HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015 October 2015 1 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(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, Person in Charge of Accounting Works Mr. Zhang Xiaolong and Person in Charge of Accounting Organ (Accounting Officer) Mr. Luo Bo hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. Third quarterly report of 2015 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 2015(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) 10,375,589,670.70 9,009,014,201.70 15.17% Net assets attributable to shareholders of listed company 3,523,152,893.97 3,422,746,664.67 2.93% (RMB) Increase/decrease in Increase/decrease in comparison with comparison with Year-begin to end of Current period year-begin to same period of last the Period Period-end of last year year Operating revenue (RMB) 1,942,291,649.54 -20.44% 8,369,208,938.79 -4.74% Net profit attributable to shareholders of the listed 3,532,646.05 -95.59% 161,902,412.73 -32.32% company (RMB) Net profit attributable to shareholders of the listed company after deducting 4,446,182.64 -94.35% 153,015,756.74 -31.19% non-recurring gains and losses(RMB) Net cash flow arising from -- -- 979,671,394.79 604.44% operating activities(RMB) Basic earnings per share 0.0046 -95.59% 0.2120 -32.32% (RMB/Share) Diluted earnings per share 0.0046 -95.59% 0.2120 -32.32% (RMB/Share) 2.29 percent point 2.62 percent point Weighted average ROE 0.10% 4.64% down down Total share capital of the Company up to a trading day before disclosure: Total share capital of the Company up to a trading day 763,739,205 before disclosure (Share) 3 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) 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 Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the -4,838,347.34 -- 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 16,182,856.50 -- national standards, which are closely relevant to enterprise’s business) Gains/losses of assets from authorized investment or management 517,808.22 -- Except for effective hedge business relevant to normal operation of the Company, gains and losses arising from fair value change of tradable financial assets and tradable financial liabilities, and -635,798.00 -- investment income from disposal of tradable financial assets, tradable financial liabilities and financial assets available for sale Other non-operating income and expenditure except for the -1,957,359.67 -- aforementioned items Less: impact on income tax 366,043.68 -- Impact on minority shareholders’ equity (post-tax) 16,460.04 -- Total 8,886,655.99 -- 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 Item Amount (RMB) Reasons During the Period, in line with the “Notice of VAT for Software Products issued by Ministry of Finance and the State Administration of Taxation” Cai Sui[2011] No.100, the wholly-owned subsidiary Mianyang Meiling Software Technology Co., Ltd. received a drawback of VAT for Non-operati 4,028,798.75 software products. With purpose of fully valued the operation of the Company, in accordance with ng income the relevant regulation of No. (III) clause of Article II in “Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss(2008)”, as for the government subsidy continues enjoy by certain quota or quantitative, 4 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) with closely relation with normal operation business, and qualified national policies shall reckoned into recurring gains/losses II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders in 66,663 reporting period Shares-held of top ten common shareholders Number of share Proportion Amount of Nature of Amount of pledged/frozen Shareholders of shares restricted shares shareholder shares held State of held held Amount share State-owned legal Sichuan Changhong Electric Co., LTD 21.58% 164,828,330 0 - - person State-owned legal Hefei Xingtai Holding (Group) Co., Ltd. 6.26% 47,823,401 0 - - person Changhong (Hong Kong) Trading Foreign legal 3.30% 25,165,823 0 - - Company Limited person Foreign natural CAO SHENGCHUN 1.75% 13,357,115 0 - - person Domestic nature Wu Fang 0.80% 6,129,600 0 - - person DEUTSCHE BANK Foreign legal 0.63% 4,798,142 0 - - AKTIENGESELLSCHAFT person Domestic non China Securities Finance Corporation state-owned 0.58% 4,399,500 0 - - Limited corporate Foreign legal NORGES BANK 0.55% 4,216,432 0 - - person Foreign natural Long Qinfang 0.42% 3,234,797 0 - - person DRAGON BILLION CHINA MASTER Foreign legal 0.39% 3,002,517 0 - - FUND person Particular about top ten common shareholders with un-restrict shares held 5 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Amount of unrestricted common shares held at Type of shares Shareholders’ name reporting period-end Type Amount RMB ordinary Sichuan Changhong Electric Co., LTD 164,828,330 164,828,330 shares RMB ordinary Hefei Xingtai Holding (Group) Co., Ltd. 47,823,401 47,823,401 shares Changhong (Hong Kong) Trading Domestically listed 25,165,823 25,165,823 Company Limited foreign shares Domestically listed CAO SHENGCHUN 13,357,115 13,357,115 foreign shares RMB ordinary Wu Fang 6,129,600 6,129,600 shares DEUTSCHE BANK RMB ordinary 4,798,142 4,798,142 AKTIENGESELLSCHAFT shares China Securities Finance Corporation RMB ordinary 4,399,500 4,399,500 Limited shares Domestically listed NORGES BANK 4,216,432 4,216,432 foreign shares Domestically listed Long Qinfang 3,234,797 3,234,797 foreign shares DRAGON BILLION CHINA MASTER Domestically listed 3,002,517 3,002,517 FUND foreign 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 Explanation on associated relationship the Administration of Information Disclosure of Shareholder Equity Changes of Listed among the aforesaid shareholders Companies among 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. Among the top ten common shareholders till 30th Sept. 2015, shareholder Wu Fang holds Explanation on shareholders involving 6,129,600 shares of the Company through customer credit collateral securities trading margin business among top ten common account under the name of Dongxing Securities Co., Ltd., while holds 0 shares through shareholders d (if applicable) common securities account, and holds 6,129,600 shares of the Company in total Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □Yes √No The top ten common shareholders or top ten common shareholders with un-restrict shares held have no a buy-back agreement dealing in reporting period 6 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 7 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable 1. Changes of items of balance sheet and cause analysis In RMB Item Closing balance Opening balance Changes Reasons Note receivable 1,847,225,465.87 1,223,468,044.05 50.98% Note collection increased in the Period The account paid in advance to suppliers Account paid in advance 58,342,982.07 92,501,704.06 -36.93% decreased at period-end The accrued interest for time deposit of subsidiary Zhongshan Changhong Electrics Interest receivable 909,729.51 - 100% recognized in the Period, no such amount occurred last year Parent company carried out entrust financing Other current assets 300,000,000.00 - 100% business in the Period New associated company increased in the period Long-term equity investment 66,475,840.08 14,211,004.21 367.78% and increasing capital for part of the associated companies Input for R&D increased in the Period and which Development expenses 55,482,352.60 25,194,157.09 120.22% are not transfer to capital yet Financial liability measured by fair value and with its variation 1,287,600.00 81,170.00 1486.30% reckoned into current Fair value changes of the forward foreign gains/losses exchange contract carried out in the Period The un-expire note payable increased at Note payable 3,343,949,044.74 1,553,110,292.55 115.31% period-end The salary and bonus accrued last year have been Wages payable 58,266,172.25 156,537,212.29 -62.78% grant in the Period Subsidiary Sichuan Changhong Air conditioner Tax payable 85,826,030.94 51,153,350.18 67.78% Co., Ltd. hold over the VAT in the Period Long-term loans from subsidiary Zhongshan Long-term loans 50,066,181.20 18,947,000.00 164.24% Changhong Electric Co., Ltd. increased in the Period Part of the subsidiary earns in the Period and Minority interest 28,752,151.36 15,634,189.83 83.91% purchasing part of the minority equity from subsidiary 2. Changes of items of profit statement and cause analysis In RMB 8 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Same period of Item This Period Changes Reasons last year Same as “Financial liability measured by fair value Add: Changing income of fair -1,206,430.00 519,200.00 -332.36% and with its variation reckoned into current value(Loss is listed with “-”) gains/losses” Investment income (loss is Loss from associated company increase y-o-y in the -15,605,274.06 -3,182,602.11 -390.33% listed with “-“) Period Including: Investment income on affiliated company and joint -18,400,988.39 -1,465,123.55 -1155.93% Same as “investment income” venture Including: gains from disposal Gains from fixed assets disposal decreased y-o-y in 860,650.87 1,517,833.34 -43.30% of non-current assets the Period Losses from fixed assets disposal decreased y-o-y in Less: non-operation expenditure 9,294,581.25 3,877,664.58 139.70% the Period Including: Disposal loss of 5,698,998.21 1,596,131.19 257.05% Same as “non-operation expenditure” non-current assets Less: income tax expenses 29,516,348.07 53,237,882.50 -44.56% Taxable income tax of the Company declined y-o-y Mainly because of the shrinking of white electricity Net profit attributable to owners 161,902,412.73 239,217,808.78 -32.32% industry, sales, price and profitability of the AC of parent company products have declined over same period of last year Minority shareholders’ gains Part of the subsidiaries earns in the Period on a y-o-y -2,439,249.29 -11,133,180.75 78.09% and losses basis 3. Changes of items of cash flow statement and cause analysis In RMB Same period of last Item This Period Changes Reasons year Net cash flow arising from Sales account increased in the Period on a y-o-y 979,671,394.79 -194,210,258.34 604.44% operation activities basis The principal of entrusting at paid in the Period, Net cash flow arising from -357,057,792.87 51,628,665.71 -791.59% no such amount occurring at same period of last investment activities year Net cash flow arising from The short-term loans paid by parent company -259,027,147.02 112,542,782.48 -330.16% financing activities increased on a y-o-y basis Impact on cash and cash equivalent Exchange rate of the foreign currency changed in 20,829,216.21 6,852,120.57 203.98% from exchange rate movement the Period II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable (I)Usage of raised capital and progress of the fund-raised projects in the 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). 9 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) In 2013, the three construction projects with fund-raising investment have completed and reaching the design capacity, that is “Athena Luxury refrigerator production base”, “Freezer expansion project” and “Expansion project of environmental and energy-saving refrigerators”, meanwhile, “working capital supplementation” project implemented and recently, the Company has no other projects that suitable for investment by fund-raising. According to the operation requirement of the Company, being approved by the Board, supervisory committee and the general meeting of shareholders that balance of raising funds 284.440959 million Yuan (including interest 34.832977 million Yuan) up to 30 September 2013 and later interest are supplying the working capital of the Company permanently. The Company actually withdrawal 291.354985 million Yuan for working capital supplementation permanently up to 30 September 2015. Up to the 30th of September 2015, the Company actually used 903.258041 million Yuan accumulatively in fund-raising, balance of fund-raising accounting as 27.673765 million Yuan (including 2,480,644 Yuan undrawn used for working capital supplementation, and totally 25,193,121 Yuan ready for contract payment and quality assurance). More details are: Athena Luxury refrigerator production base project: total investment amounting to 528,508,471 Yuan in total after savings deducted. Up to 30th of September 2015, the project accumulatively invested 515,531,342 Yuan, balance of fund-raising was 13,192,302 Yuan, including 12,977,129 Yuan ready for contract payment and quality assurance and 215,173 Yuan undrawn used for working capital supplementation permanently. Capacity expansion project for freezer: the project owns total investment of 251.883547 million Yuan after savings deducted. Up to 30 September 2015, the project have accumulative investment of 239,667,554 Yuan, balance at fund-raising account was 14,481,463 Yuan, including amount ready for payment and quality assurance 12,215,992 Yuan and 2,265,471 Yuan without extract used for supply current capital permanently. (II) Implementation for annual performance incentive fund On August 9, 2012 and August 28, 2012, the Company considers the adoption of "Hefei Meiling annual performance incentive fund implementation plan" (hereinafter referred to as "" stimulus "") on the 16th meeting of the 7th board of directors and the 2012-second provisional shareholders meeting. Details were disclosed on information disclosure media appointed by the Company as "Securities Times", "Chinese Securities Daily", "Hong Kong Commercial Daily" and the Juchao network (www.cninfo.com.cn) on August 10, 2012 and August 29th in the form of announcement (No.: 2012-028, No.: 2012-035). 1. Implementation about 2012 performance incentive fund provision and distribution plan Found more in “1. Accrual of the Performance incentive fund for year of 2012 and distribution plan implementation” of “(XII) implementation of the annual performance incentive fund” carried in “XIV.Other Important events” of the Section V. Important Events in the Annual Report of 2014 published on 26 March 2015 Up to end of the reporting period, the directors, supervisors and senior management as grantees of the 2012 10 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) incentive plan did not reduce holding of their shares bought by them with 2012 performance incentive funds and own capital. Other grantees of the 2012 incentive plan (not being directors, supervisors and senior management) have reduced holding of 1,438,754 in aggregate, accounting for 0.1884% of the total share capital, since September 2014 to the end of the reporting period. 2. Implementation of 2013 annual performance incentive provision and distribution program For details, please refer to the 2014 annual report disclosed by the Company on 12 August 2015 under section V “Significant Issues” under “XIV Explanation for other significant issues” under “(XIII) Implementation of annual performance incentive funds” under 2. “Provision for and allocation plan for 2013 annual performance incentive funds”. Up to end of the reporting period, shares of the Company purchased by part of the incentive objects due to the performance incentive plan for year of 2013 have expire for one year, according to the regulation of “Incentive Plan” and commitment, part of the shares allow to unlock. However, shares of the Company purchased by all incentive objects with grant performance incentive fund for year of 2013 and self-owned funds are not reduced till end of the reporting period. 3. Ended as 30 September 2015, shares hold by all incentive objects amounting to 11,477,463 shares, a 1.5028% in total share capital of the Company, including 10,591,471 A-share, a 1.3868% in total share capital and 885,992 B-share, a 0.1160 % in total share capital of the Company. 4. Implementation of 2014 annual performance incentive provision and distribution program According to the "incentive plan" the Company has approved, the operating results (audited in 2014) and the actual operation situation, the annual performance incentive fund has reached the awarded conditions. Being recognized by the Board, benefited directors and supervisors withdraw from voting, the "2014 Annual Performance Incentive Fund Provision” was deliberated and approved in 6th meeting of the 8th session of the board, 4th meeting of 8th session of supervisory committee and general meeting of 2015 dated March 24, 2015 and April 28. And, being given independent opinions from independent directors, benefited directors and supervisors withdraw from voting, the "2014 Annual Performance Incentive Fund Allocation Scheme” was deliberated and approved in 8th meeting of the 8th session of the board, 6th meeting of 8th session of supervisory committee and first extraordinary general meeting of 2015 dated July 3, 2015 and July 21. More details are: (1) Incentive range and number: 44 people compliance with the conditions of the incentive objects (senior management, middle management, and core technology and business personnel). (2) Capital resources: in line with the 32,186,700 Yuan for incentive fund from 10% of net profit attributable to shareholder of listed company that audited for year of 2014; RMB 24,780,000 has been distributed to 44 incentive objects (senior managers, middle management, and core technology and business personnel) that satisfied the laws, regulations and “Incentive Plan”. All the incentive objects will, purchase stock of the Company in open market with all incentive funds (income tax excluded) obtained plus no less favorable than 30 percent of 11 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) the total annual remuneration (except for performance fund; total annual remuneration after relevant tax cut and five-insurance payment paid). (3) Share holding: According to the "incentive plan" the company have approved, and under the premise of the Listing Rules of Shenzhen Stock Exchange and other applicable Chinese laws and regulations, incentive target promised within 60 working days as of receipt of the performance incentive funds (In case of regulatory ruled the trading of shares shall not be specified, the time extended), to purchase the Company's shares through the open market. Up to the disclosure date, majority of the incentive objects have subscribe the shares in line with the regulation and lock-up shares according to the commitment, shares subscribe by part of the directors, supervisors and senior executives have been released on appointed media dated 19 August 2015 to 25 August 2015. (4) As for change of shareholding arising from disposal of shares by the grantees: the shares subscribe by incentive objects due to the implementation of performance incentive plan for year of 2014 still less than one-year-holding, unqualified the un-lock condition, and no shares disposed (5)Commitment for restricted sales: According to the Implementation Program of the Annual Performance Incentive Capital of Hefei Meiling Co., Ltd and the commitment made by all the grantees, grantees can not reduce shareholding by any market means in respect of the Company’s shares purchased by them within one year upon the date of purchase; 50% of the shares can be reduced for holding in the second year according to applicable laws and rules; and the remaining 50% can be reduced for holding in the third year according to applicable laws and rules. In addition, certain grantees who are also directors, supervisors or senior management of the Company undertook that they would watch out their behaviors in compliance with relevant requirements of the Company Law, Securities Law and Management Rules on Holding Shares of the Company or Change thereof by Director, Supervisor and Senior Management of Listed Issuer, including but not limited to: shares transferred annually by them shall not exceed 25% of the total shares held in the Company during their terms of office; they are not allowed to sell the shares held in the Company within six month upon purchase or to buy back the shares within six month upon disposal; they are not allowed to transfer the shares held in the Company within a half year upon their resignation. Details were disclosed on information disclosure media appointed by the Company as "Securities Times", "China Securities Journal", "Hong Kong Commercial Daily" and the Juchao website (www.cninfo.com.cn) respectively dated 26 March 2015, 18 April, 4 July, 22 July, 20 August and 26 August(Notice No.: 2015-003, No.: 2015-004, No.: 2015-009, No.: 2015-015, No.: 2015-022, No.: 2015-023, No.: 2015-025, No.: 2015-029, No.: 2015-036 and No.: 2015-037) (III) Transaction with Sichuan Changhong Finance Co., Ltd. Being decision by the Board and Shareholders General Meeting, agreed to enter into the “Financial Service Agreement” with Sichuan Changhong Finance Co., Ltd. (Changhong Finance Company for short) for 3-years. According to the agreement, Changhong Finance Company offering serial financial services of deposit/loans in line with the requirement of the Company and subordinate subsidiaries within the business scope; related transactions from year-beginning to end of the period are as: 12 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Interest received Items Opening balance Increased Decreased Closing balance or paid; commission charge I. Deposit saving in Changhong Finance 1,040,209,426.68 8,370,138,673.52 7,938,996,993.70 1,471,351,106.50 21,537,341.98 Company II. Loans from Changhong Finance - - - - - Company 1. Short-term loans - 100,000,000.00 100,000,000.00 - 75,444.44 2. Long-term loans - - - - - III. Other financial - - - - business 1. Note issuing 258,631,647.68 1,129,157,600.85 522,762,672.43 865,026,576.10 - 2. Notes discounted 210,940,218.46 1,399,969,891.49 569,095,715.17 1,041,814,394.78 18,121,147.56 3. Account receivable - 50,000,000.00 50,000,000.00 - 176,527.78 factor (IV) Other important events Overview Disclosure date Query index for interim notice The second largest shareholder Hefei Xingtai Holding (Group) Co., Ltd. Juchao Website: planned to transfer 49,477,513 state-owned shares of the Company to Hefei 2015-3-7 http://www.cninfo.com.cn Industrial Investment Holdings Group CO., Ltd. to be established for free. (2015-001) Corresponding to relevant report in CCTV “3.15” the evening party, the Juchao Website: Company released the “Clarification Announcement of Unqualified Sampling 2015-3-16 http://www.cninfo.com.cn Inspection of the “Meiling” Kitchen Ventilator on CCTV “3.15” ” on appointed (2015-002) medial Subordinate controlling subsidiary Zhongke Meiling Hypothermia Technology Juchao Website: Co., Ltd. invested approximately 156.3219 million Yuan for removal and 2015-3-26 http://www.cninfo.com.cn expansion projects. (2015-003) Board of the Company appointed Mr. Wu Dinggang as the deputy president of Juchao Website: the Company, Mr. Zhang Xiaolong as the deputy president and person in charge 2015-3-26 http://www.cninfo.com.cn of the finance (2015-003) Being decision by the Board and Shareholders General Meeting, agreed to Juchao Website: exercise the new Accounting Standard for Enterprise Business in line with 2015-3-26; http://www.cninfo.com.cn relevant regulations and requirement from the Ministry of Finance, carried out 2015-4-18 (2015-003; 2015-008; corresponding accounting policy change 2015-015) Juchao Website: Being decision by the Board and Shareholders General Meeting, agreed to 2015-3-26; http://www.cninfo.com.cn carried out the business of forward foreign exchange transactions 2015-4-18 (2015-003; 2015-010; 2015-015) 13 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Juchao Website: Being decision by the Board and Shareholders General Meeting, agreed to 2015-3-26; http://www.cninfo.com.cn invested one billion Yuan at most to the financial products with own idle funds 2015-4-18 (2015-003; 2015-011; of the Company 2015-015) After democratic election of the Worker’s Conference, agreed to supplement Juchao Website: th Mr. Zhu Wenjie as the staff supervisor of 8 session of the supervisory 2015-4-10 http://www.cninfo.com.cn committee (2015-014) Being decision by the Board, agreed subordinate subsidiary Sichuan Juchao Website: Changhong AC Co., Ltd. established joint-venture manufacturing company and 2015-4-18 http://www.cninfo.com.cn sales company with its own 50 million Yuan with the Hengyouyuan (2015-016) Technology Development Group Co., Ltd. Subscribe financial products of “Yuntong Fortune Wen De Li” from Anhui Juchao Website: Branch of Bank of Communications with idle fund of the Company 100 million 2015-5-22 http://www.cninfo.com.cn Yuan (2015-019) Juchao Website: Payment of the advance for three shareholders with restricted shares held and 2015-5-22; http://www.cninfo.com.cn easing the restrictions on restricted stock of the Company hold 2015-7-29 (2015-020; 2015-030) Being decision by the Board, agreed to invested 28 million Yuan for the Juchao Website: technology reform on refrigeration production line in order to improve the 2015-7-4 http://www.cninfo.com.cn production capacity and manufacturing efficiency for large-volume refrigerator (2015-022) for quality requirement Juchao Website: The Board appointed Mr. Zhu Wenjie as the Securities Affairs Representative 2015-7-4 http://www.cninfo.com.cn of the Company (2015-022; 2015-024) Juchao Website: First majority shareholder Sichuan Changhhong “Letter of Promise not to 2015-7-9 http://www.cninfo.com.cn reducing the Meiling stock in later six months” (2015-027) Juchao Website: Mr. Deng Xiaohui resign as the deputy president of the Company due to 2015-8-8 http://www.cninfo.com.cn occupation mobility (2015-031) Juchao Website: Being approved by the Board, supervisory committee and recognized by http://www.cninfo.com.cn independent directors, agreed the Company subscribe “Sichuan Hongyu New 2015-8-12 (2015-032; 2015-033; IT Venture Capital Fund” with self-own capital 40 million Yuan 2015-035) The Board agreed subordinate controlling subsidiary Zhongke Meiling Juchao Website: Hypothermia Technology Co., Ltd. (“Zhongke Meiling”) launch the 2015-8-29; http://www.cninfo.com.cn restructuring for established the limited company, and apply to list on NEEQ 2015-9-16 (2015-038; 2015-039; after totally restructure. Currently, Zhongke Meiling completed the change 2015-041) procedure in Industry and Commerce for the shareholding reform. 14 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Being approved by the Board, agreed the Company and subsidiary Sichuan Juchao Website: Changhong AC Co., Ltd. (“Changhong AC”) offering joint guarantee to certain 2015-8-29 http://www.cninfo.com.cn premium reseller in appointed banks in the line of credit while keep risk under (2015-038; 2015-040) acceptable levels, guarantee is not over the 400 million Yuan in total. The Company subscribe financial products of “Tian Tian Jin Stable” from Juchao Website: Hefei Branch of China Merchants Bank Co., Ltd. with self idle fund 300 2015-9-26 http://www.cninfo.com.cn million Yuan (2015-042) 15 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) 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 √ Applicable □Not applicable Commitment Implement Commitments Accepter Contents Commitment term date ation Strictly 1. The acquirer shall not engage in refrigerator business or activity which performed competes or will compete with business of Hefei Meiling Co., Ltd (“Meiling Effective the Electrical Appliances”), or that which has interest conflict with Meiling permanently commitme Electrical Appliances. nts Strictly Commitment and 2. The acquirer promises to apply shareholders’ right on a legal and reasonable performed Sichuan Effective Commitments made guarantee of horizontal manner and shall not take any action to limit or affect the normal operation of the Changhong permanently in acquisition report competition avoidance Meiling Electrical Appliances. commitme Electric Co., 2007-6-12 or equity change made in “Acquisition nts LTD (“Sichuan report Report of Hefei Meiling Changhong”) 3. For any opportunity to engage in competing business, the acquirer will Co., Ltd” advise Meiling Electrical Appliances in written for engaging such business or Strictly not. If Meiling Electrical Appliances gives no clear written reply as to whether performed engaging the competing business or not within 20 days after receipt of the Effective the aforesaid letter, it shall be deemed that it will not engage in such business. The permanently commitme acquirer will only engage in non-competing business provided that Meiling nts Electrical Appliances confirms not to or is deemed to not engage in such non-competing business. Commitment regarding 1. It will not engage in such business or activity that competes with or has Strictly Commitment made Sichuan to reducing and interest conflict with that of Meiling Electrical Appliances except for the 2010 年 6 月 Effective performed during the Changhong preventing competition action taken for sake of Meiling Electrical Appliances as required by Meiling 24 日 permanently the non-public offer with Meiling Electrical Electrical Appliances. commitme 16 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Appliances 2. The Company promises to apply shareholders’ right on a legal and nts reasonable manner and shall not take any action to limit or affect the normal operation of Meiling Electrical 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 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 mutual benefit”, Commitment regarding and fairly determined the transaction price according to the market prevailing Strictly to reducing and standards. performed Effective standardizing related 2010-6-24 the 2. Perform the necessary obligations to make related directors and related permanently transaction with Meiling commitme shareholder abstain from voting according to relevant regulation, and observe Electrical Appliances nts 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. Strictly performed Commit to authorized Changhong Air Conditioning and Zhongshan Air Condition Appliance Co., Ltd. Effective 2010-11-6 the (“Zhongshan Air Conditioning”) to use “Changhong” trademark and relevant patents for free. permanently commitme nts 1. Commit to disclose periodic reports on a truthful, accurate, complete, fair and prompt manner, to Strictly The Company 2011-1-7 Effective disclose all the information that have important influences over investors, to accept supervision under the performed 17 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) CSRC and Shenzhen Stock Exchange. permanently the 2. Commit to make public clarification in respect of such information that is released from any public commitme media and may result in misleading influences on stock price once the Company is aware of such nts information. 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. Strictly 1. Since the property transfer didn’t involve the buildings and land currently used by Changhong Air performed Effective Conditioning, Sichuan Changhong commits, upon the completion of equity transfer, to continue to lease the permanently such assets to Changhong Air Conditioning at market price; commitme nts Commitment made in transfer of air Sichuan 2. After completion of this property transfer, Sichuan Changhong commits to manage to prevent new 2009-12-10 conditioning assets Changhong related transaction with Meiling Electrical Appliances. For those which can not be prevented, Sichuan Strictly property Changhong commits to determine the transaction price based on market accepted methods, so as to performed Effective ensure fairness of related transaction and protection of the interest of Meiling Electrical Appliances. the permanently 3. Sichuan Changhong commits that it will not engage in air conditioning and refrigerator business or commitme activity which competes or will compete with business of Meiling Electrical Appliances, or that which nts has interest conflict with Meiling Electrical Appliances. Annual performance Part of the 1. Make promise not to reduce the shares of Meiling bought in every year during period of incentive fund 2013-8-15; incentive fund, Directors, implemented via any market ways in the first year, which was allowed to be reduced by 50% according Three years after Implementi 2014-7-3; commitments by supervisors, to the laws and regulations in the second year, and the remaining 50% was allowed to be reduced in the current stocks bought ng 2015-7-21 incentive objects senior third year in accordance with the laws and regulations. 18 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) while purchasing executives and From the date of stock of the other incentive 2. The directors, supervisors and senior management, as the incentive objects of annual performance annual performance Company with objects incentive fund, promised to manage in accordance with the relevant management approaches in incentive fund plan performance accordance with the "Company Law", "Securities Law" and "The Company’s shares held by the approved by 2013-8-15; incentive funds and directors, supervisors and senior management of the listed company and its change management rules", shareholder general Implementi 2014-7-3; owned fund including but not limited to: during his tenure, the shares transferred each year shall not exceed 25% of meeting to 6 moths ng 2015-7-21 the total number of shares held of the Company; shall not sell the shares of the Company within six after directors, months after bought it or purchase again six months after sold it; shall not transfer the shares held within supervisors and six months after Dismission. senior executive resigned Sichuan 1. Sichuan Changhong and its concert party Changhong (Hong Kong) Trade Co., Ltd. undertook not to Changhong reduce holding shares of “Meiling Appliances” and “Wanmeiling B” during the future six months Electric Co., commencing from the date on which Meiling Appliances released relevant announcement (9 July 2015-9 LTD and January 2016), so as to maintain stable market and protect investors’ interest with their actual activities; Commitments of not persons acting 2. Based on market conditions and as allowed by laws and rules, multiple measures were adopted Implementi to reducing the in concert adequately to increase shareholding of Meiling Appliances, so as to demonstrate its firm confidence on 2015-7-9 2016-1-9 ng shares Changhong the PRC economy and Meiling Appliances with its actual actions, maintain sound development of capital (Hong Kong) market and promote recovery of healthy market; Trading Company 3. The Company continued to support operation and development of listed company. It is committed to Limited bringing steady and real return to investors. Perform the commitment promptly √ Yes □ No or not Specific reason for non-performance and the next Non-applicable plan 19 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) IV. Estimation of operation performance for year of 2015 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 □ Applicable √ Not applicable No security investment in Period. VI. Equity of other listed company held by the Company √Applicable □Not applicable Proportion Shares held Shares held Proportion Initial of shares Book value at Gains/losses in at at of shares Accountin Name Type investment held at period-end report period Resources period-begin period-end held at g items capital (RMB) period-beg (RMB) (RMB) (Share) (Share) period-end in Available Huishang Commerci for sale Initial Bank Co., 5,000,000.00 10,737,573 0.0972% 10,737,573 0.0972% 5,000,000.00 1,707,274.11 al bank financial investment Ltd. assets Total 5,000,000.00 10,737,573 -- 10,737,573 -- 5,000,000.00 1,707,274.11 -- -- VII. Particulars about derivatives investment √ Applicable □Not applicable In 10 thousand Yuan Amount Ratio of of investment reserve amount at Investmen for period-end Whether Investmen Actual Related t amount devaluat in net related Initial t amount gains/los Operator relationsh Type Start date End date at ion of assets of trade or investment at ses in ip period-beg withdra the not period-end period in wing Company (if at applicab period-end le) (%) 20 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Forward Financial foreign institution N/A No 19,131.11 2014-7-1 2016-12-31 13,319.93 N/A 19,131.11 5.43% -111.61 exchange s contract Total 19,131.11 -- -- 13,319.93 N/A 19,131.11 5.43% -111.61 Capital resource Self-owned capital Lawsuits (if applicable) Not applicable Disclosure date for approval from the Board for investment of derivatives (if 19 April 2014; 26 March 2015 applicable) Disclosure date for approval from board of shareholders for investment of 6 June 201; 18 April 2015 derivatives (if applicable) Risk analysis: 1. Market risk: the changes in domestic and foreign economic situation may create a major volatility in exchange rate, future exchange business under certain market risks. Forward exchange transaction business of the Company aims at lock-up the price in sale and purchase of foreign exchange, and lowers the impact on profit from exchange fluctuations. The Company will closely following the changes in exchange rate, based on the target rate fix by business, with the research and judgment in aspect of the trend in foreign exchange rate, determine the signature planning of agreement for forward exchange transaction combine with prediction on receipt and payment as well as the tolerance capacity of changing price arising from rate fluctuation; implement dynamic management on the business to guarantee a reasonable profit standards for the Company. 2. Liquidity risk: all of the foreign exchange funds trading are depend on reasonably Venture analysis and explanation on estimated of the import-export business in future, satisfy the requirement of trading truth. control measures for derivatives holding In addition, forward exchange transaction operates in way of bank credit; there is no impact in Period (including but not limited to on the fund liquidity of the Company. market risk, liquidity risk, credit risks, 3. Bank default risk: if the cooperative bank close down or default in contractual period, operational risk and legal risk etc.) the Company is un-able to settle the original foreign exchange contract in contractual price, it exists a risks of income uncertainty. Therefore, the Company chose the Chinese-funded banks as Bank of China, Agricultural Bank of China, Industrial and Commercial Bank of China and China Construction Bank for the foreign exchange funds trading and part of the larger foreign banks (e.g. Deutsche Bank, United Overseas Bank, Oversea-Chinese Banking Corp. and HSBC etc.), the above mentioned banks owns fund strength and operating soundness, there is a slim chance of money costs for close down. 4. Operational risk: the money trading in forward exchange might causes relevant risks due to the incorrect operations by handling personnel, relevant management mechanism has formulated by the Company, well-defined the operation procedure and duty officer in favor of preventing risk and risk control. 5. Legal risk: legal disputes may arise from the un-clear trading agreement signed between the Company and banks in aspect of money trading in forward exchange. The Company 21 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) strengthens the review on relevant contracts in way of law, and chooses banks for cooperation with good credit status in order to control the risk. In accordance with the Article 7 “Recognition of Fair Value” of “The Accounting Standards for Enterprises No. 22—Recognition and Measurement of Financial Particular about the changes of market Instruments”, the Company determined and measure the fair value basically in line with the price or product’s fair value of invested price provided or obtained from pricing services such as banks. As for the calculation of derivatives in Period; as for analysis of fair value for derivatives, it mainly refers to the un-matured contract of forward exchange the fair value of derivatives, disclosed facilities that signed with the banks in reporting period, and recognized as transactional specific treatment methods and relevant financial assets or liabilities based on the difference of forward exchange facilities’ contract hypothesis and parameter setting quotation at period-end and forward rate. In the reporting period, the gains/losses of forward foreign exchange contract amounting to (1,116,100) Yuan. Explanation on major changes on specific principle of accounting policy and Not applicable accounting calculation for derivatives in Period, by comparing with last period Upon inspection, the independent directors of the Company believes that: during the reporting period, the Company carried out its foreign exchange forward deals in strict compliance with the standardized operation guidelines for listed issuer on main board (2015 amended) issued by Shenzhen Stock Exchange, the Articles of Association, Authorization Management of the Company, Management System in relating to Foreign Exchange Forward Deals of Hefei Meiling Co., Ltd., and these deals were conducted Specific opinions from independent within the authorization scope under general meeting and board meeting. The Company directs on derivative investment and risk was able to lock revenue and costs against its actual business, thus to avoid and prevent controlling from exchange risks and maintain steady operation. The foreign exchange forward deals conducted by the Company were closely related to its normal operation needs, which was beneficial to prevent the exchange risks exposed by import and export business and thus met its requirement for operation development. There was no speculative operation, no break of relevant rules and regulations and relevant business was conducted under corresponding decision-making procedures. Interests of the Company and entire shareholders, especially minority shareholders, were not prejudiced. VIII. Trust financing √ Applicable □Not applicable In 10 thousand Yuan Amount of reserve Principal Whether Trust Criteria for Actual Related actually Anticipat related financin for devaluati gains/loss Name relationsh Type Start date End date collected ed trade or g fixing on of es in ip in the income not amount reward withdrawi period Period ng (if applicable 22 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) ) Anhui Province branch of Bank Floating 5.4% of N/A No proceeds 10,000 2015-5-22 2015-6-26 annual 10,000 0 51.78 51.78 Communication products yield s Hefei Branch of Floating 4.7% China 2015-12-2 N/A No proceeds 30,000 2015-9-25 annual 0 0 352.50 -- Merchants 5 products yield Bank Total 40,000 -- -- -- 10,000 0 404.28 51.78 Capital resource Self-owned capital Principal uncollected for overdue and N/A accumulated earnings Lawsuit involved (if applicable) Not applicable Disclosure date for approval from the Board for 2015-3-26 trust financing (if applicable) Disclosure date for approval from board of 2015-4-18 shareholders for trust financing (if applicable) IX. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Content discussed Date Place Way Type Object and documents provided Conference ESSENCE SECURITIES Co., Ltd.; Operation of the 2015-1-20 room of the Field research Institute Lombarda China Fund Management Company, no Company Co., Ltd. materials provided Conference Operation of the 2015-1-30 room of the Field research Institute Founder Securities Co., Ltd. Company, no Company materials provided Conference Operation of the 2015-2-5 room of the Field research Institute Great Wall Securities Co., Ltd. Company, no Company materials provided Conference Operation of the 2015-2-11 room of the Field research Institute Sinolink Securities Co., Ltd. Company, no Company materials provided Conference Operation of the 2015-4-2 Field research Institute Minsheng Securities Co., Ltd. room of the Company, no 23 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Company materials provided Conference Operation of the UBS; Broad Peak Investment 2015-5-6 room of the Field research Institute Company, no Advisers Pte Ltd Company materials provided CITIC Securities Co., Ltd.; Sun Life Everbright Life; Haitong Securities Conference Co., Ltd.; Changhong Fund Operation of the 2015-5-7 room of the Field research Institute Management Co., Ltd.; Fudun Company, no Company Investment Consultant (Shanghai) materials provided Co., Ltd.; Bank of China Investment Management Conference Operation of the ESSENCE SECURITIES Co., Ltd.; 2015-5-8 room of the Field research Institute Company, no Huaan Securities Co., Ltd. Company materials provided Conference Huatai Securities Co., Ltd.; Operation of the 2015-5-13 room of the Field research Institute Xingzheng Securities Fund Company, no Company Management Co., Ltd. materials provided Founder Securities Co., Ltd.; Conference Operation of the Huashang Fund Management Co., 2015-5-14 room of the Field research Institute Company, no Ltd.; Mirae Asset Management Co., Company materials provided Ltd. Conference Operation of the 2015-5-19 room of the Field research Institute GF Securities Co., Ltd Company, no Company materials provided Conference Operation of the 2015-6-5 room of the Field research Institute Bohai Securities Co., Ltd Company, no Company materials provided Conference Operation of the Kingsmead Asset Management 2015-7-2 room of the Field research Institute Company, no Pte.Ltd. Company materials provided Conference Operation of the 2015-8-21 room of the Field research Institute GF Securities Co., Ltd Company, no Company materials provided Conference Operation of the 2015-9-15 room of the Field research Institute Founder Securities Co., Ltd. Company, no Company materials provided 24 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Hefei Meiling Co., Ltd In RMB Items Ending balance Opening balance Current assets: Monetary funds 3,077,869,134.08 2,665,219,013.80 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial assets Notes receivable 1,847,225,465.87 1,223,468,044.05 Accounts receivable 1,377,818,251.01 1,160,192,277.00 Accounts paid in advance 58,342,982.07 92,501,704.06 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 909,729.51 - Dividend receivable Other receivables 32,355,909.11 28,729,328.80 Purchase restituted finance asset Inventories 1,489,881,401.79 1,765,761,407.86 Divided into assets held ready for sales Non-current asset due within one year Other current assets 300,000,000.00 - Total current assets 8,184,402,873.44 6,935,871,775.57 Non-current assets: 25 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Granted loans and advances Finance asset available for sales 5,000,000.00 5,500,000.00 Held-to-maturity investment Long-term account receivable Long-term equity investment 66,475,840.08 14,211,004.21 Investment property 14,286,359.03 14,892,795.62 Fixed assets 1,234,506,812.20 1,223,763,920.86 Construction in progress 47,638,379.33 62,766,707.57 Engineering material Disposal of fixed asset 75,733,138.47 75,808,843.84 Productive biological asset Oil and gas asset Intangible assets 562,711,685.56 561,864,209.63 Expense on Research and 55,482,352.60 25,194,157.09 Development Goodwill 5,313,913.50 5,313,913.50 Long-term expenses to be apportioned Deferred income tax asset 80,717,863.49 83,826,873.81 Other non-current asset 43,320,453.00 - Total non-current asset 2,191,186,797.26 2,073,142,426.13 Total assets 10,375,589,670.70 9,009,014,201.70 Current liabilities: Short-term loans 289,453,164.57 407,508,739.07 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into 1,287,600.00 81,170.00 current gains/losses Derivative financial liability Notes payable 3,343,949,044.74 1,553,110,292.55 Accounts payable 1,505,563,136.85 1,681,116,965.38 Accounts received in advance 244,004,037.06 296,641,377.09 Selling financial asset of 26 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) repurchase Commission charge and commission payable Wage payable 58,266,172.25 156,537,212.29 Taxes payable 85,826,030.94 51,153,350.18 Interest payable Dividend payable 2,200,499.91 2,237,640.91 Other accounts payable 716,673,552.66 872,725,707.68 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held ready for sale Non-current liabilities due within 1 11,153,364.92 11,153,512.52 year Other current liabilities Total current liabilities 6,258,376,603.90 5,032,265,967.67 Non-current liabilities: Long-term loans 50,066,181.20 18,947,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable 40,426,920.51 40,317,465.61 Special accounts payable Accrual liabilities 339,518,611.89 347,107,686.15 Deferred income 135,296,307.87 131,995,227.77 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 565,308,021.47 538,367,379.53 Total liabilities 6,823,684,625.37 5,570,633,347.20 Owner’s equity: Share capital 763,739,205.00 763,739,205.00 27 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 1,451,329,388.21 1,466,959,939.03 Less: Inventory shares Other comprehensive income -3,304,179.30 -3,262,898.99 Reasonable reserve Surplus public reserve 359,857,106.14 359,857,106.14 Provision of general risk Retained profit 951,531,373.92 835,453,313.49 Total owner’s equity attributable to 3,523,152,893.97 3,422,746,664.67 parent company Minority interests 28,752,151.36 15,634,189.83 Total owner’s equity 3,551,905,045.33 3,438,380,854.50 Total liabilities and owner’s equity 10,375,589,670.70 9,009,014,201.70 Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 2. Balance Sheet of parent company In RMB Item Ending balance Opening balance Current assets: Monetary funds 2,379,744,745.85 2,392,059,424.25 Financial assets measured by fair value and whose change is recorded in current gains and losses Derivative financial assets Notes receivable 1,242,403,052.48 828,127,854.78 Accounts receivable 977,729,128.03 809,847,584.71 Accounts paid in advance 353,318,612.38 176,658,393.90 Interest receivable Dividend receivable Other receivables 41,549,693.14 54,910,749.80 Inventories 701,125,522.20 795,329,785.95 Divided into assets held ready for 28 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) sales Non-current asset due within one year Other current assets 300,000,000.00 - Total current assets 5,995,870,754.08 5,056,933,793.39 Non-current assets: Finance asset available for sales 5,000,000.00 5,000,000.00 Held-to-maturity investment Long-term account receivable Long-term equity investment 831,652,945.77 833,369,872.61 Investment real estate 11,924,376.15 12,279,792.66 Fixed assets 904,636,663.81 885,435,282.76 Construction in progress 20,804,020.79 48,527,533.03 Engineering material Disposal of fixed asset 43,439,954.71 43,404,954.71 Productive biological asset Oil and gas asset Intangible assets 425,954,766.10 434,092,342.78 Expense on Research and Development 15,171,671.49 509,879.01 Goodwill Long-term expenses to be apportioned Deferred income tax asset 71,995,944.72 76,189,511.02 Other non-current asset Total non-current asset 2,330,580,343.54 2,338,809,168.58 Total assets 8,326,451,097.62 7,395,742,961.97 Current liabilities: Short-term loans 266,246,737.34 373,242,339.07 Financial liability measured by fair value and with variation reckoned into 1,287,600.00 81,170.00 current gains/losses Derivative financial liability Notes payable 1,925,006,413.91 1,036,334,282.38 Accounts payable 1,060,990,368.02 1,151,471,839.41 Accounts received in advance 243,828,562.16 152,745,865.71 Wage payable 9,788,326.00 77,090,385.79 Taxes payable 25,157,646.48 23,323,462.51 29 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Interest payable Dividend payable 2,200,499.91 2,237,640.91 Other accounts payable 856,232,276.94 712,029,942.44 Divided into liability held ready for sale Non-current liabilities due within 1 year 7,487,613.00 7,487,760.60 Other current liabilities Total current liabilities 4,398,226,043.76 3,536,044,688.82 Non-current liabilities: Long-term loans 7,292,800.00 7,932,800.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable 40,426,920.51 40,317,465.61 Special accounts payable Accrual liabilities 339,518,611.89 347,107,686.15 Deferred income 69,922,408.93 75,538,045.61 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 457,160,741.33 470,895,997.37 Total liabilities 4,855,386,785.09 4,006,940,686.19 Owner’s equity: Share capital 763,739,205.00 763,739,205.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 1,497,987,059.46 1,497,987,059.46 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 359,638,940.46 359,638,940.46 Retained profit 849,699,107.61 767,437,070.86 30 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Total owner’s equity 3,471,064,312.53 3,388,802,275.78 Total liabilities and owner’s equity 8,326,451,097.62 7,395,742,961.97 Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 3. Consolidated Profit Statement (this report period) In RMB Item Amount in this period Amount in last period I. Total operating income 1,942,291,649.54 2,441,249,157.46 Including: Operating income 1,942,291,649.54 2,441,249,157.46 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,919,762,086.64 2,361,091,843.34 Including: Operating cost 1,602,258,902.59 1,877,752,624.64 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 22,490,956.33 20,964,799.06 Sales expenses 250,693,912.13 388,899,395.16 Administration expenses 82,849,355.07 111,943,441.95 Financial expenses -19,114,423.08 -22,903,142.26 Losses of devaluation of asset -19,416,616.40 -15,565,275.21 Add: Changing income of fair value(Loss -4,859,700.00 519,200.00 is listed with “-”) Investment income (Loss is listed with -10,120,841.34 -2,398,304.89 “-”) Including: Investment income on -11,918,415.45 -680,826.33 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 7,549,021.56 78,278,209.23 “-”) Add: Non-operating income 7,905,409.63 6,317,326.37 31 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Including: Disposal gains of 845,874.87 48,371.98 non-current assets Less: Non-operating expense 29,968.10 1,064,736.66 Including: Disposal loss of non-current 2,194.90 1,041,736.66 asset IV. Total Profit (Loss is listed with “-”) 15,424,463.09 83,530,798.94 Less: Income tax expense 15,004,174.47 16,443,099.19 V. Net profit (Net loss is listed with “-”) 420,288.62 67,087,699.75 Net profit attributable to owner’s of 3,532,646.05 80,111,532.95 parent company Minority shareholders’ gains and -3,112,357.43 -13,023,833.20 losses VI. Net other comprehensive income 541,651.50 -2,111,339.33 after-tax Net other comprehensive income after-tax attributable to owners of parent 338,644.07 -2,111,339.33 company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified 338,644.07 -2,111,339.33 subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity 32 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency 338,644.07 -2,111,339.33 financial statements 6. Other Net after-tax of other comprehensive income attributable to minority 203,007.43 - shareholders VII. Total comprehensive income 961,940.12 64,976,360.42 Total comprehensive income 3,871,290.12 78,000,193.62 attributable to owners of parent Company Total comprehensive income -2,909,350.00 -13,023,833.20 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0046 0.1049 (ii) Diluted earnings per share 0.0046 0.1049 Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 4. Profit Statement of Parent Company (this report period) In RMB Item Current Period Last Period I. Operating income 1,329,826,538.29 1,406,719,083.14 Less: Operating cost 1,170,877,670.41 1,181,399,527.97 Operating tax and extras 14,068,239.18 4,377,611.36 Sales expenses 46,832,102.06 106,141,503.38 Administration expenses 34,872,319.84 60,590,292.49 Financial expenses -13,917,059.19 -21,328,540.42 Losses of devaluation of asset -2,006,516.36 -1,220,777.79 Add: Changing income of fair -4,859,700.00 519,200.00 value(Loss is listed with “-”) Investment income (Loss is -8,341,667.04 1,754,750.88 listed with “-”) 33 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Including: Investment income -10,139,241.15 79,689.49 on affiliated company and joint venture II. Operating profit (Loss is listed 65,898,415.31 79,033,417.03 with “-”) Add: Non-operating income 6,126,819.05 3,380,437.80 Including: Disposal gains of - 16,361.75 non-current assets Less: Non-operating expense - 1,061,305.28 Including: Disposal loss of - 1,038,305.28 non-current asset III. Total Profit (Loss is listed with 72,025,234.36 81,352,549.55 “-”) Less: Income tax expense 13,244,337.71 11,765,491.50 IV. Net profit (Net loss is listed with 58,780,896.65 69,587,058.05 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising 34 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 58,780,896.65 69,587,058.05 VII. Earnings per share: (i) Basic earnings per share 0.0770 0.0911 (ii) Diluted earnings per share 0.0770 0.0911 Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 5. Consolidated profit statement (year-begin to end of this period) In RMB Item Amount in this period Amount in last period I. Total operating income 8,369,208,938.79 8,785,638,209.63 Including: Operating income 8,369,208,938.79 8,785,638,209.63 Interest income Insurance gained Commission charge and commission income II. Total operating cost 8,176,833,671.46 8,524,489,865.94 Including: Operating cost 6,686,504,030.49 6,658,248,346.20 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 67,790,549.95 66,615,799.33 35 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Sales expenses 1,196,139,995.33 1,545,371,615.68 Administration expenses 275,411,598.49 306,490,897.12 Financial expenses -64,917,017.50 -66,743,441.16 Losses of devaluation of asset 15,904,514.70 14,506,648.77 Add: Changing income of fair value(Loss -1,206,430.00 519,200.00 is listed with “-”) Investment income (Loss is listed with -15,605,274.06 -3,182,602.11 “-”) Including: Investment income on -18,400,988.39 -1,465,123.55 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 175,563,563.27 258,484,941.58 “-”) Add: Non-operating income 22,710,529.49 26,715,233.53 Including: Disposal gains of 860,650.87 1,517,833.34 non-current assets Less: Non-operating expense 9,294,581.25 3,877,664.58 Including: Disposal loss of non-current 5,698,998.21 1,596,131.19 asset IV. Total Profit (Loss is listed with “-”) 188,979,511.51 281,322,510.53 Less: Income tax expense 29,516,348.07 53,237,882.50 V. Net profit (Net loss is listed with “-”) 159,463,163.44 228,084,628.03 Net profit attributable to owner’s of 161,902,412.73 239,217,808.78 parent company Minority shareholders’ gains and losses -2,439,249.29 -11,133,180.75 VI. Net other comprehensive income 35,643.14 -1,519,701.65 after-tax Net other comprehensive income after-tax attributable to owners of parent -41,280.31 -1,519,701.65 company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income -41,280.31 -1,519,701.65 36 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency -41,280.31 -1,519,701.65 financial statements 6. Other Net other comprehensive income 76,923.45 - after-tax attributable to minority VII. Total other consolidated income 159,498,806.58 226,564,926.38 Total consolidated income attributable to 161,861,132.42 237,698,107.13 owners of parent company Total consolidated income attributable to -2,362,325.84 -11,133,180.75 minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.2120 0.3132 (ii) Diluted earnings per share 0.2120 0.3132 Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 6. Profit Statement of parent company (year-begin to end of this period) In RMB Items Amount in this period Amount in last period I. Operating income 5,053,471,290.23 4,998,288,343.35 Less: operating cost 4,355,900,602.90 4,216,852,282.82 Operating tax and extras 35,661,857.61 23,716,964.02 37 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Sales expenses 413,572,867.04 462,903,848.24 Administration expenses 127,044,881.98 153,809,199.59 Financial expenses -52,365,696.17 -55,158,901.15 Losses of devaluation of asset 7,245,337.37 40,908,797.89 Add: Changing income of fair -1,206,430.00 519,200.00 value(Loss is listed with “-”) Investment income (Loss is listed with -14,401,544.51 1,659,630.18 “-”) Including: Investment income on -16,716,926.84 -15,431.21 affiliated company and joint venture II. Operating profit (Loss is listed 150,803,464.99 157,434,982.12 with “-”) Add: Non-operating income 11,921,447.17 20,283,748.28 Including: Disposal gains of - 696,676.82 non-current assets Less: Non-operating expense 7,706,718.05 3,644,710.84 Including: Disposal loss of non-current 5,679,902.32 1,466,703.00 asset III. Total Profit (Loss is listed with 155,018,194.11 174,074,019.56 “-”) Less: Income tax expense 26,931,805.06 38,730,933.23 IV. Net profit (Net loss is listed with 128,086,389.05 135,343,086.33 “-”) V. Net other comprehensive income after-tax (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 38 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 128,086,389.05 135,343,086.33 VII. Earnings per share: (i) Basic earnings per share 0.1677 0.1772 (ii) Diluted earnings per share 0.1677 0.1772 Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 7. Consolidated Cash Flow Statement (year-begin to end of this period) In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 7,171,956,473.04 5,661,182,032.06 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 amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses Cash received from interest, 39 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 202,906,688.63 75,985,996.85 Other cash received concerning 23,909,684.47 27,382,231.39 operating activities Subtotal of cash inflow arising from 7,398,772,846.14 5,764,550,260.30 operating activities Cash paid for purchasing commodities and receiving labor 4,803,764,558.47 4,410,540,747.94 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 832,710,989.29 626,401,987.79 Taxes paid 297,596,221.20 322,955,088.33 Other cash paid concerning 485,029,682.39 598,862,694.58 operating activities Subtotal of cash outflow arising from 6,419,101,451.35 5,958,760,518.64 operating activities Net cash flows arising from operating 979,671,394.79 -194,210,258.34 activities II. Cash flows arising from investing activities: Cash received from recovering 100,500,000.00 676,076.88 investment Cash received from investment 2,795,714.33 2,150,605.76 income Net cash received from disposal of 4,202,632.00 41,316,035.71 fixed, intangible and other long-term 40 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 76,968,567.01 75,688,576.33 investing activities Subtotal of cash inflow from investing 184,466,913.34 119,831,294.68 activities Cash paid for purchasing fixed, 71,374,650.21 66,984,816.97 intangible and other long-term assets Cash paid for investment 470,150,056.00 1,217,812.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing 541,524,706.21 68,202,628.97 activities Net cash flows arising from investing -357,057,792.87 51,628,665.71 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 1,400,969,378.32 1,322,865,410.42 Cash received from issuing bonds Other cash received concerning - 88,864.95 financing activities Subtotal of cash inflow from financing 1,400,969,378.32 1,322,954,275.37 activities Cash paid for settling debts 1,607,381,942.11 1,146,752,483.72 Cash paid for dividend and profit 52,390,562.88 60,590,588.42 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries 41 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) Other cash paid concerning 224,020.35 3,068,420.75 financing activities Subtotal of cash outflow from financing 1,659,996,525.34 1,210,411,492.89 activities Net cash flows arising from financing -259,027,147.02 112,542,782.48 activities IV. Influence on cash and cash equivalents due to fluctuation in 20,829,216.21 6,852,120.57 exchange rate V. Net increase of cash and cash 384,415,671.11 -23,186,689.58 equivalents Add: Balance of cash and cash 2,645,879,017.88 2,238,884,137.50 equivalents at the period -begin VI. Balance of cash and cash 3,030,294,688.99 2,215,697,447.92 equivalents at the period -end Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo 8. Cash Flow Statement of parent company (year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 3,847,637,016.40 3,289,895,343.34 services Write-back of tax received 117,943,770.04 34,967,339.65 Other cash received concerning 13,230,836.70 3,590,403.68 operating activities Subtotal of cash inflow arising from 3,978,811,623.14 3,328,453,086.67 operating activities Cash paid for purchasing commodities and receiving labor 3,157,708,450.41 3,106,443,257.32 service Cash paid to/for staff and workers 300,601,769.60 218,123,897.75 Taxes paid 121,867,065.71 113,834,004.67 Other cash paid concerning 222,116,329.76 252,580,757.65 operating activities Subtotal of cash outflow arising from 3,802,293,615.48 3,690,981,917.39 42 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) operating activities Net cash flows arising from operating 176,518,007.66 -362,528,830.72 activities II. Cash flows arising from investing activities: Cash received from recovering 100,000,000.00 - investment Cash received from investment 2,315,382.33 2,000,605.76 income Net cash received from disposal of fixed, intangible and other long-term 969,312.00 961,417.31 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 58,154,223.63 69,008,126.56 investing activities Subtotal of cash inflow from investing 161,438,917.96 71,970,149.63 activities Cash paid for purchasing fixed, 35,984,182.41 44,602,433.46 intangible and other long-term assets Cash paid for investment 415,000,000.00 40,950,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 450,984,182.41 85,552,433.46 activities Net cash flows arising from investing -289,545,264.45 -13,582,283.83 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 1,312,414,820.91 1,131,724,576.65 Cash received from issuing bonds Other cash received concerning 390,538,160.60 45,690,154.62 financing activities Subtotal of cash inflow from financing 1,702,952,981.51 1,177,414,731.27 43 HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2015(Full Text) activities Cash paid for settling debts 1,475,931,002.11 999,105,583.72 Cash paid for dividend and profit 50,789,587.20 58,149,356.51 distributing or interest paying Other cash paid concerning 97,303,941.36 4,453,408.40 financing activities Subtotal of cash outflow from financing 1,624,024,530.67 1,061,708,348.63 activities Net cash flows arising from financing 78,928,450.84 115,706,382.64 activities IV. Influence on cash and cash equivalents due to fluctuation in 16,089,563.99 5,345,392.94 exchange rate V. Net increase of cash and cash -18,009,241.96 -255,059,338.97 equivalents Add: Balance of cash and cash 2,390,446,316.58 1,996,577,625.49 equivalents at the period -begin VI. Balance of cash and cash 2,372,437,074.62 1,741,518,286.52 equivalents at the period -end Legal representative: Liu Tibin Person in charge of accounting works: Zhang Xiaolong Person in charge of accounting institution: Luo Bo II. Audit Report Whether the third quarter report was audited or not □Yes √No Hefei Meiling Co., Ltd. Chairman: Liu Tibin 17 October 2015 44