end of report period
Prepared by Hefei Meiling Co., Ltd. Jan.-Sept. 2011 In RMB Yuan
Amount in this period Amount in last period
Items
Consolidation Parent Company Consolidation Parent Company
I. Cash flows arising
from operating activities:
Cash received from
selling commodities and 3,742,138,509.33 2,551,260,321.64 2,992,956,010.95 2,240,808,735.31
providing labor services
Net increase of
customer deposit and - -
interbank deposit
Net increase of loan
- -
from central bank
Net increase of
capital borrowed from - -
other financial institution
Cash received from
original insurance - -
contract fee
Net cash received
from reinsurance - -
business
Net increase of
insured savings and - -
investment
Net increase of
disposal of transaction - -
financial asset
24
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Cash received from
interest, commission - -
charge and commission
Net increase of
- -
capital borrowed
Net increase of
- -
returned business capital
Write-back of tax
56,902,243.75 11,097,120.70 12,350,382.54 3,147,453.85
received
Other cash received
concerning operating 160,715,258.22 4,649,052.65 82,448,095.83 11,408,189.52
activities
Subtotal of cash
inflow arising from 3,959,756,011.30 2,567,006,494.99 3,087,754,489.32 2,255,364,378.68
operating activities
Cash paid for
purchasing commodities
3,268,082,361.83 2,084,509,977.25 1,797,490,929.02 1,316,531,343.95
and receiving labor
service
Net increase of
customer loans and - -
advances
Net increase of
deposits in central bank - -
and interbank
Cash paid for
original insurance - -
contract compensation
Cash paid for
interest, commission - -
charge and commission
Cash paid for bonus
- -
of guarantee slip
Cash paid to/for
401,947,468.96 198,836,502.68 256,125,936.85 154,808,563.05
staff and workers
Taxes paid 341,699,457.59 301,602,937.85 254,815,080.50 231,947,561.89
Other cash paid
concerning operating 629,570,934.47 449,296,414.56 813,424,303.36 623,907,325.26
activities
Subtotal of cash
outflow arising from 4,641,300,222.85 3,034,245,832.34 3,121,856,249.73 2,327,194,794.15
operating activities
Net cash flows
arising from operating -681,544,211.55 -467,239,337.35 -34,101,760.41 -71,830,415.47
activities
II. Cash flows arising
-
from investing activities:
Cash received from
1,000,000.00 1,000,000.00 7,356,806.06 7,091,806.06
recovering investment
25
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Cash received from
3,921,480.54 3,681,177.60 142,186,905.71 142,186,905.71
investment income
Net cash received
from disposal of fixed,
81,152,480.73 1,265,057.60 90,951.53 42,781.00
intangible and other
long-term assets
Net cash received
from disposal of
- -
subsidiaries and other
units
Other cash received
concerning investing 22,785,825.94 21,653,981.21 10,065,835.63 26,635,332.62
activities
Subtotal of cash
inflow from investing 108,859,787.21 27,600,216.41 159,700,498.93 175,956,825.39
activities
Cash paid for
purchasing fixed,
164,884,385.79 114,767,303.99 53,273,584.72 57,849,328.94
intangible and other
long-term assets
Cash paid for
-21,753,532.00 129,000,000.00 313,200,000.00
investment
Net increase of
- -
mortgaged loans
Net cash received
from subsidiaries and 978,687.97 - 271,597,181.63
other units
Other cash paid
concerning investing - 37,000,000.00 2,499,344.00
activities
Subtotal of cash
outflow from investing 144,109,541.76 280,767,303.99 324,870,766.35 373,548,672.94
activities
Net cash flows
arising from investing -35,249,754.55 -253,167,087.58 -165,170,267.42 -197,591,847.55
activities
III. Cash flows arising
-
from financing activities
Cash received from
35,926,000.00 -
absorbing investment
Including: Cash
received from absorbing
minority shareholders’ - -
investment by
subsidiaries
Cash received from
152,961,241.63 120,000,000.00 328,860,000.00 328,860,000.00
loans
Cash received from
- -
issuing bonds
26
Hefei Meiling Co., Ltd. The Third Quarterly Report for 2011(Full Text)
Other cash received
concerning financing - 39,000,000.00 99,000,000.00
activities
Subtotal of cash
inflow from financing 188,887,241.63 159,000,000.00 328,860,000.00 427,860,000.00
activities
Cash paid for
246,450,449.52 219,500,000.00 208,000,000.00 204,000,000.00
settling debts
Cash paid for
dividend and profit
34,916,771.52 32,808,599.29 8,690,844.35 8,257,017.35
distributing or interest
paying
Including: Dividend and
profit of minority
- -
shareholder paid by
subsidiaries
Other cash paid
concerning financing 102,436.51 112,429,947.13 67,320,000.00
activities
Subtotal of cash
outflow from financing 281,469,657.55 364,738,546.42 216,690,844.35 279,577,017.35
activities
Net cash flows
arising from financing -92,582,415.92 -205,738,546.42 112,169,155.65 148,282,982.65
activities
IV. Influence on cash and
cash equivalents due to
4,764,243.63 4,528,421.63 -116,915.00 -410,017.51
fluctuation in exchange
rate
V. Net increase of cash
-804,612,138.39 -921,616,549.72 -87,219,787.18 -121,549,297.88
and cash equivalents
Add: Balance of
cash and cash equivalents 1,986,440,504.29 1,798,742,365.37 747,572,445.88 579,447,940.41
at the period -begin
VI. Balance of cash and
cash equivalents at the 1,181,828,365.90 877,125,815.65 660,352,658.70 457,898,642.53
period -end
4.5 Auditor’ report
Auditor’s opinions: Un-audited
Board of Director of
Hefei Meiling Co., Ltd.
Chairman: Zhao Yong
25 October 2011
27
