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皖美菱B:2013年第三季度报告全文(英文版)2013-10-17  

						       HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)




       HEFEI MEILING CO., LTD.
THE THIRD QUARTERLY REPORT FOR 2013




                October 2013




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                                     HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)



                                    Section I. Important Notes
     Board of Directors and the Supervisory Committee of Hefei Meiling Co., Ltd. (hereinafter referred to as the
Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious
statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities,
individual and/or joint, for the reality, accuracy and completion of the whole contents.

      Principal of the Company Mr. Liu Tibin, President Mr. Li Wei, Person in Charge of Accounting Works Mr.
Zhang Xiaolong and Person in Charge of Accounting Organ (Accounting Officer) Mr. Tang Bin hereby confirm
that the Financial Report of the Third Quarterly Report is authentic, accurate and complete.


     Third quarterly report of 2013 has not been audited.

     All directors of the Company are attended the Meeting for quarterly report deliberation.




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                                         HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)




        Section II. Main accounting data and changes of shareholders

I. Main accounting data and index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes   √ No

                                         Current period-end               Period-end of last year            Increase/decrease (%)

Total assets(RMB)                                  8,980,627,767.48                   7,886,140,432.47                             13.88%

Net assets attributable to
shareholders of listed company                     3,122,491,168.29                   2,955,787,652.31                              5.64%
(RMB)

                                                                                                                    Increase/decrease in
                                                               Increase/decrease in                                   comparison with
                                                                                         Year-begin to end of
                                        Current period        comparison with same                                     year-begin to
                                                                                              the Period
                                                              period of last year (%)                              Period-end of last year
                                                                                                                            (%)

Operating revenue (RMB)                  2,559,189,440.77                    14.37%          8,510,634,016.09                      12.72%

Net profit attributable to
shareholders of the listed company          69,441,621.00                    72.75%            205,133,196.62                      35.80%
(RMB)

Net profit attributable to
shareholders of the listed company
                                            54,931,442.79                    67.42%            185,572,140.37                      28.47%
after deducting non-recurring gains
and losses(RMB)

Net cash flow arising from
                                              --                        --                    -113,126,824.59                     -177.95%
operating activities(RMB)

Basic earnings per share
                                                     0.0909                  72.81%                      0.2686                    35.79%
(RMB/Share)

Diluted earnings per share
                                                     0.0909                  72.81%                      0.2686                    35.79%
(RMB/Share)

Weighted average ROE (%)                             2.22%                    0.84%                        6.72%                    1.45%


Whether share capital of the Company, from period-end to the disclosure date of 3rd quarter report, has changed
and has influenced on amount of owners’ equity due to the new shares issuing, increase issues in stocks, allotment,
stock ownership incentive exercise and buy-back etc. or not

□Yes √No



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                                             HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Items and amount of extraordinary profit (gains)/losses
√Applicable         □Not applicable
                                                                          Amount from year-begin to
                                   Item                                                                                Note
                                                                              end of the Period

Gains/losses from the disposal of non-current asset (including the
                                                                                          -1,151,968.50                 --
write-off that accrued for impairment of assets)

Governmental subsidy reckoned into current gains/losses (not
including the subsidy enjoyed in quota or ration according to
                                                                                          23,086,340.00                 --
national standards, which are closely relevant to enterprise’s
business)

Other non-operating income and expenditure except for the
                                                                                            980,043.10                  --
aforementioned items

Less: impact on income tax                                                                 2,931,352.59                 --

Impact on minority shareholders’ equity (post-tax)                                         422,005.76                  --

Total                                                                                     19,561,056.25                 --

Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable     √ Not applicable


II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period

                                                                                                                                    In Share

         Total shareholders at
                                                                                  63,443
                period-end

                                                   Shares-held of top ten shareholders

                                                                                                              Number of share
                                                             Proportion                      Amount of
                                              Nature of                     Amount of                          pledged/frozen
                Shareholders                                 of shares                        restricted
                                             shareholder                    shares held                     State of
                                                             held (%)                        shares held                      Amount
                                                                                                             share

    Sichuan      Changhong      Electric State-owned legal
                                                              21.58%         164,828,330       56,031,120      -                -
    Co., LTD                                   person

    Guo     Yuan      Securities    Co.,    Domestic non
    Ltd.—specified      account      for   state-owned       4.95%           37,800,000          -            -                -
    agreed to buy-back                        corporate

    Zhengde life insurance Co.,             Domestic non
    LTD-universal              insurance    state-owned       3.77%           28,800,000          -            -                -
    products                                  corporate


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                                        HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Changhong       (Hong      Kong)
                                     Foreign corporate   3.30%        25,165,823          -                  -           -
Trading Company Limited

         GUOTAI JUNAN
 SECURITIES(HONGKONG)                Foreign corporate   2.15%        16,420,583          -                  -           -
             LIMITED

                                      Foreign natural
CAO SHENGCHUN                                            1.71%        13,039,221          -                  -           -
                                          person

Hefei Xingtai Holding Group State-owned legal
                                                         1.312%       10,023,401          -                  -           -
Co., Ltd.                                 person

                                       Domestic non
Zhejiang Veken Capital Co.,
                                       state-owned       1.309%       10,000,000          -                  -           -
Ltd.
                                        corporate

Jiujia   Securities    Investment      Domestic non
Funds                                  state-owned       0.66%         5,059,970          -                  -           -
                                        corporate

CCB—Bosch Strategy Flexible           Domestic non
Allocation     Mix      Securities     state-owned       0.55%         4,193,280          -                  -           -
Investment Funds                        corporate

                               Particular about top ten shareholders with un-restrict shares held

                                                            Amount of un-restrict shares                Type of shares
                        Shareholders
                                                                         held                       Type            Amount

                                                                                              RMB ordinary
Sichuan Changhong Electric Co., LTD                                          108,797,210                            108,797,210
                                                                                                    shares

Guo Yuan Securities Co., Ltd.—specified account for                                          RMB ordinary
                                                                                37,800,000                           37,800,000
agreed to buy-back                                                                                  shares

Zhengde life insurance Co., LTD-universal insurance                                           RMB ordinary
                                                                                28,800,000                           28,800,000
products                                                                                            shares

                                                                                              Domestically
Changhong (Hong Kong) Trading Company Limited                                   25,165,823    listed foreign         25,165,823
                                                                                                    shares

                                                                                              Domestically
GUOTAI         JUNAN         SECURITIES(HONGKONG)
                                                                                16,420,583    listed foreign         16,420,583
LIMITED
                                                                                                    shares

                                                                                              Domestically
CAO SHENGCHUN                                                                   13,039,221    listed foreign         13,039,221
                                                                                                    shares

                                                                                              RMB ordinary
Hefei Xingtai Holding Group Co., Ltd.                                           10,023,401                           10,023,401
                                                                                                    shares

Zhejiang Veken Capital Co., Ltd.                                                10,000,000    RMB ordinary           10,000,000


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                                             HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


                                                                                                    shares

                                                                                                RMB ordinary
    Jiujia Securities Investment Funds                                              5,059,970                          5,059,970
                                                                                                    shares

    CCB—Bosch Strategy Flexible Allocation Mix Securities                                      RMB ordinary
                                                                                    4,193,280                          4,193,280
    Investment Funds                                                                                shares

                                                                Among the above shareholders, Changhong (Hong Kong)
                                                                Trading Co., Ltd. is the wholly-owned subsidiary of Sichuan
                                                                Changhong Electronic Co., Ltd.; there existed no associated
                                                                relationship or belong to the concerted actors as specified in the
                                                                Measures for the Administration of Information Disclosure of
          Explanation on associated relationship among the      Shareholder Equity Changes of Listed Companies among
                       aforesaid shareholders                   Sichuan Changhong Electronic Co., Ltd., Changhong (Hong
                                                                Kong) Trading Co., Ltd. and other top 8 shareholders; and the
                                                                Company has not known whether they belong to the concerted
                                                                actors as specified in the Measures for the Administration of
                                                                Information Disclosure of Shareholder Equity Changes of Listed
                                                                Companies or not.

        Explanation on shareholders involving margin business
                                                                —
                           (if applicable)

Whether has a buy-back agreement dealing in reporting period
√Yes    □No

In reporting period, the second largest shareholder of the Company Hefei Xingtai Holding Group Co., Ltd.
(“Xingtai Holding”) conduct an agreed-to-buyback trading, details are as:
     On 13 September 2013, Xingtai Holding conduct a security agreed-to-buyback dealing with Guo Yuan
Securities Co., Ltd. (“Guo Yuan Securities”) with the unrestricted circulated A share of the Company, 37,800,000
shares held (account for 4.95 percent of total shares of the Company), term of agreed-to-buyback was one year.
Equity transfer was completed on 16 September 2013 between Xingtai Holding and Guo Yuan Securities. Xingtai
Holding owes 47,823,401 A-share of the Company before this transaction, a 6.26 percent of the total shares
accounted, and after transaction, 10,023,401 A-share of the Company were held by Xingtai Holding, a 1.31
percent of total shares of the Company. There is no buy-back dealing occurred in reporting period. More details
with this transaction concerned please found in the Notice No.: 2013-043 released on appointed media dated 17
September 2013




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                                       HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)




                                     Section III. Important events

I. Particular about major changes from items of main accounting statements and financial
indexes as well as reasons

1. Changes of items of balance sheet and cause analysis
                                                                                                                   In RMB

                                                             Changes
      Item           Closing balance     Opening balance                                       Reasons
                                                               (%)
                                                                         Mainly because bank acceptance received in peak
 Note receivable    2,412,532,533.18     1,738,725,417.01      38.75%    seasons increased, and which has not yet due for
                                                                         collection in the Period.

                                                                         Mainly because the national subsidy of
 Other account
                     294,268,927.15         31,288,336.44     840.51%    energy-saving and civil-benefit has not collected
   receivable
                                                                         totally yet.

   Short-term                                                            Mainly because the short-term borrowings from
                     477,356,066.29         45,456,805.14     950.13%
   borrowings                                                            parent company increased.

  Non-current
                                                                         Mainly because the long-term borrowings due
  liability due      118,709,083.76          7,777,304.72    1426.35%
                                                                         within one year was re-classified
 within one year

   Long-term                                                             Mainly because re-classified to long-term
                      10,474,600.00        131,114,600.00     -92.01%
   borrowings                                                            borrowings due within one year

 Retained profit     552,690,497.42        385,744,261.05      43.28%    Mainly because new profit increased in the Period.

    Balance
  difference of                                                          Mainly due to the changes of rate in foreign
                      -1,960,540.02         -1,278,962.31      53.29%
foreign currency                                                         currency for oversea subsidiaries in Period
   translation

    Minority
                                                                         Mainly because part of the marketing subsidiaries
  shareholders’        4,606,377.74        25,682,269.34     -82.06%
                                                                         loss in the Period
     equity

2. Changes of items of profit statement and cause analysis
                                                                                                                   In RMB

                                         Same period of     Changes
      Item             This Period                                                            Reasons
                                            last year        (%)

                                                                        The discarded electronic products processing funds
 Business tax and
                       88,458,009.30      64,999,503.81       36.09%    were accrued and paid in first half year, an no such
      extra
                                                                        payment in last period

    Losses of          14,244,639.27      42,035,123.93      -66.11%    The inventory turnover increased in the Period,



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                                      HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


  devaluation of                                                        more long-aged inventory decreased
       asset

   Investment                                                           Mainly because part of the joint venture earns more
 income (loss is         655,790.37          80,274.04        716.94%   profit and more bonus from part of the invested
 listed with “-“)                                                     enterprise

                                                                        Mainly because energy-efficient promotion subsidy
  Non-operating                                                         was received by Sichuan Air-conditioner in same
                      28,267,868.84     116,559,820.74        -75.75%
     income                                                             period of last year while no such subsidy gained in
                                                                        the Period

   Income tax                                                           Mainly because the payable income tax increased
                      57,410,906.13      23,318,643.65        146.20%
    expenses                                                            in the Period

3. Changes of items of cash flow statement and cause analysis
                                                                                                                    In RMB

                                         Same period of       Changes
      Item            This Period                                                                 Reasons
                                            last year           (%)
 Other cash paid
   concerning                                                              Mainly because cash the energy-saving subsidy
                      631,130,042.54      429,151,777.23         47.06%
   operating                                                               increased in the Year
    activities

 Cash received
                                                                           Mainly because investment gains from part of
from recovering          720,000.00                       -     100.00%
                                                                           the stock-jointly enterprises in the Period
   investment

 Cash received
                                                                           Mainly because more bonus received from
from investment        1,729,002.25         1,073,757.30         61.02%
                                                                           invested enterprises
    income

Net cash received
from disposal of                                                           Mainly because part of the compensation for
fixed, intangible     18,269,532.35        10,508,917.59         73.85%    land reserved was received by parent company in
   and other                                                               Period
long-term assets

   Other cash
    received
                                                                           Mainly due to the bank interest from the Bank
   concerning         43,682,448.19        15,682,560.50        178.54%
                                                                           increased
    investing
    activities

  Cash paid for
purchasing fixed,
                                                                           Mainly due to the y-o-y decrease of fixed assets
 intangible and       61,005,364.72       112,886,554.15        -45.96%
                                                                           purchased by parent company in Period
 other long-term
     assets

  Cash paid for        2,011,142.68                       -     100.00%    Mainly because more investment in part of the


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                                     HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


   investment                                                             subsidiaries in Period

 Cash received                                                            Mainly because short-term borrowings from
                      526,937,824.68      380,685,156.66        38.42%
   from loans                                                             parent company increased

  Cash paid for                                                           Mainly because the borrowings from parent
                      118,788,409.39      355,426,724.40       -66.58%
  settling debts                                                          company has not due without payment

 Other cash paid                                                          The Company implemented capitalized from
   concerning                                                             capital reserves in August last year with the
                           77,487.63          127,556.56       -39.25%
    financing                                                             registration charge for equity increased, and no
    activities                                                            such expenditure in the Period

 Impact on cash
    and cash                                                              Mainly due to the changes of foreign currency
                       13,377,740.60        6,089,804.83       119.67%
 equivalent from                                                          rate in Period
 changes of rate

II. Progress of significant events, their influences, and analysis and explanation of their
solutions
1. Usage of fund raised and projects with fund raised in report period
     Total proceeds raised in privately offering in 2010 are RMB1,199,999,820.00 and the net proceeds amount to
RMB1,177,954,320.00 after deducted offering expenses RMB 22.0455 million (including underwriting and
sponsoring fee RMB 20.5 million).
   As of 30 September 2013, totally raise fund RMB 843,013,809 used for the project with fund raised by the
Company, and balance amounting as RMB 369,773,488, which including: unpaid contract amount and margin act.
RMB 85,332,529, balance of fund raised project RMB 249,607,982 and interest from account for raised fund
RMB 34,832,977. In addition, there is no supplementation of working capital by idle fund raised so far.
     The fund raised RMB 843,013,809 used by the Company including: RMB 477169494 invested in the
production base of Athena luxury refrigerator; RMB 217889995 has invested in expansion of freezers in aspect of
capacity; RMB 110 million has (moreover, this project used the saving interest of the capital RMB 91,034)
invested in capacity expansion of environment protection and energy-saving refrigerators and RMB 37,954,320
(moreover, this project used the saving interest of the capital RMB 13,791) supplemented current capital.
      Up to the end of September 2013, the above mentioned three projects “the production base of Athena luxury
refrigerator”, “expansion of freezers in aspect of capacity” and “capacity expansion of environment protection and
energy-saving refrigerators” have completed. Among them, the production base of Athena luxury refrigerator
(“Athena Project”) has completed, the 1st and 2nd phase has achieved the expected conditions for use in June 2012
and June 2013 respectively with a production capacity of 2 million (double-shift) middle and high-end refrigerator
annually. The expansion of freezers in aspect of capacity has completed, the 1st and 2nd phase has achieved the
expected conditions for use in January 2011 and April 2013 respectively with a production capacity of 1.2 million
(double-shift) freezers annually. And the capacity expansion of environment protection and energy-saving
refrigerators shows a favorable condition in production since December 2010, and it has achieved the production
capacity of 0.6 million (double-shift) environment protection and energy-saving refrigerators annually.
     As operation required of the Company, and in purpose of improving the service efficiency of fund raised,
reduced the financial expenditure of the Company, increase the company's working capital, thereby enhancing the
operating efficiency of the company, the Company plans to supplement working funds as of 30 September 2013
with the balance of fund raised RMB 284,440,959 (interest income RMB 34,832,976 included) and later interest


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                                          HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


permanently. More details please found in the Notice No.: 2013-049 released on appointed medial on the same
date.
2. Other important events
                                  Overview                                          Disclosure date     Query index for interim notice

On 25 January 2013, the Board received a resignation report in written from
                                                                                                      Juchao Website:
deputy president Mr. Li Daijiang, he resigned the post due to occupation
                                                                                  2013-1-29           http://www.cninfo.com.cn ( No.:
mobility. And Mr. Liao Tao was appointed as the deputy president of the
                                                                                                      2013-002 and 2013-003)
Company dated 28 January 2013 by the Board.

Being deliberated and approved by 22nd meeting of 7th session of the Board
and 1st extraordinary shareholders’ general meeting of 2013, independent
directors express approval opinion, related shareholders and directors are
avoided the voting, after public bidding, the domestic after-sales service were
                                                                                  2013-1-29 and       Juchao Website:
agreed to entrusted to the third party, the professional appliance after-sales
                                                                                  2013-2-23           http://www.cninfo.com.cn ( No.:
service enterprise--- Sichuan Service Exp. Appliance Service Chain Co., Ltd.
                                                                                                      2013-003, 2013-003 and 2013-007)
(“Service Exp”). The entrusted business consist a related transaction due to
the Service Exp. being the wholly-owned controlling subsidiary of Sichuan
Changhong Electric Co., LTD, the controlling shareholder of the Company.

On 5 February 2013, the 6th batch of circulating shares with restricted
condition after the implementation of equity division reform were released                            Juchao Website:
from restriction and listed for trading. 4 shareholders were released in total 2013-2-1               http://www.cninfo.com.cn ( No.:
with 1,138,205 shares released, representing 0.1490% of the total share                               2013-006)
capital of the Company.

On 18 April 2013, the Board received a resignation report in written from
                                                                                                      Juchao Website:
deputy president Mr. Yu Wanchun, he resigned the post due to occupation
                                                                                  2013-4-19           http://www.cninfo.com.cn ( No.:
mobility. And Mr. Zhang Xiaolong was appointed as the CFO (person in
                                                                                                      2013-013 and 2013-016)
charge of finance) of the Company dated 18 April 2013 by the Board.

Being deliberated and approved in 14th meeting of 7th session of supervisory
committee and annual shareholders’ general meeting of 2012, and in line with
                                                                                                      Juchao Website:
the recommendation from controlling shareholder --Sichuan Changhong               2013-4-19 and
                                                                                                      http://www.cninfo.com.cn ( No.:
Electric Co., LTD, Ms. Hu Jia was agreed to elected as the supervisor of 7th      2013-6-7
                                                                                                      2013-014 and 2013-021)
session of supervisory committee and Mr. Ye Honglin serves no more of the
supervisor for the Company.


On 6 June 2013, the “Profit Distribution Plan for year of 2012” was

deliberated and approved by annual shareholders’ general meeting of 2012.
                                                                                                      Juchao Website:
The Company agreed to distribute RMB 0.5 (tax included) in cash for every 2013-6-7 and
                                                                                                      http://www.cninfo.com.cn ( No.:
10 shares held by all shareholders of the Company based on total share 2013-7-15                      2013-021 and 2013-024)
capital 763,739,205 shares held so far. The aforesaid profit distribution plan

was implemented on 14 July 2013.

The “Proposal of Part of Land Use Right Reserve” was deliberated and 2013-6-1, 2013-6-28 Juchao Website:
approved in 26th meeting of 7th session of the Board held on 31 May 2013, in and 2013-8-10            http://www.cninfo.com.cn ( No.:


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                                              HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


accordance with the city planning requirement from Hefei Government, the                       2013-019, 2013-020, 2013-023 and
land use right locate at Longgang comprehensive economic development                           2013-032)
                                    2
zone, Hefei City with 103,978.9 m (155.9684 Mu in total, land use right
serial: Dong Guo Yong (2004) Zi No. 0200, the purpose of using was
industry) was agreed to reserved by the land reserve center of Hefei City,
total compensation for the land use right reserved amounting as RMB 74.48
million. In accordance with the “Land User Regain Contract for State-owned
Construction Land Use Rights of Hefei City (He Tu Chu Shou [2013]
No.36)” signed between the Company and Hefei Land Reserved Center on 25
June 2013, the land use right has been reserved by Hefei Land Reserved
Center. The first phase of compensation RMB 15 million was received by the
Company at early of August 2013 from Hefei Land Reserved Center.

The “Proposal of Land Use Right Reserve from Subsidiary” was deliberated
and approved in 27th meeting of 7th session of the Board held on 22 July
2013, the land use right locate at economic development zone, Feidong
County with 19,245.09 m2 and 46,161.9 m2 respectively owned by
subordinate subsidiary Hefei Equator Appliance Co., Ltd and Meiling                            Juchao Website:
Equator Appliance (Hefei) Co., Ltd were agreed to reserved by the land 2013-7-23               http://www.cninfo.com.cn ( No.:
reserve center of Feidong County, and entered into the “Reserve Contract for                  2013-025 and 2013-026)
State-owned   construction   Land       Use    Rights   of   Feidong   County”.
Compensation for the land reserves approximately as RMB 36 million,
among which RMB 10.59 was compensated for the Hefei Equator Appliance
Co., Ltd while RMB 25.41 for Meiling Equator Appliance (Hefei) Co., Ltd

According to the “Implementation Plan of Annual Performance Incentive
Fund of Hefei Meiling Co., Ltd.” which was deliberated and approved by 16th
meeting of 7th session of the Board and 2nd extraordinary shareholders’
general meeting of 2012, the Company held the 28th meeting of 7th session of
the Board, 15th meeting of 7th session of supervisory committee and 2nd
extraordinary shareholders’ general meeting of 2013 dated 29 July 2013 and
15 August 2013 respectively, being recognized by independent directors, and
                                                                                   2013-7-30
benefited directors withdraw from the voting, agreed to withdrawal RMB
                                                                                   2013-8-16   Juchao Website:
19219800 incentive fund from 10% of the net profit attributable to
                                                                                               http://www.cninfo.com.cn ( No.:
shareholders of the listed company for year of 2012, which has been audited. 2013-8-27
                                                                                               2013-027, 2013-028, 2013-029,
And allocated RMB 18217000 in incentive fund to 30 qualified incentive 2012-8-29
                                                                                               2013-030, 2013-037, 2013-038,
objects, all of the incentive objects shall purchase shares of the Company via 2013-8-31
                                                                                               2013-039, 2013-040, 2013-041 and
open market with the performance incentive fund received (after relevant 2013-9-4
                                                                                               2013-042)
income tax paid) plus no less than 30 percent of the total annual remuneration
                                                                               2013-9-7
(total annual remuneration after relevant income tax and insurance & housing
fund have been paid, performance incentive fund excluded). As for the shares
purchased by incentive objects (including director and president Mr. Li Wei,
director Mr. Wang Yong, supervisor Mr. Shang Wen, standing deputy
president Mr. Liu Weihong, deputy president Mr. Deng Xiaohui, deputy
president Mr. Wang Yingmin, deputy president Mr. Liao Tao and secretary of
the Board Ms. Li Xia) with performance incentive fund (after income tax

                                                                                                                            11
                                         HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


paid) plus self-owned funds, more details please found in the appointed
media released on 27 August 2013 and 7 September 2013. Up to the
disclosure date for the Report, the performance incentive plans for year of
2012 has completed, all incentive objects have purchased the shares of the
Company as committed and lock-up the shares.

To maintain the independence and completeness of the trade mark and trade
name Meiling, following the principle of centralized management and unified
use of trade mark and trade name, the Company detailed combed and
thoroughly checked the situation left over by history in which the use the             Juchao Website:
trademark and trade name are permitted before acquisition of Hefei Meiling 2013-8-16   http://www.cninfo.com.cn
Holding Group co., LTD. As at the end of reporting period, the litigation and          ( Semi-Annual Report of 2013)
arbitration Meiling brand involved has no further progress. More details
please found in the statement in “Section V. Important Events” carried in
Semi-Annual Report of 2013


III. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or made in previous period and extending to reporting period.




                                                                                                                   12
                                                                                                       HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)



                                                                                                                                                 Commitmen Commitment
  Commitments           Accepter                                                    Contents                                                                                     Implementation
                                                                                                                                                    t date        term

                                                               1. The acquirer shall not engage in refrigerator business or activity which
                                                               competes or will compete with business of Hefei Meiling Co., Ltd                              Effective     Strictly performed the
                                                               (“Meiling Electrical Appliances”), or that which has interest conflict with                 permanently   commitments
                                                               Meiling Electrical Appliances.

                                                               2. The acquirer promises to apply shareholders’ right on a legal and
                     Sichuan         Commitment and                                                                                                          Effective     Strictly performed the
Commitments                                                    reasonable manner and shall not take any action to limit or affect the
                     Changhong       guarantee of horizontal                                                                                                 permanently   commitments
made in                                                        normal operation of Meiling Electrical Appliances.
                     Electric Co.,   competition avoidance
acquisition report                                                                                                                               2007-6-12
                     LTD             made in “Acquisition     3. For any opportunity to engage in competing business, the acquirer will
or equity change
                     (“Sichuan   Report of Hefei Meiling advise Meiling Electrical Appliances in written for engaging such
report                                                    business or not. If Meiling Electrical Appliances gives no clear written
                     Changhong”) Co., Ltd”
                                                          reply as to whether engaging the competing business or not within 20                               Effective     Strictly performed the
                                                               days after receipt of the aforesaid letter, it shall be deemed that it will not               permanently   commitments
                                                               engage in such business. The acquirer will only engage in non-competing
                                                               business provided that Meiling Electrical Appliances confirms not to or is
                                                               deemed to not engage in such non-competing business.

                                                               1. It will not engage in such business or activity that competes with or has
                                                               interest conflict with that of Meiling Electrical Appliances except for the
                                                             action taken for sake of Meiling Electrical Appliances as required by
                                     Commitment regarding Meiling Electrical Appliances.
Commitment                           to reducing and
                     Sichuan                                 2. The Company promises to apply shareholders’ right on a legal and                            Effective     Strictly performed the
made during the                      preventing competition                                                                             2010-6-24
                     Changhong                               reasonable manner and shall not take any action to limit or affect the                          permanently   commitments
non-public offer                     with Meiling Electrical
                                                             normal operation of Meiling Electrical Appliances.
                                     Appliances
                                                             3. In case that Meiling Electrical Appliances expects, on the basis of its
                                                               existing business, to expand its operation scope into the business which
                                                               the Company has already operated, the Company agrees to grant pre

                                                                                                                                                                                                    13
                                                                 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)
                           emptive right to Meiling Electrical Appliances regarding such business if
                           the same conditions are met, provided that the Company is still the
                           controlling shareholder or actual controller of Meiling Electrical
                           Appliances.

                           1. Measures will be adopted to prevent continued related transaction with
                           Meiling Electrical Appliances: as to the related transaction that can not be
                           prevented, it will sign related transaction agreement with Meiling
                     Electrical Appliances under the market principles of “equally paid and
Commitment regarding mutual benefit”, and fairly determined the transaction price according to
to reducing and      the market prevailing standards.
                                                                                                                      Effective      Strictly performed the
standardizing related                                                                                     2010-6-24
                           2. Perform the necessary obligations to make related directors and related                 permanently    commitments
transaction with Meiling
                           shareholder abstain from voting according to relevant regulation, and
Electrical Appliances
                           observe legal procedure for approving related transaction and information
                           disclosure obligations.

                           3. Promise not to hurt legal interests of Meiling Electrical Appliances and
                           other shareholders through related transaction.

Commitment on restriction period of the shares subscribed by Meiling Electrical Appliances by
                                                                                                                      2011-1-10 to
non-public offering: the shares allocated are locked for 36 months automatically from the 2010-12-23
                                                                                                                      2014-1-10
registration date under relevant regulations.

Commit to transfer the land and buildings to Sichuan Changhong Air Conditioner Co., Ltd.
                                                                                                                                     Implementing
(“Changhong Air Conditioning”) upon determination of assets property; urge its subsidiary
                                                                                                                      Before
Sichuan Changhong Minsheng Logistics Co., Ltd. transfer the land and buildings held by the 2010-9-7
                                                                                                                      completed
company to Mianyang Meiling Refrigerator Co., Ltd. (“Mianyang Meiling”) upon determination of
assets property




                                                                                                                                                              14
                                                                                                       HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)



                                       Commit to authorized Changhong Air Conditioning and Zhongshan Air Condition Appliance Co.,                            Effective     Strictly performed the
                                                                                                                                                2010-11-6
                                       Ltd. (“Zhongshan Air Conditioning”) to use “Changhong” trademark and relevant patents for free.                   permanently   commitments




                      Changhong
                                       Changhong Minsheng Logistics Co., Ltd.—the subordinate subsidiary of Sichuan Changhong,
                      Minsheng                                                                                                                               Before
                                       commits to transfer the land and buildings to Mianyang Meiling upon determination of the relevant 2010-9-7                          Implementing
                      Logistics Co.,                                                                                                                         completed
                                       building title certificate.
                      Ltd.


                                       1. Commit to disclose periodic reports on a truthful, accurate, complete, fair and prompt manner, to
                                       disclose all the information that have important influences over investors, to accept supervision
                                       under the CSRC and Shenzhen Stock Exchange.

                                       2. Commit to make public clarification in respect of such information that is released from any
                                       public media and may result in misleading influences on stock price once the Company is aware of
                                       such information.                                                                                                     Effective     Strictly performed the
                      The Company                                                                                                               2011-1-7
                                                                                                                                                             permanently   commitments
                                       3. The directors, supervisors, senior management and core technicians of the Company will accept
                                       opinions and criticism from the social publics, and they will not trade the Company’s securities,
                                       directly or indirectly, with any inside information and other illegal methods. The Company
                                       promises that the documents submitted to Shenzhen Stock Exchange exist no false statement or
                                       material omission, and no relevant information will be disclosed during the application for listing
                                       without prior content from Shenzhen Stock Exchange.

                                       1. The current capital supplemented with certain idle proceeds is only authorized to use for                                        On 7 June 2013, the idle
Commitment in
respect of                             production operation purposes.                                                                                                      raised fund has return to the
applying certain                       2. The idle proceeds supplementing current capital will be returned to proceeds account upon                          2012-12-11 to specific account. The
                      The Company                                                                                                               2012-11-24
idle proceeds in                       maturity.                                                                                                             2013-12-11    commitment 1-3 has
supplement                                                                                                                                                                 completed and commitment
                                       3. If acceleration of project construction results in early application of proceeds, the Company shall
current capital for                                                                                                                                                        4 still in implementation
                                       return the capital to proceeds account ahead of time, thus not to affect the normal progress of the
                                                                                                                                                                                                    15
                                                                                                    HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)
temporary purpose                 investment project that the proceeds are related to, and not to change the application purpose of
                                  proceeds raised

                                  4. the Company commits that during the 12 months after application of the idle proceeds
                                  supplementing current capital, it will not make securities investment or risk investment amounting
                                  over RMB10 million; not apply such proceeds, directly or indirectly, in placing or subscription of
                                  new share, or trading stocks, the underlying derivatives and convertible bonds; not to change
                                  application purpose of proceeds and hurt shareholders’ interests.

                                  1. Since the property transfer didn’t involve the buildings and land currently used by Changhong
                                  Air Conditioning, Sichuan Changhong commits, upon the completion of equity transfer, to
                                                                                                                                                     Before
                                  continue to lease such assets to Changhong Air Conditioning at market price, and negotiate with                                    Implementing
                                                                                                                                                     completed
                                  Meiling Electrical Appliances in respect of the transfer of the buildings and land according to the

Commitment                        operation needs of Changhong Air Conditioning.

 made in transfer                 2. After completion of this property transfer, Sichuan Changhong commits to manage to prevent
                    Sichuan
 of air                           new related transaction with Meiling Electrical Appliances. For those which can not be prevented, 2009-12-10
                    Changhong                                                                                                                        Effective       Strictly performed the
 conditioning                     Sichuan Changhong commits to determine the transaction price based on market accepted methods,
                                                                                                                                                     permanently     commitments
 assets property                  so as to ensure fairness of related transaction and protection of the interest of Meiling Electrical
                                  Appliances.

                                  3. Sichuan Changhong commits that it will not engage in air conditioning and refrigerator business
                                                                                                                                                     Effective       Strictly performed the
                                  or activity which competes or will compete with business of Meiling Electrical Appliances, or that
                                                                                                                                                     permanently     commitments
                                  which has interest conflict with Meiling Electrical Appliances.

Commitment          Part of the                                                                                                                      After three
                                  1. The shares of Meiling Dianqi purchased should not be reduced through market in all kinds in
made in             Directors,                                                                                                                       years from 15
                                  first year of holding, and the shares should be reduced 50% of the shares hold based on relevant
purchasing shares supervisors,                                                                                                           2013-8-15   August 2013     Implementing
                                  laws and regulations in second year of holding, and the rest 50% shares held should be reduced in
of the Company      senior                                                                                                                           to the shares
                                  the third year according to laws and regulations.
with performance executives and                                                                                                                      purchased




                                                                                                                                                                                              16
                                                                                                    HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)
incentive fund and other incentive                                                                                                                     After six
self-owned funds objects             2. Directors, supervisors and senior executives committed at the same time but not limited as, in                 months from
by incentive                         accordance with the Company Law, Securities Laws, Shares of the Company Held by Directors,                        15 August
objects                              Supervisors and Senior Executives and Management Regulation of Share-holding Changes and                          2013 to the
                                     other rules and regulations: in term of office, the shares transferred every year shall not exceed 25 2013-8-15   reassignment    Implementing
                                     percent of the shares of the Company held; the shares of the Company should not be sale within 6                  of directors,
                                     months after purchased or should not be purchased within 6 months after sold; the shares of the                   supervisors
                                     Company shall not be transferred within 6 months after left office.                                               and senior
                                                                                                                                                       executives
Completed on
                     √Yes □No □Not applicable
time or not
Detail reasons for
un-complement        -
and further plan

Whether made a
promise to
horizontal
competition and      □Yes √No
related
transactions that
resulted or not
Solution term
                     -
 promised
Solution way         -

Complementation -




                                                                                                                                                                                      17
                                     HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)




IV. Estimation of operation performance for year of 2013
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          √Not applicable

V. Particular about security investment
Explanation on equity of other listed company held
□Applicable          √Not applicable

VI. Particulars about derivatives investment

Particulars about the positions of derivatives investment at the end of report period

□Applicable           √Not applicable


VII. Registration form of receiving research, communication and interview in the report
period
                                                                                                        Content discussed and
       Date              Place            Way            Type                    Object
                                                                                                         documents provided
                                                                     Changjiang Security Co.,
                                                                     Ltd.; Huatai-PineBridge          Operation status of the
2013-01-14         Conference room    Field research   Institution Investment Co., Ltd.; Fortune Company, no material
                                                                     SG Fund Management Co.,          provided
                                                                     Ltd.

                                                                                                      Operation status of the
                                                                     China International Fund
2013-01-17         Conference room    Field research   Institution                                    Company, no material
                                                                     Management
                                                                                                      provided

                                                                     Donghai Securities Co., Ltd.; Operation status of the
2013-01-23         Conference room    Field research   Institution Guotai Fund Management             Company, no material
                                                                     Co., Ltd.                        provided

                                                                                                      Operation status of the
                                                                     China Asset Management
2013-01-30         Conference room    Field research   Institution                                    Company, no material
                                                                     Co., Ltd.
                                                                                                      provided

                                                                     Ping An Asset Management
                                                                     Co., Ltd.; Sinolink Securities
                                                                     Co., Ltd.; Caitong Fund          Operation status of the
2013-03-25         Conference room    Field research   Institution Management Co., Ltd.; HFT Company, no material
                                                                     Investment Management Co., provided
                                                                     Ltd.; Lombarda China Fund
                                                                     Management Co., Ltd.

2013-03-28         Conference room    Field research   Institution Everbright Securities Asset        Operation status of the


                                                                                                                                18
                               HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


                                                              Management Co., Ltd.;            Company, no material
                                                              Guotai Fund Management           provided
                                                              Co., Ltd.; Nanjing Securities
                                                              Co., Ltd.; China Merchants
                                                              Securities Co., Ltd.; China
                                                              Asset Management Co., Ltd.

                                                                                               Operation status of the
2013-03-29   Conference room   Field research   Institution Northeast Securities Co., Ltd Company, no material
                                                                                               provided

                                                              Chang Xin Asset
                                                                                               Operation status of the
                                                              Management Co., Ltd.;
2013-04-25   Conference room   Field research   Institution                                    Company, no material
                                                              Xiangcai Securities Co., Ltd.;
                                                                                               provided
                                                              Guoyuan Securities Co., Ltd

                                                                                               Operation status of the
2013-04-26   Conference room   Field research   Institution Great Wall Securities Co., Ltd Company, no material
                                                                                               provided

                                                              Founder Securities Co., Ltd;、
                                                              ICBC Credit Suisse Asset
                                                              Management Co., Ltd.;            Operation status of the
2013-05-08   Conference room   Field research   Institution Dongguan Securities Co.,           Company, no material
                                                              Ltd; Changjiang Securities       provided
                                                              Co., Ltd; China Investment
                                                              Securities Co., Ltd

                                                                                               Operation status of the
2013-05-28   Conference room   Field research   Institution Minsheng Securities Co., Ltd Company, no material
                                                                                               provided

                                                                                               Operation status of the
                                                              Fortune SG Fund
2013-08-29   Conference room   Field research   Institution                                    Company, no material
                                                              Management Co., Ltd.
                                                                                               provided

                                                              Industrial Securities Co., Ltd; Operation status of the
2013-09-04   Conference room   Field research   Institution Sunshine Asset Management Company, no material
                                                              Co., Ltd.                        provided

                                                              China Asset Management
                                                              Co., Ltd.; Sinolink Securities Operation status of the
2013-09-11   Conference room   Field research   Institution Co., Ltd.; Broad Capital;          Company, no material
                                                              Harvest Fund Management          provided
                                                              Co., Ltd.




                                                                                                                         19
                                           HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)



                                       Section IV. Financial Statement
I. Financial statement
1. Consolidated Balance Sheet
Prepared by Hefei Meiling Co., Ltd                     2013-9-30                      Unit: RMB
                      Items                        Balance at period-end                   Balance at period-begin

Current assets:

       Monetary funds                                              1,969,068,663.35                        1,701,307,578.13

       Settlement provisions

       Capital lent

       Transaction finance asset

       Notes receivable                                            2,412,532,533.18                        1,738,725,417.01

       Accounts receivable                                          963,510,650.63                           753,762,080.84

       Accounts paid in advance                                      61,567,160.19                            49,414,835.51

       Insurance receivable

       Reinsurance receivables

       Contract reserve of reinsurance
receivable

       Interest receivable

       Dividend receivable

       Other receivables                                            294,268,927.15                            31,288,336.44

       Purchase restituted finance asset

       Inventories                                                 1,249,391,552.28                        1,503,307,251.66

       Non-current asset due within one
year

       Other current assets

Total current assets                                               6,950,339,486.78                        5,777,805,499.59

Non-current assets:

       Granted loans and advances

       Finance asset available for sales

       Held-to-maturity investment

       Long-term account receivable

       Long-term equity investment                                   30,981,427.41                            35,150,428.02

       Investment property                                           15,903,523.25                            16,509,959.84

       Fixed assets                                                1,142,023,593.58                        1,243,889,950.81

       Construction in progress                                      78,149,371.26                            70,705,114.33


                                                                                                                         20
                                                HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


     Engineering material

     Disposal of fixed asset                                          66,504,728.60

     Productive biological asset

     Oil and gas asset

     Intangible assets                                               582,933,031.64                     628,269,816.49

     Expense      on      Research        and
                                                                      33,840,269.09                      31,746,326.41
Development

     Goodwill                                                          5,529,842.09                        5,529,842.09

     Long-term         expenses      to    be
apportioned

     Deferred income tax asset                                        74,422,493.78                      76,533,494.89

     Other non-current asset

Total non-current asset                                             2,030,288,280.70                   2,108,334,932.88

Total assets                                                        8,980,627,767.48                   7,886,140,432.47

Current liabilities:

     Short-term loans                                                477,356,066.29                      45,456,805.14

     Loan from central bank

     Absorbing deposit and interbank
deposit

     Capital borrowed

     Transaction financial liabilities

     Notes payable                                                  1,534,974,205.96                   1,268,157,043.71

     Accounts payable                                               1,682,466,752.16                   1,462,293,958.34

     Accounts received in advance                                    353,662,537.70                     459,974,402.43

     Selling     financial        asset    of
repurchase

      Commission charge and
commission payable

     Wage payable                                                    105,653,362.73                     137,325,501.89

     Taxes payable                                                    90,341,663.41                      111,106,673.16

     Interest payable

     Dividend payable                                                  1,849,227.74                        1,551,602.30

     Other accounts payable                                         1,026,337,050.41                     826,111,040.95

     Reinsurance payables

     Insurance contract reserve

     Security trading of agency



                                                                                                                     21
                                                  HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


       Security sales of agency

       Non-current liabilities due within 1
                                                                           118,709,083.76                        7,777,304.72
year

       Other current liabilities

Total current liabilities                                                 5,391,349,950.16                    4,319,754,332.64

Non-current liabilities:

       Long-term loans                                                      10,474,600.00                      131,114,600.00

       Bonds payable

       Long-term account payable

       Special accounts payable

       Projected liabilities                                               357,302,648.19                      361,156,281.38

       Deferred income tax liabilities

       Other non-current liabilities                                        94,403,023.10                       92,645,296.80

Total non-current liabilities                                              462,180,271.29                      584,916,178.18

Total liabilities                                                         5,853,530,221.45                    4,904,670,510.82

Owner’s      equity     (or     shareholders’
equity):

       Paid-in capital (or share capital)                                  763,739,205.00                      763,739,205.00

       Capital public reserve                                             1,483,021,248.73                    1,482,582,391.41

       Less: Inventory shares

       Reasonable reserve

       Surplus public reserve                                              325,000,757.16                      325,000,757.16

       Provision of general risk

       Retained profit                                                     552,690,497.42                      385,744,261.05

       Balance      difference     of   foreign
                                                                             -1,960,540.02                       -1,278,962.31
currency translation
Total owner’s equity attributable to
                                                                          3,122,491,168.29                    2,955,787,652.31
parent company
Minority interests                                                           4,606,377.74                       25,682,269.34
Total owner’s equity(or shareholders’
                                                                          3,127,097,546.03                    2,981,469,921.65
equity)
Total liabilities and owner’s equity(or
                                                                          8,980,627,767.48                    7,886,140,432.47
shareholders’ equity)
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin

2. Balance Sheet of parent company
Prepared by Hefei Meiling Co., Ltd                            2013-9-30                           Unit: RMB
                      Item                                Balance at period-end              Balance at period-begin



                                                                                                                            22
                                        HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Current assets:

Monetary funds                                              1,822,235,319.92                   1,235,992,818.90

Transaction finance asset

Notes receivable                                            1,610,309,869.64                   1,498,979,952.77

Accounts receivable                                         1,101,943,259.95                    958,731,705.08

Accounts paid in advance                                     180,156,626.35                     295,676,384.52

Interest receivable

Dividend receivable

Other receivables                                            280,503,208.64                      51,135,324.78

Inventories                                                  561,447,555.86                     555,767,921.46

Non-current asset due within one year

Other current assets

Total current assets                                        5,556,595,840.36                   4,596,284,107.51

Non-current assets:

Finance asset available for sales

Held-to-maturity investment

Long-term account receivable

Long-term equity investment                                  796,850,901.20                     842,013,498.21

Investment real estate                                        12,872,153.49                      13,227,570.00

Fixed assets                                                 822,895,797.12                     895,143,842.40

Construction in progress                                      72,772,150.53                      78,373,941.23

Engineering material

Disposal of fixed asset                                       46,516,563.81

Productive biological asset

Oil and gas asset

Intangible assets                                            443,939,310.58                     480,873,122.36

Expense on Research and Development

Goodwill

Long-term expenses to be apportioned

Deferred income tax asset                                     67,803,129.90                      69,870,668.72

Other non-current asset

Total non-current asset                                     2,263,650,006.63                   2,379,502,642.92

Total assets                                                7,820,245,846.99                   6,975,786,750.43

Current liabilities:



                                                                                                             23
                                               HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Short-term loans                                                    455,838,066.29                       13,073,840.00

Transaction financial liabilities

Notes payable                                                      1,185,185,724.78                   1,055,969,152.25

Accounts payable                                                   1,267,867,797.25                   1,313,834,344.18

Accounts received in advance                                        126,610,463.78                     199,639,453.81

Wage payable                                                         64,675,668.19                     101,332,386.23

Taxes payable                                                         9,101,361.30                       45,611,775.99

Interest payable

Dividend payable                                                      1,767,979.23                        1,303,652.76

Other accounts payable                                              908,387,525.15                     544,916,287.47

Non-current liabilities due within 1 year                           116,725,733.12                        5,793,954.08

Other current liabilities

Total current liabilities                                          4,136,160,319.09                   3,281,474,846.77

Non-current liabilities:

Long-term loans                                                      10,474,600.00                      131,114,600.00

Bonds payable

Long-term account payable

Special accounts payable

Projected liabilities                                               357,302,648.19                     361,156,281.38

Deferred income tax liabilities

Other non-current liabilities                                        77,914,058.54                       77,879,788.72

Total non-current liabilities                                       445,691,306.73                     570,150,670.10

Total liabilities                                                  4,581,851,625.82                   3,851,625,516.87
Owner’s     equity     (or   shareholders’
equity):
Paid-up capital (or share capital)                                  763,739,205.00                     763,739,205.00

Capital public reserve                                             1,497,898,194.51                   1,497,898,194.51

Less: Inventory shares

Reasonable reserve

Surplus public reserve                                              324,782,591.48                     324,782,591.48

General risk reserve

Retained profit                                                     651,974,230.18                     537,741,242.57
Balance difference of foreign currency
translation
Total owner’s equity(or shareholders’
                                                                   3,238,394,221.17                   3,124,161,233.56
equity)



                                                                                                                    24
                                               HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Total liabilities and owner’s equity(or
                                                                      7,820,245,846.99                     6,975,786,750.43
shareholders’ equity)
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin

3. Consolidated Profit Statement (this report period)
Prepared by Hefei Meiling Co., Ltd                         July-September of 2013           Unit: RMB
                   Item                                Amount in this period                Amount in last period

I. Total operating income                                             2,559,189,440.77                     2,237,682,987.81

Including: Operating income                                           2,559,189,440.77                     2,237,682,987.81

Interest income

Insurance gained
Commission charge and commission
income
II. Total operating cost                                              2,498,411,836.87                     2,311,110,995.75

Including: Operating cost                                             1,921,520,790.60                     1,685,374,717.84

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 extras                                                 29,914,674.46                        21,826,544.05

Sales expenses                                                          476,941,238.56                       526,451,442.98

Administration expenses                                                 103,158,201.97                        87,729,846.37

Financial expenses                                                      -25,355,276.32                       -15,186,988.11

Losses of devaluation of asset                                           -7,767,792.40                         4,915,432.62
Add: Changing income               of   fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                                               -95,499.31                       -180,689.87
“-”)
Including: Investment income on
                                                                           -139,164.37                          -222,881.65
affiliated company and joint venture
Exchange income (Loss is listed with
“-”)
III. Operating profit      (Loss is listed
                                                                         60,682,104.59                       -73,608,697.81
with “-”)
Add: Non-operating income                                                19,250,730.17                       111,980,171.30

Less: Non-operating expense                                               1,889,655.94                              112,702.41



                                                                                                                            25
                                                HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Including: Disposal loss of non-current
                                                                           1,823,469.85                               36,459.83
asset
IV. Total Profit     (Loss is listed with
                                                                          78,043,178.82                        38,258,771.08
“-”)
Less: Income tax expense                                                  21,319,601.05                         9,452,682.63

V. Net profit (Net loss is listed with “-”)                             56,723,577.77                        28,806,088.45
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of
                                                                          69,441,621.00                        40,197,529.33
parent company
Minority shareholders’ gains and losses                                 -12,718,043.23                       -11,391,440.88

VI. Earnings per share                                           --                                   --

i. Basic earnings per share                                                        0.0909                               0.0526

ii. Diluted earnings per share                                                     0.0909                               0.0526

VII. Other consolidated income                                            -1,135,962.85                          -847,778.01

VIII. Total comprehensive income                                          55,587,614.92                        27,958,310.44
Total consolidated income attributable
                                                                          68,760,043.29                        39,637,946.74
to owners of parent company
Total consolidated income attributable
                                                                         -13,172,428.37                       -11,679,636.30
to minority shareholders
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin

4. Profit Statement of parent company (this report period)
Prepared by Hefei Meiling Co., Ltd                          July-September of 2013           Unit: RMB
                   Items                                Amount in this period                Amount in last period

I. Operating income                                                    1,540,604,775.06                     1,502,962,565.89

Less: operating cost                                                   1,302,612,196.20                     1,241,030,101.72

Operating tax and extras                                                  13,196,611.59                        11,488,334.76

Sales expenses                                                           142,924,357.58                       183,198,878.43

Administration expenses                                                   51,061,524.99                        48,158,062.94

Financial expenses                                                       -20,343,480.82                       -16,363,475.17

Losses of devaluation of asset                                             2,760,055.38                        -1,957,537.93
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                                           3,168,694.55                              154,153.88
“-”)
Including: Investment income on
                                                                                142,594.45                           111,962.10
affiliated company and joint venture
II. Operating profit (Loss is listed
                                                                          51,562,204.69                        37,562,355.02
with “-”)
Add: Non-operating income                                                 11,884,547.11                         7,770,744.80

Less: Non-operating expense                                                     191,990.87                            38,286.02
Including: Disposal loss of non-current
                                                                                191,990.87                            38,286.02
asset


                                                                                                                             26
                                               HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


III. Total Profit    (Loss is listed with
                                                                       63,254,760.93                        45,294,813.80
“-”)
Less: Income tax expense                                                9,366,683.42                        -6,810,495.54
IV. Net profit (Net loss is listed with
                                                                       53,888,077.51                        52,105,309.34
“-”)
V. Earnings per share                                          --                                  --

i. Basic earnings per share                                                  0.0706                               0.0682

ii. Diluted earnings per share                                               0.0706                               0.0682

VI. Other consolidated income                                                                                 -127,289.46

VII. Total comprehensive income                                        53,888,077.51                        51,978,019.88
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin

5. Consolidated profit statement (year-begin to end of this period)


Prepared by Hefei Meiling Co., Ltd                        January-September of 2013        Unit: RMB
                 Item                                  Amount in this period              Amount in last period
I. Total operating income                                           8,510,634,016.09                     7,550,293,510.93

Including: Operating income                                         8,510,634,016.09                     7,550,293,510.93

Interest income

Insurance gained
Commission charge and commission
income
II. Total operating cost                                            8,288,241,624.77                     7,497,562,907.35

Including: Operating cost                                           6,447,874,893.83                     5,729,351,916.10

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 extras                                               88,458,009.30                        64,999,503.81

Sales expenses                                                      1,526,147,921.07                     1,464,308,941.95

Administration expenses                                               273,112,363.51                       246,641,388.13

Financial expenses                                                    -61,596,202.21                       -49,773,966.57

Losses of devaluation of asset                                         14,244,639.27                        42,035,123.93
Add: Changing income               of   fair
value(Loss is listed with “-”)


                                                                                                                       27
                                                HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Investment income (Loss is listed with
                                                                                655,790.37                           80,274.04
“-”)
Including: Investment income on
                                                                            -732,404.61                        -1,035,675.04
affiliated company and joint venture
Exchange income (Loss is listed with
“-”)
III. Operating profit      (Loss is listed
                                                                         223,048,181.69                        52,810,877.62
with “-”)
Add: Non-operating income                                                 28,267,868.84                       116,559,820.74

Less: Non-operating expense                                                5,353,454.24                         5,738,521.21
Including: Disposal loss of non-current
                                                                           5,127,519.33                         5,370,396.64
asset
IV. Total Profit     (Loss is listed with
                                                                         245,962,596.29                       163,632,177.15
“-”)
Less: Income tax expense                                                  57,410,906.13                        23,318,643.65

V. Net profit (Net loss is listed with “-”)                            188,551,690.16                       140,313,533.50
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of
                                                                         205,133,196.62                       151,052,571.53
parent company
Minority shareholders’ gains and losses                                 -16,581,506.46                       -10,739,038.03

VI. Earnings per share                                           --                                   --

i. Basic earnings per share                                                        0.2686                              0.1978

ii. Diluted earnings per share                                                     0.2686                              0.1978

VII. Other consolidated income                                            -1,135,962.85                          -847,778.01

VIII. Total comprehensive income                                         187,415,727.31                       139,465,755.49
Total consolidated income attributable
                                                                         204,451,618.91                       150,492,988.94
to owners of parent company
Total consolidated income attributable
                                                                         -17,035,891.60                       -11,027,233.45
to minority shareholders
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin

6. Profit Statement of parent company (year-begin to end of this period)

Prepared by Hefei Meiling Co., Ltd                          January-September of 2013         Unit: RMB
                   Items                                Amount in this period                Amount in last period

I. Operating income                                                    5,370,326,674.20                     5,124,001,708.53

Less: operating cost                                                   4,524,038,709.31                     4,311,046,955.05

Operating tax and extras                                                  49,418,069.92                        43,403,088.39

Sales expenses                                                           550,473,642.29                       544,241,886.84

Administration expenses                                                  129,986,596.14                       130,144,986.56

Financial expenses                                                       -51,631,229.81                       -50,082,883.52



                                                                                                                            28
                                           HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Losses of devaluation of asset                                        5,315,086.63                       -26,291,668.34
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed with
                                                                      4,453,856.39                         1,403,708.85
“-”)
Including: Investment income on
                                                                           353,998.99                           287,759.77
affiliated company and joint venture
II. Operating profit (Loss is listed
                                                                    167,179,656.11                       172,943,052.40
with “-”)
Add: Non-operating income                                            17,661,051.57                        10,677,279.84

Less: Non-operating expense                                           2,919,889.33                         5,360,222.65
Including: Disposal loss of non-current
                                                                      2,919,889.33                         5,360,222.65
asset
III. Total Profit (Loss is listed with
                                                                    181,920,818.35                       178,260,109.59
“-”)
Less: Income tax expense                                             29,500,870.49                        15,283,861.78
IV. Net profit (Net loss is listed with
                                                                    152,419,947.86                       162,976,247.81
“-”)
V. Earnings per share                                       --                                   --

i. Basic earnings per share                                                   0.1996                               0.2134

ii. Diluted earnings per share                                                0.1996                               0.2134

VI. Other consolidated income                                                                               -127,289.46

VII. Total comprehensive income                                     152,419,947.86                       162,848,958.35
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin

7. Consolidated Cash Flow Statement (year-begin to end of this period)

Prepared by Hefei Meiling Co., Ltd                     January-September of 2013        Unit: RMB
                  Item                             Amount in this period                Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
                                                                  5,299,131,034.59                     4,523,822,297.60
and 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
Cash      received       from  interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital

                                                                                                                        29
                                              HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Write-back of tax received                                          73,488,620.82                       63,775,740.06
Other cash received concerning
                                                                    86,775,073.57                     120,435,305.61
operating activities
Subtotal of cash inflow arising from
                                                                  5,459,394,728.98                   4,708,033,343.27
operating activities
Cash paid for purchasing commodities
                                                                  3,933,972,150.59                   3,433,164,543.09
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 staff and workers                                 545,480,178.09                     494,199,057.81

Taxes paid                                                         461,939,182.35                     392,217,707.99
Other cash paid concerning operating
                                                                   631,130,042.54                     429,151,777.23
activities
Subtotal of cash outflow arising from
                                                                  5,572,521,553.57                   4,748,733,086.12
operating activities
Net cash flows arising from operating
                                                                   -113,126,824.59                     -40,699,742.85
activities
II. Cash flows arising from investing
activities:
Cash      received   from  recovering
                                                                       720,000.00
investment
Cash received from investment income                                 1,729,002.25                        1,073,757.30
Net cash received from disposal of
fixed, intangible and other long-term                               18,269,532.35                       10,508,917.59
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
                                                                    43,682,448.19                       15,682,560.50
investing activities
Subtotal of cash inflow from investing
                                                                    64,400,982.79                       27,265,235.39
activities
Cash paid for purchasing fixed,
                                                                    61,005,364.72                      112,886,554.15
intangible and other long-term assets
Cash paid for investment                                              2,011,142.68

Net increase of mortgaged loans
Net cash received from subsidiaries and
other units
Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                    63,016,507.40                      112,886,554.15
activities
Net cash flows arising from investing
                                                                     1,384,475.39                      -85,621,318.76
activities
III. Cash flows arising from financing
activities
Cash       received    from     absorbing
investment
Including:      Cash     received    from
absorbing       minority     shareholders’
investment by subsidiaries
Cash received from loans                                           526,937,824.68                     380,685,156.66


                                                                                                                   30
                                           HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
                                                                  526,937,824.68                       380,685,156.66
activities
Cash paid for settling debts                                      118,788,409.39                       355,426,724.40
Cash paid for dividend and profit
                                                                   41,946,233.84                        37,193,578.57
distributing or interest paying
Including: Dividend and profit of
minority      shareholder      paid by
subsidiaries
Other cash paid concerning financing
                                                                       77,487.63                              127,556.56
activities
Subtotal of cash outflow from financing
                                                                  160,812,130.86                       392,747,859.53
activities
Net cash flows arising from financing
                                                                  366,125,693.82                       -12,062,702.87
activities
IV. Influence on cash and cash
equivalents due to fluctuation in                                  13,377,740.60                         6,089,804.83
exchange rate
V. Net increase of cash and cash
                                                                  267,761,085.22                      -132,293,959.65
equivalents
Add: Balance of cash and cash
                                                                1,701,307,578.13                     1,401,674,679.41
equivalents at the period -begin
VI. Balance of cash and cash
                                                                1,969,068,663.35                     1,269,380,719.76
equivalents at the period -end
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin
8. Cash Flow Statement of parent company (year-begin to end of this period)
Prepared by Hefei Meiling Co., Ltd                    January-September of 2013        Unit: RMB
                 Item                              Amount in this period              Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
                                                                3,536,958,646.65                     3,312,091,575.07
and providing labor services
Write-back of tax received                                         27,035,146.34                        20,327,113.44
Other cash received concerning
                                                                   75,353,695.42                        11,953,570.93
operating activities
Subtotal of cash inflow arising from
                                                                3,639,347,488.41                     3,344,372,259.44
operating activities
Cash paid for purchasing commodities
                                                                2,984,643,571.24                     2,807,356,749.19
and receiving labor service
Cash paid to/for staff and workers                                238,396,461.18                       214,240,456.61

Taxes paid                                                        178,135,868.02                       252,843,131.29
Other cash paid concerning operating
                                                                  161,208,698.58                       145,491,871.52
activities
Subtotal of cash outflow arising from
                                                                3,562,384,599.02                     3,419,932,208.61
operating activities
Net cash flows arising from operating
                                                                   76,962,889.39                       -75,559,949.17
activities
II. Cash flows arising from investing
activities:
Cash      received    from    recovering
                                                                   45,000,000.00
investment
Cash received from investment income                                4,616,453.40                         1,073,757.30
Net cash received from disposal of
                                                                   18,171,710.60                              797,283.60
fixed, intangible and other long-term

                                                                                                                      31
                                          HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text)


assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
                                                                36,877,696.25                      15,426,214.55
investing activities
Subtotal of cash inflow from investing
                                                               104,665,860.25                      17,297,255.45
activities
Cash paid for purchasing fixed,
                                                                44,250,114.04                      64,474,065.58
intangible and other long-term assets
Cash paid for investment
Net cash received from subsidiaries and
other units
Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
                                                                44,250,114.04                      64,474,065.58
activities
Net cash flows arising from investing
                                                                60,415,746.21                      -47,176,810.13
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans                                       452,929,528.78                     266,562,880.34

Cash received from issuing bonds
Other cash received concerning
                                                                63,251,961.78                      27,214,095.99
financing activities
Subtotal of cash inflow from financing
                                                               516,181,490.56                     293,776,976.33
activities
Cash paid for settling debts                                    34,205,440.00                     224,092,500.00
Cash paid for dividend and profit
                                                                41,550,181.93                      36,404,906.95
distributing or interest paying
Other cash paid concerning financing
                                                                 1,609,572.38                      10,127,556.56
activities
Subtotal of cash outflow from financing
                                                                77,365,194.31                     270,624,963.51
activities
Net cash flows arising from financing
                                                               438,816,296.25                      23,152,012.82
activities
IV. Influence on cash and cash
equivalents due to fluctuation in                               10,047,569.17                       4,758,530.47
exchange rate
V. Net increase of cash and cash
                                                               586,242,501.02                      -94,826,216.01
equivalents
Add: Balance of cash and cash
                                                              1,235,992,818.90                   1,045,235,918.61
equivalents at the period -begin
VI. Balance of cash and cash
                                                              1,822,235,319.92                    950,409,702.60
equivalents at the period -end
Legal representative: Liu Tibin
Person in charge of accounting works: Zhang Xiaolong
Person in charge of accounting institution: Tang Bin
II. Audit Report
Whether the third quarter report was audited or not
□Yes   √No

                                                                 Hefei Meiling Co., Ltd.
                                                                 Chairman: Liu Tibin
                                                                   18 October 2013


                                                                                                               32