HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013(Full Text) HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2013 October 2013 1 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. 2 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 3 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 4 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 5 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 6 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, 7 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 8 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 9 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.: 10 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