黄石东贝电器股份有限公司 2013 年年度报告 Huangshi Dongbei Electrical Appliance Co., Ltd. 900956 2013 Annual Report 1 黄石东贝电器股份有限公司 2013 年年度报告 I. Important Notes 1.The Board of Directors ,Supervisory Committee,directors , supervisors and Senior Executives of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. 2.The situation of the director who failed to attend Position of the director Name of the director Reason for failure to Name of proxy who failed to attend who failed to attend attend Director Zhu Jinming Business trip Yang Baichang 3. Daxin Certified Public Accountants Co., Ltd.( LLP)issued standard unqualified auditors' report for the Company. 4. Mr.Yang Baichang, Person in charge of the Company, Ms. Lu Lihua, Chief financial officer and the Ms. Ma Li, the person in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this Annual Report . 5. The profit allocation plan or the capitalization from capital public reserve during the report peri od examined by the Board of Directors: considering the interests of shareholders and the long-ter m development, the profit allocation plan of the company in 2013 was as belows. Based on the Co mpany’s total share capital of RMB 235,000,000 as at December 31, 2013,the Company would dis tribute cash dividend to all the shareholders at the rate of RMB 1.00 for every 10 shares (with tax inclusive), the estimated allotting profit of RMB 23.500,000 and the balance of RMB 411,069,646 .73 are carried over to the next allocation. Also, the bonus shares allocation and the capitalization f rom capital public reserve will not be conducted for the company this year. 6. Whether the controlling shareholder and its related parties did not occupy the funds of the Company for operation. No. 7. Whether the Company did not provide guarantee in violation of specified decision-making procedure. No. 2 黄石东贝电器股份有限公司 2013 年年度报告 Table of Contents I. Important Notes, Contents & Definition II. Company profile III. Summary of Accounting Data and Financial indexes IV. Report of the Board of Directors V. Important Events VI. Particulars about Changes in Share Capital and Shareholders VII.Particulars about Directors, Supervisors, Senior Executives and Employees VIII. Company Administration Structure IX. Internal Control X. Financial Report XI. List of Documents Available for Inspection 3 黄石东贝电器股份有限公司 2013 年年度报告 I.Definition and Major Risk Warning 1.Definition In this report, medium, the following words and expressions shall have the following meaning unless otherwise defined: Definition of frequently mentioned words and expressions Company, The Company, We, Huangshi Dongbei Electrical Refers to Dongbei Electrical Appliance Appliance Co., Ltd. Dongbei Group, Controlling Huangshi Dongbei Refers to shareholder Electromechanical Group Co., Ltd Daxin, Daxin Certified Public Daxin Certified Public Accountants Refers to Accountants Co., Ltd. ( LLP) Report period Refers to 2013 China Securities Regulatory CSRC Refers to Commission The Securities Law of the The Securities Law Refers to People’s Republic of China The Company Law of the The Company Law Refers to People’s Republic of China The Articles of association of Articles, The Articles of association Refers to Huangshi Dongbei Electrical Appliance Co., Ltd. RMB Yuan , RMB million Yuan, Million Yuan, billion Yuan Refers to Yuan,RMB billion Yuan 2. Reminder of Major Risks: The Company has described the possible risks in this year’s report in order to attract attention from the investors. For more refer to the ― Report of the future development discussion by Board of Directors‖. 4 黄石东贝电器股份有限公司 2013 年年度报告 II.Company profile 1. Information of the Company Chinese name of the Company 黄石东贝电器股份有限公司 Abbr. of the Chinese name of the Company 东贝 B 股 English name of the Company Huangshi Dongbei Electrical Appliance Co.,Ltd Legal representative of the Company Yang Baichang 2. Contact person and contact manner Board secretary Securities affairs Representative Name Lu Lihua Huang Jie No.6, Jinshan East Road, No.6, Jinshan East Road, Economic & Technology Economic & Technology Contact address Development Zone, Huangshi Development Zone, Huangshi City, Hubei Province. City, Hubei Province. Tel 0714-5415858 0714-5415858 Fax 0714-5415858 0714-5415858 E-mail stock@donper.com stock@donper.com 3.Basic Information about the Company No.6, Jinshan East Road, Economic & Technology Registered Address: Development Zone, Huangshi City, Hubei Province. Postal code of Registered address 435000 No.6, Jinshan East Road, Economic & Technology Business Address Development Zone, Huangshi City, Hubei Province. Postal code of Business address 435000 Website: http://www.donper.com E-mail stock@donper.com 4.The Place for Placing the Annual Report and the Information Disclosure Shanghai Securities Daily and Hong Kong Newspapers for Information Disclosure Commercial Daily Internet Website for Publishing the Annual Report www.sse.com.cn The Place for Placing the Annual Report Securities Dept. of the Company 5.Stock Profile Stock Condition of the Company Stock exchange for Type Stock Abbreviation Stock Code listing Shanghai Stock B share Dongbei B 900956 Exchange 6.The change of the registration in the report period (1)Basic Information The registration remained in the report period 5 黄石东贝电器股份有限公司 2013 年年度报告 (2)Change of main operation of the Company since its listing The Company was listed at Shanghai Stock Exchange in July 1999. Business Scope: Production and sales of refrigerating compressors and electrical motors of compressors, development and consultation of high-tech products. (3)Change of controlling shareholder since the listing of the Company After the completion of the issuance of B shares, the registered capital of the Company was RMB 235,000,000.00, which was divided into 235,000,000.00 shares with par value of RMB 1 per share. 117,600,000 shares are owned by the state. Huangshi State-owned Assets Administration entrusted Dongbei Refrigerating Machine Group Company to hold these shares. According to the Agreement for Conversion of Debts in Shares and the approval document issued by State Economic and Trading Commission for approving the implementation of conversion of debts into shares by Huangshi Dongbei Refrigerating Machine Group Co., Ltd., Huangshi Dongbei Refrigerating Machine Group Co., Ltd., the original controlling shareholder of the Company, contributed capital with its main operating assets (including 50.04% equity of the Company held by it) and established Huangshi Dongbei Electromechanical Group Co., Ltd. jointly with three asset management company, i.e., Orient, Xinda and Huarong on September 10, 2002. After the establishment of Huangshi Dongbei Electromechanical Group Co., Ltd., the Company's controlling shareholder changed from Huangshi Dongbei Refrigerating Machine Group Co., Ltd. to Huangshi Dongbei Electromechanical Group Co., Ltd. As the 117.60 million shares held by Huangshi Dongbei Refrigerating Machine Group Co., Ltd. are state-owned shares, the equity transfer is subject to the approval of Ministry of Finance. Huangshi Dongbei Refrigerating Machine Group Co., Ltd. agreed to entrust Huangshi Dongbei Electromechanical Group Co., Ltd. to manage the 117.60 million state-owned shares held by it before obtaining the approval of Ministry of Finance. On March 28, 2005, the State Council approved changing 117.60 million state-owned shares of Huangshi Dongbei Electrical Appliance Co., Ltd. held by Huangshi Dongbei Refrigerating Machine Industrial Co. (originally named as Huangshi Dongbei Refrigerating Machine Group Co., Ltd. and later renamed as Huangshi Dongbei Refrigerating Machine Industrial Co.) into 117.60 state-owned legal person shares held by Huangshi Dongbei Electromechanical Group Co., Ltd. with the Approval of Change of Holder of State-owned Shares of Huangshi Dongbei Electrical Appliance Co., Ltd. (Guo Zi Chan Quan (2005) No. 197 Document). 7.Other Relevant Information Hubei Daxin Certified Public Name Accountants Co., Ltd. ( Special General Partnership) 16/F, Zhiyin Media Square, Certified public accountants engaged by the Business Address No.31, Zhongbei Road, Wuhan Company(Domestic) Names of the Certified Public Zhang Ling Accountants as the Jiang Yanhong signatories 6 黄石东贝电器股份有限公司 2013 年年度报告 III.Summary of Accounting Data and Financial indexes I.Main accounting data and financial indicators of the Company in the last three years as of the end of the report period (1)Main accounting data In RMB Changed over Main accounting data 2013 2012 2011 last year(%) Operating income 4,264,031,820.89 4,115,881,689.22 3.60 4,001,367,095.40 Net profit attributable to the shareholders of the listed 93,824,776.19 60,515,708.87 55.04 44,933,406.39 company Net profit after deducting of non-recurring gain/loss 54,216,908.08 58,325,054.43 -7.04 37,576,447.66 attributable to the shareholders of listed company Cash flow generated by 52,733,441.69 323,081,079.29 -83.68 26,244,601.54 business operation, net End of End of Changed over End of 2013 2012 last year(%) 2011 Net assets attributable to the shareholders of the listed 897,432,610.64 803,800,900.15 11.65 650,290,917.83 company Gross assets 3,851,675,304.29 3,807,985,913.82 1.15 3,688,983,839.64 (2)Main Financial date Changed over Main Financial indexes 2013 2012 2011 last year(%) Basic earning per 0.399 0.258 54.65 0.191 share(RMB/Share) Diluted gains per 0.399 0.258 54.65 0.191 share(RMB/Share) Basic earning per share after deducting of non-recurring 0.231 0.248 -6.85 0.16 gains/losses(RMB/Share) Weighted average net asset Increased by 11.03 8.89 6.97 earning ratio(%) 2.14% Net income on asset, weighted Decreased and deducted non-recurring 6.37 8.57 5.83 by 2,2% gain/loss(%) II.Items and amount of non-operating gains and losses: In RMB Items of non-operating Amount (2013) Amount (2012) Amount(2011) gains and losses Gain/loss form disposal of 31,109,041.33 -11,388,425.50 -6,795,070.26 non-current assets. Governmental Subsidy 8,607,485.00 10,055,161 17,599,671.23 7 黄石东贝电器股份有限公司 2013 年年度报告 accounted as current gain/loss, except for those subsidies at with amount or quantity fixed by the national government and closely related to the Company’s business operation. Capital occupation charges on non-financial enterprises that are 393,827.10 recorded into current gains and losses Net profit or loss from beginning of the year to acquisition date from subsidiaries acquired 1,450,615.72 under category of business combinations under common control Other non-business income and expenditures 6,722,899.04 2,161,537.69 -1,682,340.42 other than the above Influenced amount of -200,396.48 235,652.07 -425,161.48 minor shareholders’ equity Influenced amount of -7,024,987.88 -323,885.54 -1,340,140.34 income tax Total 39,607,868.11 2,190,655.44 7,356,958.73 8 黄石东贝电器股份有限公司 2013 年年度报告 IV. Report of the Board of Directors I.Discussion and analysis of the Company's operation in the report period by the board of directors Under the condition of macroeconomic recession and increasingly drastic competition in industry, the company has seized the market focused on the oriented product of efficient and ultra-efficient compressor, firstly become the largest supplier of Haier, and is respectively granted ―Appliance Core Award‖ of China Household Electrical Appliances Association (CHEAA), ―The Best Supplier‖ of Turkey Arcelik, ―Strategic Core Supplier‖ in America and other honors in 2013. Over the past year, in the situation of slow recovery of global economy and sluggish growth of domestic economy, the company has still insisted on struggling, improving and striving to enhance its competitiveness. Therefore, the growth in the disadvantage condition has been achieved for the core industry of compressors of the company, and the production and sales of the oriented product of ―Donper‖ compressor have consecutively ranked in the first for nine years in the country. (1) Production and operation In the report period, the Company earned operating income of RMB 4.264 billion, which increased by 3.60% year on year. Its operating profit was RMB 153.22 million. which increased by 33% year on year. The compressor output was 24.41 million. which increased by 20.57% year on year. The compressor sales was 24.02 million , which increased by 20.02% year on year. (2) In the year, the Company focused on the following work: (1) Develop the main industry market and strive to achieve the rapid growth in China and abroad In 2013, the company has paid close attention to international and domestic markets, and timely adjusted the marketing strategy along the front of the market according to the changes in the market demand. For the domestic market, the company has grasped the opportunity of energy saving and benefiting policy, adjusted and optimized the product structure for all the users and made high efficiency and large-sized sales having an increase of 38% and 32% compared with the last period. In terms of the market segments, the company has further consolidated the strategic customers, actively developed medium and small enterprises of household electrical appliances around Yangtze River Delta and Pearl River Delta, implemented the differentiated marketing strategy, expanded the market share gap, and developed 32 new customers. For the international market, the company has further consolidated the strategic customers in Asia, Europe and America, mainly developed some large customers with strong risk-resisting abilities and the market gap in Eastern Europe, built new R&D center in Italy, set up the office in Egypt, laid the solid foundation for the development of international market, and yearly exported the compressors of 4.35 million sets, with an increase of 13.1% compared with the previous year. (2) Focus on the technological innovation and strive to improve the core competitiveness of enterprise.The company has relied on state-level enterprise technical centers, research and development centers in Europe, academician workstations and post-doctoral workstations, and strengthened the cooperation with universities and research institutions at home and abroad to focus on the R&D of compressors of high-efficiency, frequency-convert, and new materials manufactured.The Efficiency ratio of ultra-efficient compressors in L series have reached the advanced level of the world, while the compressors of the energy conservation and material saving of A series have been further perfected on the development of high-efficiency while small-sized model, and have been realized the large-scale selling. In 2013, the identification for 32 samples and 22 product appraisement has been finished. Until now, the company owns 268 technical patents, including 14 invention patents, 209 new utility patents and 45 appearance patents. (3) Integrate various resources and improve the operational efficiency In 2013, the company has implemented the strategy of ―Strengthening Enterprises through Talent‖, introduced various technical experts, and cultivated the first Post-Doctor Fellow from the Post-Doctoral Research Center. At the same time, the company has formulated the talent motivation 9 黄石东贝电器股份有限公司 2013 年年度报告 policy, recognized the first skilled, professional and superior junior employees as the senior talent of enterprise, improved and widen the pathway to promote for employees. In 2013, the company has continuously developed the excellent performance management, continually implemented the perfect production and various labor competitions, sustained to improve the motivation and creativity of employee, and refined the management. To take full advantage of existing technology, personnel, marketing, equipment and other resources, and improve the usage of resources and the efficiency of management, the company has conducted the effective integration for all resources of bases, made the production organization more scientific and rational, with an increase of 17% for the production efficiency. Also, the occupation of funds has dramatically declined, and the inventory turnover has been improved. (I) Analysis on principal Business 1. Sheet of change analysis of relevant items of profit statement and cash flow statement In RMB Amount in this Amount in last Subject Proportion(%) period period Business income 4,264,031,820.89 4,115,881,689.22 3.60 Business cost 3,722,178,577.67 3,601,140,046.86 3.36 Sales expenses 94,364,407.59 87,836,539.81 7.43 Administrative expenses 276,766,392.41 217,671,475.97 27.15 Financial expenses 45,573,451.97 72,505,144.46 -37.15 Cash flow generated by operation 52,733,441.69 323,081,079.29 -83.68 activities, net Net cash flow generated by investment -78,134,673.94 -10,807,708.60 activities Net cash flow generated by financing -4,242,484.74 -306,929,464.87 activities R& D expenses 132,294,587.81 127,461,146.03 3.79 2. Earning (1)Analysis of factors driving the change of business income In 2013, The Company earned operating income of RMB 4,264,031,820.89. which increased by 3.60% year on year. The amount of income from domestic sales was RMB3,380,959,066.88 , which increased by 0.85% year on year ,The amount of income from foreign sales was RMB 739,559,909.16. which increased by 5.97% year on year ,The major factor driving the growth of business income is the growth of product sales volume. (2)Analysis of factors affecting product income of the Company mainly engaged in sales of physical goods In 2013, The business income of the Company from compressor was RMB3,676,136,257.13 , which increased by 2.02% year on year. The business income of the company from cast of automobile parts was RMB 414,903,259.01, which decreased by 1.15% year on year. The business income of the company from solar water heaters was respectively RMB 29,479,459.90. which increased by 8.43% year on year. (3) Major customers 10 黄石东贝电器股份有限公司 2013 年年度报告 Items Business income Proportion(%) Customers1 803,723,943.43 18.85 Customers 2 190,109,699.49 4.46 Customers 3 173,424,852.53 4.07 Customers 4 129,784,097.44 3.04 Customers 5 110,637,834.02 2.59 Total 1,407,680,426.91 33.01 3.Cost (1)Cost analysis sheet In RMB The Status of key business in terms of industry of business Change of key Increase/d business ecrease of On Amount in this Proportion Amount in last profit over Items key industry period (%) period the same business period of cost(%) last year (%) Manufactu Cost of key 3,607,966,188.71 96.93 3,548,626,543.62 98.54 1.67 ring business The Status of key business in terms of production of business Change of key Increase/d business ecrease of On Amount in this Proportion Amount in last profit over Items key production period (%) period the same business period of cost(%) last year (%) Compress Cost of key 3,221,468,219.29 86.55 3,159,440,503.90 87.73 1.96 ors business Auto casting Cost of key and 365,059,625.42 9.81 369,405,482.93 10.26 -1.18 business Compress ors casting Solar Cost of key water 21,438,344.00 0.58 19,780,556.79 0.55 8.38 business heater 4.Expenses The selling expenses for current period were RMB 94,364,407.59, which increased by 7.43% year on year.which increased mainly due to the increase of transportation expenses with the increase of sales volume. The administrative expenses for current period were RMB 276,766,392.41. which increased by 27.15% year on year, mainly due to the Company has increased investment in R&D in the period 11 黄石东贝电器股份有限公司 2013 年年度报告 The financial expenses for current period were RMB 45,573,451.97, which decreased by 37.15% year on year, Mainly due to the acceleration of funds used to reduce the cash flow, as well as low-cost funding to fi ght, reduced financing costs. 5.R&D expenditure (1)R&D expenditure statement In RMB R&D expenditure in current period 132,294,587.81 Total R&D expenditure 132,294,587.81 Proportion of total R&D expenditure to net 12.50 assets (%) Proportion of total R&D expenditure to 3.10 operating income (%) 6.Cash flow Items 2013 2012 Proportion Cash flow generated by operation 52,733,441.69 323,081,079.29 -83.68 activities, net Net cash flow generated by investment -78,134,673.94 -10,807,708.60 activities Net cash flow generated by financing -4,242,484.74 -306,929,464.87 activities In current period, net cash flows from operating activities were RMB 52,733,441.69, which decreased by 83.68% year on year, Mainly due to the increase in paying cash to buy merchandise stocking. In current period, net cash flows from investing activities were RMB-78,134,673.94, which decreased year on year,Mainly due to the increase of paying cash of purchasing fixed assets and other projects In current period, net cash flows from financing activities were RMB-4,242,484.74, which increased year on year ,Mainly due to the increase of loans during this period (II)The Status of key business in terms of industry of business , production and Area 1.The Status of key business in terms of industry of business and production In RMB The Status of key business in terms of industry of business Increase/de Increase/de crease of crease of Change of On Income from key Cost of key Gross key key Gross industry business business profit(%) business business profit(%) turnover cost(%) (%) Manufactu Increased 4,120,518,976.04 3,607,966,188.71 12.44 1.73 1.67 ring by 0.06% The Status of key business in terms of production of business Increase/de Increase/de Change of On Income from key Cost of key Gross crease of crease of Gross production business business profit(%) key key profit(%) business business 12 黄石东贝电器股份有限公司 2013 年年度报告 turnover cost(%) (%) Compresso Increased 3,676,136,257.13 3,221,468,219.29 12.37 2.02 1.96 rs by 0.05% Auto casting and Increased 414,903,259.01 365,059,625.42 12.01 -1.15 -1.18 Compresso by 0.02% rs casting Solar water Increased 29,479,459.90 21,438,344.00 27.28 8.43 8.38 heater by 0.04% 2.Table of the status of main operation in terms of Area In RMB Increase or decrease of rate of profit from Area Income from operation operation over the previous year(%) Domestic sales 3,380,959,066.88 0.85 Foreign sales 739,559,909.16 5.97 (III)Analysis on Assets and liabilities 1.Assets and liabilities statement In RMB Changed Year-end balance Proportion Name Year-end balance Proportion(%) proportion in last period (%) (%) Long term share equity 5,579,199.37 0.15 85,938,693.12 2.26 -93.51 investment Construction 14,031,259.01 0.36 2,704,170.88 0.07 418.87 in progress Receipts in a 14,762,754.06 0.38 115,050,703.41 3.02 87.17 dvance Long-term equity investment decrease, Mainly due to the transfer of equity of Huangshi Dongbei Electromechanical Group Co., Ltd. from Co ntrolling subsidiary of Wuhu Abaur . Construction in progress increased, Mainly due to the casting Luo bridge project and gold Hill technology projects into infrastructure projects. Decreased in receipts in advance,Mainly due to Controlling subsidiary Wuhu Abaur transfer RMB 69.30 million balance in advances from Yellowstone property spin-equity in the opening, the equity tr ansfer of business change procedures were completed in October 2013. (IV)Analysis of core competitiveness In the report period, The company's core competitiveness has no significant changes (V).The investment of the Company 1.Entrusted money management by non-finance companies and derivatives investment 13 黄石东贝电器股份有限公司 2013 年年度报告 (1).Entrusted asset management The Company did not entrust others with asset management in this report period. (2)Entrusted Loans The company did not entrust loans in the report period; 14 黄石东贝电器股份有限公司 2013 年年度报告 2.Analysis on principal subsidiaries and Mutual shareholding companies Registered Total assets capital Shareholding (RMB’0000 Net assets Net profit Company Name Business Scope (RMB’0000) ratio (%) ) (RMB’0000) (RMB’0000) Huangshi Dongbei Electromechanical GroupProduction and sales of solar water Solar Energy Co., Ltd. heaters 2,486.12 83.03 9770.70 6201.65 530.59 Production and sales of refrigeration compressor , Compressor and Wuhu Abaur Mechanical & Electrical Co.,Ltd Electrical Organ casting 5,000.00 75 195948.53 48081.87 8485.14 Casting of small and medium-sized Huangshi Dongbeicast products, house renting and Foundry Co., Ltd. parking service. 3,281.41 51.28 41746.69 8168.78 143.91 Sales of Refrigeration Compressor, Huangshi DongbeiRefrigeration Equipment and Parts , International Trade Co.,Photoelectric products and solar water Ltd. heater ,etc. USD 1 million 100% 1681.24 625.02 50.83 15 黄石东贝电器股份有限公司 2013 年年度报告 3.Projects invested with the non-raised capital In RMB Amount Amount Total invested in Name Project progress accumulatively Earnings investment the reporting invested year Because of the early Eg The yptian Invested in Egypt political crisis, the Egy compressor ptian investment acquis project ition project suspend On January 10, 2011,The first provisional shareholders' general meeting of the Company in 2011 examined and adopted the Proposal for Investing Compressor Project in Egypt, The Company plans to establish Dongbei (Egypt) Electromechanical Co., Ltd. in Egypt to acquire the operating assets of Egypt MCMC Company (a compressor manufacturer in Egypt) and build it into a production base for developing overseas market, Since 2011, because Egyptian domestic political instability, the project has not been substantive input by the company II.Explanation of the Board of Directions Concerning the ― non-standard audit report‖ issued by the CPAs firm for the reporting period. (1) Explanation of the Board of Directions and Supervisory Committee Concerning the ― non-standard audit report‖ issued by the CPAs firm for the reporting period. √Not applicable (II) Explain and analyse the change and effects of the accounting policy, accounting estimate and measurement methods. √Not applicable (III)Explain retrospective restatement due to correction of significant accounting errors in the reporting period. √Not applicable III.The proposal of profit distribution or conversion of the capital reserve into share capital (1)Formulation, implementation or adjustment of cash dividend policy According to the Notice of Further Implementing the Matters Concerning Distribution of Cash Dividends by Listed Companies (Zheng Jia Fa (2012) No. 37 Document) issued by CSRC on May 4, 2012 and the requirements of Hubei Securities Regulatory Bureau and Shanghai Stock Exchange, the sixth meeting of the fifth board of directors of the Company held on October 26, 2012 examined and adopted the proposal for implementing the dividend distribution document of CSRC and revising the clauses of the Articles of Association of the Company in respect of profit distribution. The adoption of this proposal perfected the Company's profit distribution policy, improved the transparency of profit distribution, protected public investors' lawful rights and interests and enhanced the level of the Company's overall standardized operation. This proposal was examined and adopted at the second provisional shareholders' general meeting in 2012 held on November 23, 2012. 16 黄石东贝电器股份有限公司 2013 年年度报告 (II)If the Company makes profit in the report period and the undistributed profit for the parent company is positive but the Company fails to make a preplan for cash dividend distribution, the Company shall disclose the reasons for such failure and the use and use plan of undistributed profit in detail. √Not applicable (III)The Company's plan for preplan for profit distribution or capitalization of capital surplus for the recent three years (including the report period) In RMB Year Ratio of net Number of Net profit profit shares for attributable to attributable Number of Amount of every 10 Amount of shareholders to bonus shares dividends shares after cash bonus of listed shareholders for every 10 for every 10 capital (Included company in of listed shares shares surplus tax) consolidated company in capitalizatio statement of consolidated n bonus year statement 2013 0 1 0 23,500,000 93,824,776.19 25.05 2012 0 0 0 0 60,515,708.87 2011 0 0 0 0 44,933,406.39 17 黄石东贝电器股份有限公司 2013 年年度报告 V. Important Events I Major lawsuits ,Arbitration affairs and Query form media In the reporting year, the Company had never been involved in any material lawsuit ,arbitration and Query form media. . II.Particulars of fund occupation and progress of debt repayment in the report period √Not applicable III. Matters concerning bankruptcy and reorganization In the report year, the Company was not involved in matters concerning bankruptcy or reorganization. IV.Asset transactions or enterprise merger 1. The Company's acquisition or disposal of assets or enterprise merger have been disclosed in provisional announcements and there has been no change of subsequent implementation Summary and type of matters Inquiry indexing Refer to the website of Shanghai Stock Exchange: 1. April 24, 2013, Announcement of Resolutions of the 7th meeting of the fifth board of directors of Huangshi Dongbei Electrical Appliance Co., Ltd. No.:201 3-008. 2. August 13, 2013, Announcement of Resolutions of the The proposal for the disposal of certain idle as first Provisional of the Meeting of the board of directors sets of Huangshi Dongbei Electrical Appliance Co., Ltd. No.:201 3-008. 3.August13,2013,The proposal for the disposal of certain i dle assets as well as Announcement of Related Transaction of Huangshi Dongbei Electrical Appliance Co., Ltd. No.:201 3-009. Refer to the website of Shanghai Stock Exchange: The Announcement about the change of busin ess controlling shareholder equity transfer is c October 31, 2013,The Announcement ompleted of Huangshi Dongbei Electrical App about the change of business controlling shareholder equit liance Co., Ltd. y transfer is completed of Huangshi Dongbei Electrical A ppliance Co., Ltd.No.: 2013-011. V.Implementation and its influence of equity incentive plan √Not applicable VI.Material related transactions (I) Asset acquisition and disposal related transactions 1.Matters that have been disclosed in provisional announcements and there has been no change or dev 18 黄石东贝电器股份有限公司 2013 年年度报告 elop of subsequent implementation. Summary of matters Inquiry indexing Refer to the website of Shanghai Stock Exchange: 1. December 20, 2013 , Announcement of Resolutions of the third Provisional of the Meeting of the board of directors of The Huangshi Dongbei Electrical Appliance Co., Ltd. N Proposal of the purchase of commercial housing. o.:2013-014. 2. December 20, 2013, The Proposal of the purchase of commercial housing as well as related Transactions of Huangshi Dongbei Electrical Appliance Co., Ltd.No .:2013-013. VII. Significant contracts and the status of their performance (1)The trust, contracting and renting matters √Not applicable 19 黄石东贝电器股份有限公司 2013 年年度报告 (2). Particulars of guarantee In RMB’0000 Particulars about the external guarantee of the Company(Barring the guarantee for the controlling subsidiaries) Occurre Name nce Guara of Amo date Guara Wheth Whether ntee Whether ntee guarantee whether Relations guarant warra unt of (date of the Type of er Guarantee provided Relation the exceed the anti-guarantee exist hip ee ntee guara agreem startin expirat guarantee termin delinquency demurrage or not to related target ntee ent ion ated parties g date date date signing ) Huang Huangsh shi i Dongb Dongbei ei Janua Janua Guarantee Controlli Electrica The Electr with joint ng l Company omech 1,000 ry 24, ry 24, responsibili No No No Yes sharehold Applianc anical 2013 2014 ty ers e Co., Group Ltd. Co., Ltd. Huang Huangsh shi i Dongb Dongbei ei Marc Marc Guarantee Controlli Electrica The Electr with joint ng l Company omech 1,000 h 13, h 12, responsibili No No No Yes sharehold Applianc anical 2013 2014 ty ers e Co., Group Ltd. Co., Ltd. Huangsh Huang Contral i shi subsidia April April Guarantee Dongbei Dongb The with joint ry of Electrica Company ei 1,000 26, 26, responsibili No No No Yes l Electr the 2013 2014 ty Applianc omech parent e Co., anical compan 20 黄石东贝电器股份有限公司 2013 年年度报告 Ltd. Group y Co., Ltd. Huangsh Huang control i shi subsidia Dongbei Dongb June2 Guarantee June2 ry of Electrica The ei 0, with joint l Company Refrig 1,000 0,20 responsibili No No No Yes the 201 Applianc erating 14 ty parent 3 e Co., Co., compan Ltd. Ltd. y Huangs Huan hi gshi Control Dongbe Dong subsidia i Septe Septe Guarantee The bei ry of Electric mber mber with joint Compan Refri 1,000 No No No Yes the al 4, 4, responsibi y gerati parent Applia 2013 2014 lity ng compan nce Co., y Co., Ltd. Ltd. Huangs Huan hi gshi Control Dongbe Dong subsidia i Dece Dece Guarantee The bei ry of Electric mber mber with joint Compan Refri 1,000 No No No Yes the al 3, 2, responsibi y gerati parent Applia 2013 2014 lity ng compan nce Co., y Co., Ltd. Ltd. Total amount of guarantee in the report (Barring the 6,000 guarantee for the controlling subsidiaries) Total balance of guarantee in the report(A)(Barring the 6,000 guarantee for the controlling subsidiaries) Guarantees provided by the Company to its controlled subsidiaries 21 黄石东贝电器股份有限公司 2013 年年度报告 Total amount of guarantees provided to subsidiaries in the 82,569 report period Total balance of guarantees provided to subsidiaries at the 47,707 end of the report period(B) Total amount of guarantees provided by the company (including the guarantees provided to controlled subsidiaries) Total amount of guarantee(A+B) 53,707 Proportion of the total guarantee in the net assets of the 59.85 Company(%) Of which : Guarantees provided to the shareholders, substantial 6,000 controllers and the related parties(C) Guarantees provided to objects with over70%in 53,707 liability/capital rate, directly or indirectly(D) Amount of guarantee over 50% of the net asset(E) 8,835.4 Total of the above 3*(C+D+E) 53,707 22 黄石东贝电器股份有限公司 2013 年年度报告 (3)Other Significant of contracting The Company was not involved in contracted business in this report period. VIII. Performance of commitments √Not applicable IX. Engagement or dismissal of certified public accountants' firm In RMB Whether change certified public No accountants' firm: Original appointed Now appointing Domestic certified public Daxin Certified Public Daxin Certified Public accountants engaged by the Accountants Co., Ltd.(LLP) Accountants Co., Ltd.(LLP) Company Remuneration for the domestic certified public accountants 45 45 Recompense by the Company Time for the domestic certified public accountants serves by the 13 13 company Name Recompense Name Daxin Certified Public CPAs firm for the internal control 15 Accountants Co., Ltd.(LLP) X. Penalty to the Company and its directors, supervisors and senior executives, shareholders holding over 5% of total shares, actual controller or buyer and particulars about rectification In the report period, the Company and its directors, supervisors and senior executives, shareholders holding over 5% of total shares, actual controller or buyer were not subject to investigation, administrative penalty and public reprimand by CSRC or public condemnation by stock exchange. XI.Other important events Notes. The Company had no other important events in the report period. 23 黄石东贝电器股份有限公司 2013 年年度报告 VI. Particulars about Changes in Share Capital and Shareholders I. The changes in share capital (1) The changes in share capital 1.The changes in share capital In shares’0000 Before the Increase or decrease this time (+/-) After the change change Quanti proport Share Bon Capitaliz oth Quanti proport ty ion allotme us ation of er Sub ty ion nt shar common tota es reserve l fund I. Share with conditional 12,000 51.06 12,000 51.06 subscription 1.State-owned shares 2.State-owned legal 11,760 50.04 11,760 50.04 person shares 3.Other domestic shares 240 1.02 240 1.02 Of which : Non-state owned domestic legal 240 1.02 240 1.02 person shares Domestic natural person shares 4.Foreign shareholding Of which:Foreign legal person shares Foreign natural person shares II. Shares with unconditional 11,500 48.94 11,500 48.94 subscription 1.Common shares in RMB 2.Foreign shares in 11,500 48.94 11,500 48.94 domestic market 3.Foreign shares in overseas market 4.Other III. Total of capital 23,500 100 23,500 100 shares (II)Change in conditional shares The Company has not changed in conditional shares of the Report period . II. Issue and listing of shares (1) The issue of shares in the previous three years In the latest three years, the Company issued neither new share nor derived securities. (2) Change of total shares, shareholder structure and assets and liabilities structure of the Company 24 黄石东贝电器股份有限公司 2013 年年度报告 In the report period, there was no change of total shares or shareholder structure caused by distribution of bonus shares, rights issue, etc. (3) Existing staff shares At the end of the report period, the Company did not have staff shares. III.Shareholders and actual controlling shareholder 1. Number of shareholders and shareholding In Shares Total shareholders at the end of the 5th day from the Total shareholders in the reporting period 19,583 19,347 date of disclosing the annual report Particulars about the shareholding of the top ten shareholders Increase Share Total Quantity of Quantity of Properties of or Shareholder name propor quantity of Conditional Pledged or shareholder decrease tion % shares held shares held frozen shares in the year Huangshi Dongbei State-owned Electromechanical legal 50.04 117,600,000 0 117,600,000 No Group Co., Ltd. person Domestic Unkno Sun Menglin natural 1.20 2,809,283 -51,678 未 wn person Domestic Unkno Hu Jiaying natural 0.44 1,025,136 1,025,136 未知 wn person Domestic Changzhou Zhongke Non-State-o Electric manufacture 0.34 800,000 0 800,000 No wned legal Co., Ltd. person Domestic Unkno Chen Lei natural 0.26 609,358 413,778 未知 wn person Domestic Unkno Wang Yujie natural 0.21 484,000 27,000 未知 wn person SHENYIN WANGUO Foreign Unkno NOMINEES (H.K.) 0.18 428,000 138,000 未知 Legal person wn LTD. Domestic Unkno Zhang Zhiping natural 0.18 422,500 419,500 未知 wn person CORE PACIFIC-YAMAICHI Foreign Unkno 0.18 412,000 412,000 未知 INTERNATIONAL(H Legal person wn K) LIMITED-CLIENT 25 黄石东贝电器股份有限公司 2013 年年度报告 A/C Domestic Unkno Jiang Zhongfa natural 0.17 400,000 0 未知 wn person Shareholding of top 10 shareholders of unrestricted shares Quantity of Name of the shareholder Type and Quantity of shares unrestricted shares held Foreign shares placed in domestic Sun Menglin 2,809,283 exchange Foreign shares placed in domestic Hu Jiaying 1,025,136 exchange Foreign shares placed in domestic Chen Lei 609,358 exchange Foreign shares placed in domestic Wang Yujie 484,000 exchange SHENYIN WANGUO NOMINEES (H.K.) Foreign shares placed in domestic 428,000 LTD. exchange Foreign shares placed in domestic Zhang Zhiping 422,500 exchange CORE PACIFIC-YAMAICHI Foreign shares placed in domestic INTERNATIONAL(HK) 412,000 exchange LIMITED-CLIENT A/C Foreign shares placed in domestic Jiang Zhongfa 400,000 exchange Foreign shares placed in domestic Ma Limei 320,656 exchange Foreign shares placed in domestic Qin Weiqi 311,100 exchange IV.Brief introduction of the controlling shareholder and actual controller (1) The controlling shareholder 1. Legal In RMB’0000 Huangshi Dongbei Electromechanical Group Co., Name Ltd Legal representative Yang Baichang Date of Establishment January 18,2002 Organization Code 73683763-9 Registered Capital 24,184.29 Production and sales of refrigerating compressors Main business and electrical motors of compressors, development and consultation of high-tech products. (2) Actual controller 1.Legal In RMB billion Name China Orient Asset Management Company 26 黄石东贝电器股份有限公司 2013 年年度报告 Legal representative Zhang Zhiai Registered Capital 10 Acquisition, Manage and disposal of Bad assets of Main business financial institution 2.The block diagram of the property right and control relationship between the Company and the actual controller V. Other corporate shareholders holding over 10% of total shares of the Company As of the end of the report period, the Company did not have other shareholders who held above 10% shares. VII.Particulars about Directors, Supervisors, Senior Executives and Employees 1.Change of shareholding and particulars about remuneration 27 黄石东贝电器股份有限公司 2013 年年度报告 (I) The change of shareholding of directors, supervisors and senior executives who currently hold their posts or left their posts in the report period and particulars about their remuneration In share The total amount Begin Share The total Shares Increase or of remuneration ning Expiratio s held received from the remuneration from held at decrease in the date n date of at the Reason of shareholder or other Name Position Sex Age the amount of Company in the of office year- the change related -parties in the year-e shares for the report period office term begin report period nd year (RMB’0000) term ning (RMB’0000) (Before tax) Chairman Yang May of the May 27, Baicha Male 59 28, 0 0 0 board of 2014 ng 2011 directors Zhu May May 27, Jinmi Director Male 51 28, 0 0 0 2014 ng 2011 May Fang Director May 27, Male 50 28, 0 0 0 45.35 Zeyun and GM 2014 2011 Liao May May 27, Hangan Director Male 51 28, 2014 0 0 0 g 2011 Director May Cao and May 27, Male 59 28, 0 0 0 25.13 Lijian Deputy 2014 2011 GM Ruan May May 27, Zhengy Director Male 44 28, 0 0 0 2014 a 2011 May Yu Independe May 27, Male 49 28, 0 0 0 5 Yumiao nt director 2014 2011 May Zhao Independe May 27, Male 60 28, 0 0 0 5 Dayou nt director 2014 2011 28 黄石东贝电器股份有限公司 2013 年年度报告 Lu May Independe May 27, Yanyin Female 55 28, 0 0 0 5 nt director 2014 g 2011 May Jiang May 27, Supervisor Male 46 28, 0 0 0 Min 2014 2011 Wang May May 27, Huashe Supervisor Male 35 28, 0 0 0 14.55 2014 ng 2011 May Jiang May 27, Supervisor Male 38 28, 0 0 0 14.55 Zhian 2014 2011 Deputy GM and May Lu May 27, Secretary Female 44 28, 0 0 0 23.34 Lihua 2014 to the 2011 Board May Hu DeputyG May 27, Male 42 28, 0 0 0 25.13 Bing M 2014 2011 Guo May DeputyG May 27, Shuiqu Male 62 28, 0 0 0 9.84 M 2014 an 2011 May Huang DeputyG May 27, Female 36 28, 0 0 0 24.56 Bo M 2014 2011 Total / / / / / 0 0 0 / 197.45 29 黄石东贝电器股份有限公司 2013 年年度报告 Yang Baichang: He served as board chairman and President of Huangshi Dongbei Electromechanical Co., Ltd.From 2002 to May 2010, And he served as Board Chairman of Huangshi Dongbei Electromechanical Group Co., Ltd.and board chairman of the Company since May 2010. Zhu Jinming: He has served as director and Vice president Manager of Huangshi Dongbei Electromechanical Co., Ltd.From 2002 to May 2010, and he served as Director and President of Huangshi Dongbei Electromechanical Group Co., Ltd.and Director of the Company since May 2010. Fang Zeyun: He served as Deputy General Manager of Huangshi Dongbei Electrical appliance Co., Ltd.and he served as general manager of Huangshi Dongbei Refrigeration Co., Ltd.. and now acts as director and General Manger of the Company. .Liao Hangang:He served as board secretary of the Company, He now served as Director of the Company and Assistant President of Huangshi Dongbei Electromechanical Co., Ltd. Cao Lijian:He served as Director of Technical innovation Dept , Director of Technical Development Dept , Assistant general manager of Huangshi Dongbei Electrical Appliance Co., Ltd .and now served as Director and Deputy General manager of the Company. Ruan Zhengya: He served as general manager of Changzhou Luoke Electric Co., Ltd.since 2004, He was served as director of the company since May 2008. Yu Yumiao:He served as professor and Doctor tutor of the Economic and Management faculty accounting department of Wu Han University since 2004, he was employed as independent director of the Company since May 2008. Zhao Dayou: He now serves as director of Tourism Planning, Research and Development Center of Three Gorges University, deputy director of Three Gorges Culture, Economy and Social Development Research Center of Hubei University Culture and Social Science Key Research Base, member of Yichang City Planning Commission and Yichang CPPCC, technical consultant of People's Government of Xiling District, part-time professor of Chongqing Three Gorges College and academic pacesetter of Three Gorges University for regional economy. He now served as Independent director of the Company. Lu Yanying::She served as Teacher of School of Management, Huazhong University Of Science & Technology and School of Management, Wuhan University of Hydraulic and Electrical Engineering,and now acts as professor of Economics and Management School of Wuhan University . She served as Independent Director of the Company since May 2011. Jiang Min:He served as Director of Financial Department of Huangshi Dongbei Electromechanical Group Co., Ltd., and now acts as assistant president of Huangshi Dongbei Electromechanical Group Co., Ltd,He served as Supervisor of the Company since May 2011. Wang Huasheng:He served as Manager of Manager's Office from 2004 to March 2008, He served as supervisor of the Company since June 2006.He now served as Manager of Manager’s Office of Wuhu Abaur Mechanical & Electrical Co.,Ltd Jiang Zhian: : He served as director of process workshop of Wuhu Abaur Mechanical & Electrical Co.,Ltd . He now served as director of workshop of Huangshi Dongbei Electrical Appliance Co., Ltd., He served as supervisor of the Company since May 2011. Lu Lihua : She served as Director of Financial Department of Huangshi Dongbei Electrical Appliance 30 黄石东贝电器股份有限公司 2013 年年度报告 Co., Ltd since 2005, She now served as Assistant General Manager and Secretary to the Board of the Company. Hu Bing:He served as assistant General manager of Wuhu Abaur Mechanical & Electrical Co.,Ltd And Assistant General Manager of Huangshi Dongbei Electrical Appliance Co., Ltd ,He now served Deputy general manager of the company. Guo Shuiquan:He served as department Deputy manager and Manger of Wuhan Office of China Orient Asset Management Company ,He was employed as Deputy general manager of the Company since October 25, 2006. Huang Bo:He served as director of Manager office, Manager of Purchasing Dept and Assistant General Manager of Huangshi Refrigerating Co., Ltd from 2005 to March 2008, He worked of the Company from 2005 to now, He served as director of Quality and Assistant General Manager ,He now served as Deputy general manger of the Company. II.Particulars about duty performance of directors, supervisors and senior executives who currently hold their posts or left their posts in the report period (1) Posts held at corporate shareholders Name of corporate Starting date of term of Expiry date of term of Name Position shareholder office office Yang Dongbei Group Board chairman Baichang Zhu Jinming Dongbei Group President Board secretary Liao Hangang Dongbei Group and Assistant president Jiang Min Dongbei Group Assistant president (2).Posts held at other units Name of other Starting date of term Expiry date of term of Name Position units of office office Changzhou Ruan Zhengya Luoke Electric General Manager Co., Ltd. China Orient Asset Manager of Guo Shuiquan Management Department Company .Wuhan office Accounting Wuhan professor of Yu Yumiao University economics and management Angel Yeast Co., Independent Ltd. Director Huitian Adhesive Independent Industry Co., Director Ltd. Jingshan Light Independent 31 黄石东贝电器股份有限公司 2013 年年度报告 Industry Director Machinery Co., Ltd Three Gorges Zhao Dayou Professor University Planning, Research and Development Director Center of Three Gorges University Accounting Wuhan professor of Lu Yanying University economics and management Jinglun Independent Electronic Director Wuhan XinhuaYangsh Independent eng Biology Director Co., Ltd. III. Remuneration of directors, supervisors and senior executives The decision-making procedure for remuneration The shareholders' general meeting decided the remuneration . of directors, supervisors and senior executives: The determine of According to the Dongbei B senior management compensation management remuneration of the basis practices, the formation of a resolution submitted by the Remuneration Com of directors, supervisors mittee of the Board, the final resolution was made by the shareholders' meeti and senior executives ng Total actual remuneration of all directors, supervisors Refer to the chapter I,(1) The change of shareholding of directors, supervisors and senior management in and senior executives who currently hold their posts or left their posts in the the end of the report report period and particulars about their remuneration period. IV. Change in directors, supervisors and senior executives Directors, supervisors and senior executives of the Company were in office and had on changes in reporting period. V. The structure of employees in the parent Company and the principal subsidiaries (1)Particulars of Employees The number of employees in the parent Company 2,987 The number of employees in the principal 980 subsidiaries Total 3,967 Parent Company and subsidiaries are required to 242 bear the costs of retired employees. Divided by function 32 黄石东贝电器股份有限公司 2013 年年度报告 Type Person Production personnel 3,133 Sales personnel 60 Technical personnel 401 Financial personnel 31 Administrative personnel 342 Total 3,967 Education status Type Total(Person) Junior college and above 1,230 Technical secondary shool and Senior High School 2,737 Total 3,967 (2) Remuneration policy According to business development of company status, developed a level of remuneration and benefits policies that adapted to the development stage, is committed to create a happy life for the employees. (3) Training plan Staff training is divided into two blocks: 1. pre-job training: training new employees to achieve three level training So that new employees are familiar with and agree with the corporate culture to adapt to work as soon as possible. 2.job training: to carry out a variety of training in accordance with the annual training plan Enhance staff skills and qualities to ensure that employees complete tasks. (4)Staffs’ Professional Structure Chart: (5)Staffs’ Education Background Structure Chart: 33 黄石东贝电器股份有限公司 2013 年年度报告 34 黄石东贝电器股份有限公司 2013 年年度报告 VIII. Company Administration Structure 1.Particulars about corporate governance and insider registration and management During the report period, the company has strictly fulfilled the requirements of ―Corporate Law‖, ―Securities Law‖, ―Articles of Association‖, China Securities Regulatory Commission, Shanghai Stock Exchange, the relevant laws and regulations and the regular documents, continuously improved the corporate governance structure, strengthened the information disclosure, standardized the company’s operation, and enhanced the governance level of the company. The shareholders meeting, the Board of Directors, the Supervisor Committee and the management of the company shall have clear rights and duties, and the corporate governance structure of the company has basically met the modern enterprise system and the requirements of ―Governance Rules of Listed Companies‖. To continually strengthen the relevant standard governance, the company has issued ―Annual Evaluation Report of Internal Control for Dongbei B Shares in 2012‖, ―Audit Report of Internal Control for Dongbei B Shares‖, ―Management Method of Foreign Investment for Dongbei B Shares‖ and other series of standard governance system of the company according to the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange. The company has abided by ―Registration and Filing System on Learners of Inside Information for Dongbei B Shares‖, ―Confidential System of Inside Information for Dongbei B Shares‖ and ―Registration and Management System on Learners of Inside Information for Donper B Shares‖ to conscientiously do the registration and record on learners of inside information well, and timely fill in the registration form of inside information learners. Also, the company has arranged the relevant personnel to systematically learn above documents to improve everyone’s sense of confidentiality. 2. Brief Introduction of Shareholders' General Meeting Name and Date of Description of layout of Matter Resolution Disclosure date Meeting proposals newspapers for publishing 2012 The statement Shareholders’ of Shareholder May 24, 2013 Adoption www.sse.com.cn April 26, 2013 general s' General Mee meeting ting 1.To examined the Proposal for the Work Report of the Board of Directors For 2012; 2. To examined the Proposal for the work Report of the Supervisory Committee for 2012; 3. To examined the Proposal for the annual report for 2012 and its summary; 4. To examined the Proposal for the Final Accounting Report for 2012; 5. To examined the Proposal for the Preplan for Profit Distribution for 2012; 6. To examined the Proposal for Renewing the Engagement of Certified Public Accountants and the Proposal for Internal Audit Institution; 7. To examined the Proposal Concerning the Credit Line for the Company for 2013; 8. To examined the Proposal Concerning Guarantee Provided by the Company in 2013; 9.To examined the Proposal for The information of Daily Related Transactions of 2012 and Announcement of Expected Daily related transactions in 2013; 10.Examination of the proposal of the 2012 Annual Report of the Independent Directors' Work 3. Routine work of the board of directors (1). Board meetings and resolutions Whether Attenda Name the Attendance of board meetings nce of independ the 35 黄石东贝电器股份有限公司 2013 年年度报告 ent sharehol directors ders’ general meeting Whether on the reasons Number why not The The of personall attendanc Attendan supposed Attendan meetings y attend e record ce of times of ce in attendanc Absence the through attendanc person e by (times) meeting sharehold agent e this (times) means of of the ers’ (times) year communi board of general cation director meeting for twice successiv ely. YangBai No 6 6 5 0 No 1 chang Zhu No 6 6 5 0 No 0 Jinming Fang No 6 6 5 0 No 1 Zeyun Liao No 6 6 5 0 No 1 Hangang Cao No 6 5 5 1 0 No 1 Lijian Ruan No 6 6 5 0 No 1 Zhengya Yu Yes 6 6 5 0 No 0 Yumiao Lu Yes 6 6 5 0 No 0 Yanying Zhao Yes 6 6 5 0 No 1 Dayou The number of the meetings of the board of 6 directors within the year Of which: Number of field meetings 1 Number of meetings held by means of 5 communication (2). The information of the objection made by independent directors to relevant matters of the Company In the report period,independent directors of the Company did not make objection to the proposals examined at board meetings and those not examined at board. 4. Statement of the supervisory committee on the risks faced by the Company The supervisory committee has no objection to the supervised matters in the report period. 36 黄石东贝电器股份有限公司 2013 年年度报告 5. Particulars about mechanism of appraisal of senior executives and establishment and implementation of stimulation mechanism in the report period In the report period, based on sales revenue, profits and other indicators, and completed in accordance with the actual situation, comprehensive evaluation on the company's senior management. At the same time as the establishment of an effective incentive and restraint mechanisms to mobilize senior manag ement enthusiasm for work, improve the management level of enterprises, encourage enterprises to ac hieve organizational goals and sustainable development, according to the "People's Republic of China Company Law", "Corporate Governance Guidelines "and other relevant provisions of international la ws and regulations, combined with the actual situation of the company, developed a" Huangshi Dongb ei Electrical Appliance Co., Ltd. senior management compensation management Salary Measures. " The Company conducted comprehensive appraisal of its senior executives according to indicators including sales income and profit and the actual result. In the future, the Company will unceasingly improve appraisal and stimulation mechanism according to actual situation. The Company conducted comprehensive appraisal of its senior executives according to indicators including sales income and profit and the actual result. In order to establish an effective incentive and restraint mechanism, mobilize the enthusiasm of the se nior management, improve the enterprise management level, promote the enterprise to achieve the obj ectives and sustainable development. According to "People's Republic of China Company Law", "Cor porate Governance Guidelines" and other relevant international laws and regulations, combined with t he actual situation of the company, "Huangshi Dongbei Electrical Appliance Co., Ltd. senior manage ment compensation management approach." was developed. IX. Internal Control 1. Statement on responsibilities for internal control and particulars about construction of internal control system The board of directors of the Company and all directors hereby guarantee that there are no false record, misleading statement or material omissions in this report and shall assume joint and several liability for the truthfulness, accuracy and completeness of its contents. Establishing, improving and effectively implementing internal control system is the responsibility of the board of directors of the Company. The supervisory committee shall supervise the establishment and implementation of internal control system by the board of directors. The management shall be responsible for organizing and leading the daily operation of internal control system of the Company. The Company's internal control target: To reasonably ensure the lawfulness and conformance of the Company's operation management, safety of assets, truthfulness and completeness of financial report and relevant information, improve the Company's management efficiency and effect and help the Company implement its development strategy. The Board of Directors has authorized Department of Discipline Inspection, Auditing and Supervision to be in charge of the specific implementation of evaluation of internal control. To ensure the smooth progress of the relevant work, the company has set up the leading group and working group for the evaluation of internal control, where, the leading group is composed of general manager and vice general manager in charge of Finance, who are responsible for the arrangement, improvement, communication and coordination of evaluation and the recognition and rectification decision of defects. Also, the company has established the working group for the evaluation of internal control composed of Department of Discipline Inspection, Auditing and Supervision, Securities Department and other personnel of relevant departments, who are in charge of the special implementation of 37 黄石东贝电器股份有限公司 2013 年年度报告 supervision and evaluation of internal control. The Company established a leading team and a work team for internal control evaluation. According to the principles, contents, procedures and methods of evaluation and report form specified in Management Standards of Internal Control Evaluation, the work team formulated work scheme for internal control evaluation and was responsible for organizing the implementation of internal control evaluation and evaluating main risk fields and units within the scope of evaluation. Daxin Certified Public Accountants Co., Ltd.(LLP) audited the internal control of the Company and issued Auditor's Report on Internal Control. Refer to the appendix for details of the auditor's report on internal control. 2. Statement on auditor's report on internal control The Company prepared and disclosed Report on Self-evaluation of Internal Control for 2013. Hubei Daxin Certified Public Accountants Co., Ltd. audited the internal control of the Company and issued Auditor's Report on Internal Control. The full text of the said report was published at the website of Shanghai Stock Exchange (http: / / www.sse.com.cn). Refer to the appendix for details of the auditor's report on internal control. 3. The system of ascertaining responsibilities for material errors in annual report and the status of its implementation In accordance with the relevant requirements stipulated in China Securities Regulatory Commission, the company has formulated ―Responsibility Claim System on Significant Error of Information Disclosure in Annual Report‖, and implemented the responsibility claim system for the charger of information disclosure in annual report to perfect the management of information disclosure and improve the quality and transparency of information disclosure. In the report period, the Company did not make material errors of annual report information disclosure. X. Financial Report The Company's annual financial report has been audited by Zhang Ling and Jiang Yanhong, the certified public accountants of Daxin Certified Public Accountants Co., Ltd.( LLP) and they issued standard unqualified auditor's report. I.Auditor’s Report Auditor’s Report 38 黄石东贝电器股份有限公司 2013 年年度报告 Da Xin Shen Zi (2014)No.: 2-00418 To all shareholders of Huangshi Dongbei Electrical Appliance Co., Ltd. We audited accompanying financial statements of Huangshi Dongbei Electrical Appliance Co., Ltd. (hereinafter referred to as "the Company"), including Consolidation and parent Company balance sheet on December 31, 2013, Consolidation and parent Company profit statement, Consolidation and parent Company cash flow statement for the year 2013 and Consolidation and parent Company statement of change in shareholders' equity and the notes to financial statements. I. Management’s responsibility for the financial statements Preparation of financial statements in accordance with the Accounting Standards for Business Enterprises is the responsibility of the management of the Company. Such responsibility includes: (1) Prepare the financial statements according to business enterprises regulation, so that making reasonable accounting estimate; (2) Design, implementation and maintenance of internal control related to the preparation of financial statements so that financial statements are free from ma terial misstatement caused by fraudulent practices or errors. II. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our opinion solely to you, as a body, and for no other purpose. We conducted our audit in accordance with International Standards on Auditing, Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. III. Opinion In our opinion, the financial statements of the Company have been prepared in accordance with the provisions of Accounting Standards for Business Enterprises and give a fair view, in all material aspects, of the financial position of the Company as at December 31, 2013 and its operating results and cash flow for 2013. 39 黄石东贝电器股份有限公司 2013 年年度报告 Daxin Certified Public Accountants Co., Ltd. ( LLP) Chinese C.P.A.: Zhang Ling Beijing China Chinese C.P.A.: Jiang Yanhong April 22, 2014 2.Financial Statements (Attached hereinafter) 3..Notes to Financial Statements(Attached hereinafter) XI. List of Documents Available for Inspection 1. Financial statements bearing the seal and signature of legal representative and financial controller; 2. The original of the auditor's report bearing the seal of the certified public accountants' firm and the signature of C.P.A.; 3. The original of all the Company's documents and the original manuscripts of announcements publicly disclosed on the newspapers designated by China Securities Regulatory Commission in the report period. Chairman of the board : Yang Baichang Huangshi Dongbei Electrical Appliance Co., Ltd. April 24, 2014 40 黄石东贝电器股份有限公司 2013 年年度报告 II.Financial statements Consolidated Balance Sheet December 31,2013 Prepared by: Huangshi Dongbei Electrical Appliance Co., Ltd. In RMB Items Notes Year-end balance Year-beginning balance Current asset: Monetary fund 528,112,035.59 521,359,521.85 Settlement provision Outgoing call loan Trading financial assets Bill receivable 733,301,431.98 657,525,845.38 Account receivable 999,871,333.83 943,995,814.72 Prepayments 127,409,973.54 125,900,657.97 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 10,294,402.66 12,339,013.33 Repurchasing of financial assets Inventories 528,984,793.37 472,290,956.37 Non-current asset due in 1 year Other current asset Total of current assets 2,927,973,970.97 2,733,411,809.62 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment 5,579,199.37 85,938,693.12 Property investment 3,876,879.92 4,041,924.08 Fixed assets 816,542,012.66 897,357,746.33 Construction in progress 14,031,259.01 2,704,170.88 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 75,740,680.14 76,632,250.44 R & D petrol Goodwill Long-germ expenses to be amortized 1,031,854.03 Differed income tax asset 6,899,448.19 7,899,319.35 41 黄石东贝电器股份有限公司 2013 年年度报告 Other non-current asset Total of non-current assets 923,701,333.32 1,074,574,104.20 Total of assets 3,851,675,304.29 3,807,985,913.82 Current liabilities Short-term loans 682,506,600.00 624,687,160.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable 736,273,961.21 851,268,224.15 Account payable 940,272,373.02 902,931,397.23 Advance payment 14,762,754.06 115,050,703.41 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 42,108,898.55 38,280,810.34 Tax payable 29,510,041.41 34,494,893.12 Interest payable 960,328.49 1,075,348.55 Dividend payable 10,009,121.12 10,009,121.12 Other account payable 190,061,481.50 139,515,163.73 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 122,520,360.00 Other current liability Total of current liability 2,646,465,559.36 2,839,833,181.65 Non-current liabilities: Long-term loan 121,440,000.00 1,440,000.00 Bond payable Long-term payable 20,784,033.34 20,172,708.34 Special payable 5,000,000.00 5,000,000.00 Expected liabilities Differed income tax liability Other non-current liabilities Total of non-current liabilities 147,224,033.34 26,612,708.34 Total of liability 2,793,689,592.70 2,866,445,889.99 Owners’ equity Share capital 235,000,000.00 235,000,000.00 Capital reserves 190,111,836.26 190,111,836.26 Less:Shares in stock Special reserves Surplus reserves 37,944,193.35 36,008,607.48 Common risk provision Undistributed profit 434,569,646.73 342,680,456.41 Different of foreign currency -193,065.70 translation Total of owner’s equity belong to the 897,432,610.64 803,800,900.15 parent company Minority shareholders’ equity 160,553,100.95 137,739,123.68 42 黄石东贝电器股份有限公司 2013 年年度报告 Total of owners’ equity 1,057,985,711.59 941,540,023.83 Total of liabilities and owners’ equity 3,851,675,304.29 3,807,985,913.82 Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li Balance sheet of Parent Company December 31, 2013 Prepared by: Huangshi Dongbei Electrical Appliance Co., Ltd. In RMB Items Notes Year-end balance Year-beginning balance Current asset: Monetary fund 279,658,871.30 253,364,683.15 Trading financial assets Bill receivable 258,130,401.42 345,600,983.38 Account receivable 706,933,185.41 689,028,356.67 Prepayments 187,524,627.07 215,084,693.74 Interest receivable Dividend receivable Other account receivable 8,403,825.26 9,868,968.85 Inventories 412,601,513.10 329,861,629.59 Non-current asset due in 1 year Other current asset Total of current assets 1,853,252,423.56 1,842,809,315.38 Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity 62,646,277.60 62,646,277.60 investment Property investment Fixed assets 459,862,876.50 512,501,644.76 Construction in progress 7,866,927.30 1,220,538.41 Engineering material Fixed asset disposal Production physical assets Gas & petrol 43 黄石东贝电器股份有限公司 2013 年年度报告 Intangible assets 35,456,430.70 36,592,026.31 R & D petrol Goodwill Long-germ expenses to be amortized Differed income tax asset 5,958,099.04 6,733,933.94 Other non-current asset Total of non-current assets 571,790,611.14 619,694,421.02 Total of assets 2,425,043,034.70 2,462,503,736.40 Current liabilities Short-term loans 429,229,890.00 292,478,300.00 Trade off financial liabilities Bill payable 278,227,961.21 515,882,039.69 Account payable 470,193,678.60 453,072,135.26 Advance payment 464,648,456.39 416,427,513.73 Employees’ wage payable 17,205,724.65 18,181,724.65 Tax payable 22,588,647.68 28,874,995.74 Interest payable Dividend payable Other account payable 30,550,834.86 41,589,409.75 Non-current liability due in 122,520,360.00 1 year Other current liability Total of current liability 1,712,645,193.39 1,889,026,478.82 Non-current liabilities: Long-term loan 120,000,000.00 Bond payable Long-term payable 19,737,433.34 20,172,708.34 Special payable Expected liabilities Differed income tax liability Other non-current liabilities Total of Non-current 139,737,433.34 20,172,708.34 liabilities Total of liability 1,852,382,626.73 1,909,199,187.16 Owners’ equity Share capital 235,000,000.00 235,000,000.00 Capital reserves 90,801,937.51 90,801,937.51 Less:Shares in stock Special reserves Surplus reserves 37,944,193.35 36,008,607.48 Provision of general risk Undistributed profit 208,914,277.11 191,494,004.25 Total of owners’ equity 572,660,407.97 553,304,549.24 Total of liabilities and 2,425,043,034.70 2,462,503,736.40 owners’ equity 44 黄石东贝电器股份有限公司 2013 年年度报告 Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li Consolidated Profit Statement January- December 2013 In RMB Items Notes Amount in this period Amount in last period I. Income from the key business 4,264,031,820.89 4,115,881,689.22 Incl:Business income 4,264,031,820.89 4,115,881,689.22 Interest income Insurance fee earned Fee and commission received II. Total business cost 4,156,917,715.75 4,003,893,637.86 Incl:Business cost 3,722,178,577.67 3,601,140,046.86 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 16,338,806.29 20,079,175.07 Sales expense 94,364,407.59 87,836,539.81 Administrative expense 276,766,392.41 217,671,475.97 Financial expenses 45,573,451.97 72,505,144.46 Asset impairment loss 1,696,079.82 4,661,255.69 Add:Gains from change of their value (―-‖for loss) Investment gain(―-‖for loss) 53,619,106.25 -948,147.10 Incl: investment gains from affiliates Gains from currency exchange(―-‖for loss) III. Operational profit(―-‖for loss 160,733,211.39 111,039,904.26 Add:Non-business income 17,583,256.81 17,725,652.38 Less:Non business expenses 25,178,079.66 13,435,950.06 Incl:Loss from disposal of non-current assets IV.Total profit(―-‖for loss) 153,138,388.54 115,329,606.58 Less:Income tax expenses 36,499,635.08 11,926,562.60 V. Net profit(―-‖for net loss) 116,638,753.46 103,403,043.98 Net profit attributable to the owners of 93,824,776.19 60,515,708.87 parent company 45 黄石东贝电器股份有限公司 2013 年年度报告 Minority shareholders’ equity 22,813,977.27 42,887,335.11 VI. Earnings per share: (I)Basic earnings per share 0.399 0.258 (II)Diluted earnings per share 0.399 0.258 VII. Other comprehensive income -193,065.70 VIII. Total comprehensive income 116,530,888.07 103,403,043.98 Total comprehensive income attributable to 93,631,710.49 60,515,708.87 the owner of the parent company Total comprehensive income attributable 22,813,977.27 42,887,335.11 minority shareholders Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li Profit statement of the Parent Company January-December 2013 In RMB Items Notes Amount in this period Amount in last period I. Income from the key business 3,442,662,929.72 3,063,408,638.18 Less:Business cost 3,186,542,998.43 2,794,147,941.04 Business tax and surcharge 4,378,444.73 10,459,890.73 Sales expense 46,570,311.77 48,352,128.95 Administrative expense 150,287,563.96 139,816,429.43 Financial expenses 18,992,150.64 40,217,872.87 Asset impairment loss 891,011.02 3,767,861.66 Add:Gains from change of for value (―-‖for loss) Investment gain(―-‖for loss) Incl: investment gains from affiliates II. Operational profit(―-‖for loss) 35,000,449.17 26,646,513.50 Add:Non-business income 8,205,664.89 10,766,755.26 Less:Non- business expenses 23,063,170.43 9,008,668.68 Incl:Loss from disposal of non-current assets III.Total profit(―-‖for loss) 20,142,943.63 28,404,600.08 Less:Income tax expenses 787,084.90 4,431,665.15 IV. Net profit(―-‖for net loss) 19,355,858.73 23,972,934.93 V. Earnings per share: (I)Basic earnings per share (II)Diluted earnings per share VI. Other comprehensive income 46 黄石东贝电器股份有限公司 2013 年年度报告 VII. Total comprehensive income 19,355,858.73 23,972,934.93 Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li Consolidated Cash flow statement January –December 2013 In RMB Amount in this Amount in last Items Notes period period I.Cash flows from operating activities Cash received from sales of goods or rending of 3,108,162,316.39 3,220,073,239.44 services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 70,517,904.05 62,816,791.54 Other cash received from business operation 80,104,845.18 57,010,873.94 Sub-total of cash inflow 3,258,785,065.62 3,339,900,904.92 Cash paid for purchasing of merchandise and 2,574,609,794.76 2,530,576,134.01 services Net increase of client trade and advance Net increase of savings n central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 320,588,279.25 290,071,402.54 Taxes paid 132,742,874.61 88,693,425.57 Other cash paid for business activities 178,110,675.31 107,478,863.51 Sub-total of cash outflow from business activities 3,206,051,623.93 3,016,819,825.63 Cash flow generated by business operation, net 52,733,441.69 323,081,079.29 47 黄石东贝电器股份有限公司 2013 年年度报告 II.Cash flow generated by investing Cash received from investment retrieving 64,171,600.00 Cash received as investment gains Net cash retrieved from disposal of fixed assets, 22,306,101.77 1,729,449.21 intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Net cash received from disposal of subsidiaries or 69,300,000.00 other operational units Sub-total of cash inflow due to investment 86,477,701.77 71,029,449.21 activities Cash paid for construction of fixed assets, 164,612,375.71 48,864,957.81 intangible assets and other long-term assets Cash paid as investment 32,972,200.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment 164,612,375.71 81,837,157.81 activities Net cash flow generated by investment -78,134,673.94 -10,807,708.60 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 1,807,005,294.00 1,504,776,351.60 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities 1,807,005,294.00 1,504,776,351.60 Cash to repay debts 1,751,706,214.00 1,751,840,051.60 Cash paid as dividend, profit, or interests 59,541,564.74 59,865,764.87 Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to financing 1,811,247,778.74 1,811,705,816.47 activities Net cash flow generated by financing -4,242,484.74 -306,929,464.87 IV. Influence of exchange rate alternation on cash -193,065.70 and cash equivalents V.Net increase of cash and cash equivalents -29,836,782.69 5,343,905.82 Add: balance of cash and cash equivalents at the 471,346,311.99 466,002,406.17 beginning of term VI.Balance of cash and cash equivalents at the 441,509,529.30 471,346,311.99 end of term Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li 48 黄石东贝电器股份有限公司 2013 年年度报告 Cash flow statement of the Parent Company January-December 2013 In RMB Amount in this Amount in last Items Notes period period I.Cash flows from operating activities Cash received from sales of goods or rending of 1,931,434,656.68 1,900,010,578.68 services Tax returned 63,311,839.73 56,397,462.22 Other cash received from business operation 22,539,935.22 22,253,137.56 Sub-total of cash inflow 2,017,286,431.63 1,978,661,178.46 Cash paid for purchasing of merchandise and 1,683,951,811.21 1,471,504,813.20 services Cash paid to staffs or paid for staffs 160,026,575.26 151,937,751.04 Taxes paid 17,952,370.49 19,984,705.07 Other cash paid for business activities 151,883,829.26 68,740,421.66 Sub-total of cash outflow from business activities 2,013,814,586.22 1,712,167,690.97 Cash flow generated by business operation, net 3,471,845.41 266,493,487.49 II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, 22,295,139.06 1,310,045.41 intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other cash receivable for investment activities Sub-total of cash inflow due to investment activities 22,295,139.06 1,310,045.41 Cash paid for construction of fixed assets, 119,386,737.81 21,886,390.70 intangible assets and other long-term assets Cash paid as investment 29,972,200.00 Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment 119,386,737.81 51,858,590.70 activities Net cash flow generated by investment -97,091,598.75 -50,548,545.29 III.Cash flow generated by financing Cash received from absorbing investment Cash received as loans 1,378,830,876.00 996,225,975.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities 1,378,830,876.00 996,225,975.00 Cash to repay debts 1,244,599,646.00 1,202,824,125.00 Cash paid as dividend, profit, or interests 32,641,828.34 38,321,413.09 Other cash paid for financing activities Sub-total of cash outflow due to financing activities 1,277,241,474.34 1,241,145,538.09 Net cash flow generated by financing 101,589,401.66 -244,919,563.09 49 黄石东贝电器股份有限公司 2013 年年度报告 IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash equivalents 7,969,648.32 -28,974,620.89 Add: balance of cash and cash equivalents at the 239,540,473.29 268,515,094.18 beginning of term VI.Balance of cash and cash equivalents at the end 247,510,121.61 239,540,473.29 of term Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li 50 黄石东贝电器股份有限公司 2013 年年度报告 Consolidated Statement on Change in Owners’ Equity January-December 2013 In RMB Amount in this period Owner’s equity Attributable to the Parent Company Speci Less: Comm Minor Total of Items alize Capital Share Surplus on risk Attributable shareholders owners’ Share Capital d Other reserves s in reserves provisi profit ’ equity equity reser stock on ve I.Balance at the end 190,111,836.2 342,680,456.4 137,739,123 941,540,0 235,000,000.00 36,008,607.48 of last year 6 1 .68 23.83 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the 190,111,836.2 342,680,456.4 137,739,123 941,540,0 beginning of current 235,000,000.00 36,008,607.48 6 1 .68 23.83 year III.Changed in the -193,065.7 22,813,977. 116,445,6 1,935,585.87 91,889,190.32 current year 0 27 87.76 22,813,977. 116,638,7 (I) Net profit 93,824,776.19 27 53.46 ( II ) Other -193,065.7 -193,065. misc.income 0 70 -193,065.7 22,813,977. 116,445,6 Total of (I) and (II) 93,824,776.19 0 27 87.76 (III) Investment or decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners’ equity (IV)Profit 1,935,585.87 -1,935,585.87 51 黄石东贝电器股份有限公司 2013 年年度报告 allotment 1.Providing of 1,935,585.87 -1,935,585.87 surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) (V) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the 190,111,836.2 434,569,646.7 -193,065.7 160,553,100 1,057,985 235,000,000.00 37,944,193.35 end of this term 6 3 0 .95 ,711.59 In RMB Amount in last year Owner’s equity Attributable to the Parent Company Speci Com Total Less: Minor Items alize mon of Capital Shar Surplus Attributable shareholders’ Share Capital d risk Other owners reserves es in reserves profit equity reser provi ’ equity stock ve sion 52 黄石东贝电器股份有限公司 2013 年年度报告 868,10 I.Balance at the 235,000,000.0 33,710,743.9 284,462,611.0 97,117,562.81 217,818,262.02 9,179.8 end of last year 0 9 3 5 Add: Retrospective adjustment caused by merger of entities under common control Add: Change of accounting policy Correcting of previous errors 868,10 235,000,000.0 33,710,743.9 284,462,611.0 Other 97,117,562.81 217,818,262.02 9,179.8 0 9 3 5 II.Balance at the 73,430, beginning of 92,994,273.45 2,297,863.49 58,217,845.38 -80,079,138.34 843.98 current year 103,40 \ III.Changed in 60,515,708.87 42,887,335.11 3,043.9 the current year 8 (I) Net profit 103,40 ( II ) Other 60,515,708.87 42,887,335.11 3,043.9 misc.income 8 -29,97 -122,966,473.4 Total of (I) and (II) 92,994,273.45 2,200.0 5 0 (III) Investment or -29,97 -122,966,473.4 decreasing of 92,994,273.45 2,200.0 5 capital by owners 0 1. Capital inputted by owners 2 . Amount of shares paid and accounted as owners’ equity 53 黄石东贝电器股份有限公司 2013 年年度报告 (IV)Profit 2,297,863.49 -2,297,863.49 allotment 1.Providing of 2,297,863.49 -2,297,863.49 surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other 941,54 IV. Balance at the 235,000,000.0 190,111,836.2 36,008,607.4 342,680,456.4 137,739,123.68 0,023.8 end of this term 0 6 8 1 3 Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua 54 黄石东贝电器股份有限公司 2013 年年度报告 Person-in -charge of the accounting organ:Ma Li Statement of change in owner’s Equity of the Parent Company January-December 2013 In RMB Amount in this period Less: Specia Commo Items Capital Shares lized Surplus n risk Attributable Total of owners’ Share Capital reserves in reserv reserves provisio profit equity stock es n 235,000,000.0 90,801,937.5 36,008,607.4 191,494,004.2 I.Balance at the end of last year 553,304,549.24 0 1 8 5 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of 235,000,000.0 90,801,937.5 36,008,607.4 191,494,004.2 553,304,549.24 current year 0 1 8 5 III.Changed in the current year 1,935,585.87 17,420,272.86 19,355,858.73 (I) Net profit 19,355,858.73 19,355,858.73 (II)Other misc.income Subtotal of (I) and (II) 19,355,858.73 19,355,858.73 (III) Investment or decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners’ equity 3. Other (IV)Profit allotment 1,935,585.87 -1,935,585.87 1.Providing of surplus reserves 1,935,585.87 -1,935,585.87 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 55 黄石东贝电器股份有限公司 2013 年年度报告 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the end of this 235,000,000.0 90,801,937.5 37,944,193.3 208,914,277.1 572,660,407.97 term 0 1 5 1 In RMB Amount in last year Less: Specia Commo Items Capital Shares lized Surplus n risk Attributable Total of owners’ Share Capital reserves in reserv reserves provisio profit equity stock e n I.Balance at the end of last 235,000,000.0 90,613,062.8 33,710,743.9 169,818,932.8 529,142,739.61 year 0 1 9 1 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of 235,000,000.0 90,613,062.8 33,710,743.9 169,818,932.8 529,142,739.61 current year 0 1 9 1 III.Changed in the current 188,874.70 2,297,863.49 21,675,071.44 24,161,809.63 year (I) Net profit 23,972,934.93 23,972,934.93 (II)Other misc.income Subtotal of (I) and (II) 23,972,934.93 23,972,934.93 (III) Investment or decreasing 188,874.70 188,874.70 56 黄石东贝电器股份有限公司 2013 年年度报告 of capital by owners 1. Capital inputted by owners 188,874.70 188,874.70 2.Amount of shares paid and accounted as owners’ equity 3. Other (IV)Profit allotment 2,297,863.49 -2,297,863.49 1.Providing of surplus 2,297,863.49 -2,297,863.49 reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term (VII)Other IV. Balance at the end of this 235,000,000.0 90,801,937.5 36,008,607.4 191,494,004.2 553,304,549.24 term 0 1 8 5 Legal representative :Yang Baichang Person-in-charge of the accounting work:Lu Lihua Person-in -charge of the accounting organ:Ma Li 57 黄石东贝电器股份有限公司 2012 年年度报告 Huangshi Dongbei Electrical Appliance Co., Ltd. Notes to Financial Statements (January 1, 2013-December 31, 2013) (Referring to notes to consolidated financial statements unless separately stated. Currency: RMB) I. Company Profile This Company is a joint stock company limited jointly promoted and established Huangshi Dongbei Refrigerating Machine Group Co., Ltd. (The Company is now renamed as Huangshi Dongbei Electromechanical Group Co., Ltd.), Changzhou Luoke Refrigerating Electrical Co., Ltd. (The Company is now renamed as Changzhou Zhongke Electrical Manufacturing Co., Ltd..), Changshu Bixi Radio Factory.( The Company is now renamed as Changshu Tianyin Electromechanical Co., Ltd.), Zhuji Electrical Machinery.( The Company is now renamed as Zhejiang Lisheng Electromechanical Manufacturing Co., Ltd.), Shaoxing Pressing Factory(The Company is now renamed as Shaoxing Xingbei Pressing Co., Ltd.),Wuhan Xinhua Hardware Factory (The Company is now renamed as Wuhan Xinhua Pressing Co., Ltd.), which was registered at Industrial and Commercial Administration of Hubei Province on March 10, 1999. On May 28, 1999, the Company was approved by China Securities Regulatory Commission to issue 100,000,000 domestically listed foreign investment shares (B shares). B shares were listed and traded at Shanghai Stock Exchange on July 15, 1999. Over-allotment option for 15,000,000 shares was fully exercised before August 13, 1999. After the completion of the issuance of B shares, the registered capital of the Company was RMB 235,000,000.00, which was divided into 235,000,000.00 shares with par value of RMB 1 per share. 117,600,000 shares are state-owned shares, which are held by Dongbei Refrigerating Machine Group Co. according to the entrustment by Huangshi State-owned Asset Administration. The other five promoters hold 2,400,000 shares. 115,000,000 shares are negotiable B shares. The Company obtained WJMZSZ (1999) No. 0098 approval certificate on October 21, 1999 and obtained QGEZZ No. 002678 business license on November 2, 1999, becoming a sign-foreign joint venture company limited. On September 10, 2002, Huangshi Dongbei Refrigerating Machine Group Co., Ltd. (now renamed as Huangshi Dongbei Refrigerating Machine Industrial Co.), the original controlling shareholder of the Company, established Huangshi Dongbei Electromechanical Group Co., Ltd. (hereinafter referred to as "Dongbei Electromechanical Group") with three asset management companies, i.e., Oriental, Huarong and Xinda with main operating assets (including 50.04% equity of the Company held by it) according to the Agreement for Conversion of Creditor's Rights into Shares and the approval document issued by State Economic and Trading Commission to approve the conversion of creditor's rights into shares by Huangshi Dongbei Refrigerating Machine Group Co., Ltd. After Huangshi Dongbei Electromechanical Group Co., Ltd. was founded, the controlling shareholder of the company Refrigerating Machine Group Company was transferred to Huangshi Dongbei Electromechanical Group Co., Ltd. Because the nature of the 117.6 million shares of equity held by Refrigerating Machine Group Company was state shares, the equity transfer must be appoved by the Ministry of Finance. Huangshi Dongbei Cooler Group Company agreed to commission Huanshi Dongbei Electromechanical Group Co., Ltd. to manage the 117.6 million shares of state equity. On March 28, 2005, under GuoZiChanQuan [2005] No.197 Reply to Issues Related to Change of Stated-Owned Holder for Huangshi Dongbei Electrical Appliance Co., Ltd, State Council agreed to change the 117,600,000 state-owned shares of Huangshi Dongbei Electrical Appliance Co, Ltd held by Huangshi Dongbei Refrigerating Machinery Industry Corp. (the name of former Huangshi Dongbei Refrigerating Group Corp. was changed as Huangshi Dongbei Refrigerating Machinery Industry Corp.) to be held by Huangshi Dongbei Electromachinery(Group) Co., Ltd., with the - 58 - 黄石东贝电器股份有限公司 2012 年年度报告 changed nature of equity as state-owned legal-representative share. Registered Address: No.6, Jinshan East Road, Economic & Technology Development Zone, Huangshi City, Hubei Province. Business licence registration number: 420000400004635 Registered Capital : RMB 235,000,000.00 Legal Representative:Yang Baichang Business scope: Production and sales of refrigerating compressors and electrical motors of compressors, development, production and consultation of high-tech products. II.Significant accounting policies, accounting estimates and early errors 1. Basis for the preparation of financial statements The preparation of financial statements of the company based on continuous operation.Base on actual transactions and events occurring, according to the ministry of finance issued ―Accounting Standards for Enterprises - Basic Standards‖ on 15th February 2006 and 38 items of specific accounting standards, application guidelines of accounting standards which was promulgated after, accounting standards interpretation and other requirements (hereafter named ―Enterprise Accounting Standard‖), based on the significant accounting policies described below, and will have the preparation to the accounting estimation. 2.Statement for complying with the accourting standard The financial statements prepared by the Company comply with the requirements of corporate accounting standards. They truly and completely reflect the financial situations in December 31, 2013, operating results, equity changes and cash flow, and other relevant information of the company in 2013. 3.Accounting Period: Fiscal year: The fiscal year of the Company starts on January 1 and ends on December 31 on the Gregorian calendar. 4.Standard currency for bookkeeping: If the account standard money is the other currency in addition to RMB 5.The accounting solution of business combinations under the same and different control (1)Corporate merger under same control For the corporate merger under same control, the method of equity should be adopted to do accounting treatment. Except for the adjustments due to different accounting policies, the assets and liabilities of the party being merged should be measured according to the original book value and goodwill will not form. The difference between the book value of the merging price and the book value of net assets obtained from merger should be adjusted in capital surplus. If the capital surplus is not enough to be deducted, the retained income should be adjusted.The direct related occurring costs of the conduct of business merger reckon in profit or loss. (2)Corporate merger under different controls With the merger under the different control, the merger cost is the assets to pay, liabilities incurred or taken and the fair value of the issued equity securities which a buyer gains the control from the acquiree on the purchase date. The combination cost is the sum of each single transaction cost for the enterprise combination achieved by multiple transactions step by step. All the relevant direct expense paid by the purchaser for the conduct of business combination should be accounted into current profit and loss. In case of any future events defined in merger contract whose predictable occurrence could influence the merger cost and the related amount could be reliably calculated at merger date, such amount should also be included in merger cost. The acquiree acquired during the business merger not under same control met the conditions of confirmation can be identified as assets, loans and contingent liabilities, which are measured with the fair value at the date of purchase. The balance of the identifiable net assets’ fair value, which is the merger cost from the buyer that is more than the acquiree confirmed, regarded as goodwill. - 59 - 黄石东贝电器股份有限公司 2012 年年度报告 Contrarily, less than the acquiree confirmed, after reviewing the merger cost still less than the acquiree confirmed in the balance of the identifiable net assets’ fair value, reckoned in the profit and loss. 6. The method of drawing up the Consolidation financial statements The company has real control to the subsidiary and special purpose entity which are included in the scope of Consolidation financial statements. The combining financial statements are in accordance with the ―No. 33 Accounting Standards for Enterprises –Consolidation Financial Statements‖ and the related requirements for drawing up, offsetting the context of all major transactions and exchanges when is in merger. The subsidiary equity not belong the part of parent company, but is as minority interests presented separately in the Consolidation financial statements. Subsidiaries and the company adopted accounting policies or be inconsistent in the accounting period, in preparing Consolidation financial statements, in accordance with the company accounting policies or has the necessary adjustments to financial statements of the subsidiary during the accounting period. The business merger acquired subsidiaries under the different control, in preparing Consolidation financial statements, based on the fair value of identifiable net assets on the purchase date to adjust their individual financial statements; be under the same control, subsidiary acquired by the enterprise merger, will be regard as the enterprise merger at the beginning of the current period when the combination has already occurred, the current period from the beginning of the merger, its assets, liabilities, operating results and cash flows would include in the Consolidation financial statements. 7. The determination standard in cash and cash equivalents The cash has been confirmed when the company drew up the cash flow sheet, it referred to the cash can be used to pay the deposit at any time The cash listed in the cash flow statement refers to the cash in store and the cash can be obtained at any time. Cash equivalent means the holding period of the company is short, strong liquidity and low risk of value fluctuation . 8.The foreign currency business and the translation of foreign currency financial statement (1)The foreign currency translation services The company with the foreign occurring currency transactions, which used the standard money by the spot exchange rate on the transaction date to enter an item in an account. The balance sheet date, For monetary items of foreign currency, the spot exchange rate at the date of balance sheet shall be used in conversion. The exchange balance due to the difference between the spot exchange rate at the date of balance sheet and the spot exchange rate at initial confirmation or at the date of previous balance sheet shall be attributed to the profit and loss of current period, except the exchange balance due to the special loans of foreign currency meeting the conditions of capitalization shall be attributed to the cost of related assets based on capitalization during the capitalization. For the non-monetary items of foreign currency measured with historical cost, still the spot exchange rate at the date of transaction shall be used, and the amount of recording currency shall not be changed. For the non-monetary items of foreign currency measured with fair value, the spot exchange rate at the date of the fair value confirmation shall be used in conversion, the difference between the amount of recording currency after conversion and that of initial recording currency is - 60 - 黄石东贝电器股份有限公司 2012 年年度报告 made as the change of fair value, which shall be attributed to the profit and loss of current period or confirmed as other composite income and attributed to capital reserves. (2)The foreign currency financial statements The company with the subsidiaries, joint ventures and integrated enterprises and so on, will use the different functional currency account after the conversion by the foreign currency financial statements, and will have an accounting practice and an editing to the combined financial statements. The assets in the balance sheet and liabilities items, by using the spot exchange rate on the balance sheet date, all equity projects except the item of ―Undistributed Profits‖, other items were calculated by the spot exchange rate. With the income and expense items, it was determined by a systematic and rational approach, and calculated by the approximate exchange rate of the spot exchange rate to convert on the transaction date. The converting differences generated by the foreign currency financial statements, and all equity items in the balance sheet are listed separately. The foreign currency cash flows are determined in accordance with systematical and reasonable way, and calculated by the spot exchange rate on the approximate exchange rate. The impact of the changing exchange rate to the cash amount, is shown separately in the cash flow statement In disposal of overseas operation, the conversion difference of the foreign currency statements related the overseas operation shall be transferred into the profit and loss of current period in whole or as per the ratio in disposal of the overseas operation. 9.Financial instruments (1)The classification of financial instruments, recognition and measurement The financial instruments classified as financial assets or financial liabilities The financial assets at the initial recognition are classified as: by measuring at the fair value and its alternation are reckoned into the financial assets of the profit or loss (included trading financial assets and the fair value and its alternation are designated into the financial assets of the profit or loss), the held-to-maturity investment, receivables, and available-for-sale financial assets. Except the receivables beyond the financial assets classification, which depend on the company and their subsidiaries have the intention and ability to hold on. The financial liabilities at the initial recognition are classified as: by measuring at the fair value and its alternation are reckoned into the financial liabilities of the profit or loss (included trading financial liabilities and the fair value and its alternation are designated into the financial liabilities of the profit or loss) and other financial liabilities. The company became a party in the financial instrument contract; it was recognized as the financial asset or the financial liability. The financial assets or financial liabilities are initially recognized as the fair value of the company. The subsequent measurement shall be disposed by classification: the financial assets measured with fair value and having its change attributed to the profit and loss of current period, the salable financial assets and the financial liabilities measured with fair value and having its change attributed to the profit and loss of current period, shall be measured with the fair value; the financial guarantee contracts and the loan commitment with the loan below the interest rate in the market shall be measured again according to the following amounts, whichever is bigger: one is in accordance with the ―Accounting Standards for Enterprises No. 13 – Contingent Events‖ after the initial confirmation, another is the balance of the initially recognized amount less the accumulative amortization amount which is recognized in accordance with the principle of the ―Accounting Standards for Enterprises - 61 - 黄石东贝电器股份有限公司 2012 年年度报告 No. 14 – Revenue‖; held-to-maturity investments, loan and receivables and other financial liabilities shall be measured as per amortized cost. The financial assets or financial liabilities are measured in the follow-up changes in the fair value gains or losses, except the hedging, are processed in accordance with the following: 1. By measuring at fair value through alteration to calculate the profit or loss of its financial assets or the fair value gains or losses from the alteration in the financial liabilities, they will go into the profits or losses of fair value; the interest or cash dividends acquired in the holding assets period, are recognized as investment income; when it is in the disposition, the received actual amount and the balance in the amount initially recorded, are identified as the investment income, simultaneously adjusted the profit and loss from the fair value alteration. 2. The fair value alteration of available-for-sale financial assets is included in capital surplus, the interest calculated by the effective method in the holding period, and is reckoned in the investment income; when it is in the disposition, the actual amount received and the balance from the book value by deducting the fair value alternation which directly included in capital surplus, then are recognized as the investment income. (2)The confirmation of the transferring in financial assets and measurement The company confirmed the transferring of financial assets based on: when the ownership of financial assets is transferring almost all of the risks and rewards, neither transferring nor retaining them, but give up the control of financial assets, and should terminate and recognize it as financial capital . The measurement in the transferring of financial assets: the financial assets satisfied the termination conditions, it should be transferred by measuring; it meant the transferring of the book value in financial assets and consideration received from the transferring, and the balance in the changing amount of fair value which directly included in capital surplus, then reckoned in the profit and loss. The financial assets in transferring meets the termination and confirmation conditions, it will be transferred the book value of the total financial assets between the part of termination and recognition and the part not be terminated and confirmed, according to their relative fair value to apportion, and put the book value of the confirmation and termination and the received recognition and the balance in the changing amount of fair value which directly included in capital surplus, then reckoned in the profit and loss. (3)The termination and confirmation conditions of financial liabilities The financial liabilities termination and confirmation conditions: when the existing obligations of the financial liabilities have been fully or partly lifted, it should be terminated and confirmed the financial liabilities or a part of it. (4)The financial assets and financial liabilities are recognized at fair value method The fair value recognition method in the financial assets and financial liabilities: if there is an active market for financial instruments, the quote from the active market to determine the fair value; if not, adopting valuation techniques to determine the fair value. The valuation techniques include the prices in recent market which referring to be familiar with the situation and voluntary parties to the recent transaction, also include the current fair value of other same financial assets, and the cash flow. When using a valuation technique, maximum the priority to use the market parameters, reduce the use in its related parameters of the company and - 62 - 黄石东贝电器股份有限公司 2012 年年度报告 certain subsidiaries. (5)The impairment of financial assets The company will have the assets devaluating check to the book value on the balance date, and measure at fair value through profit or loss. When the objective evidence showed the financial assets devaluating, it should have the test on it, and have a preparation to the provision for asset losses in accordance with the result. For the financial assets with significant individual amount, a depreciation test shall be conducted separately; for the financial assets with insignificant individual amount, the company shall make separately for depreciation test, or the similar feature of credit risks included in the portfolio of financial assets for loss test. Separate tests without depreciation of financial assets (including the amount of major and non-major individual financial assets), shall be included in a similar credit risk characteristics of financial assets in the portfolio to pay test again. The depreciation loss of financial assets which has been confirmed individually shall not be included in a similar credit risk feature of a portfolio of financial assets for depreciation test. If the held-to-maturity investments, liabilities and receivables are depreciated, the company shall write down the book value to the estimated current value of future cash flow, and the reduced amount shall be made as depreciation loss, which shall be attributed to the profit and loss of current period. When the salable financial asset is depreciated, the aggregate losses due to decrease of fair value, originally attributed to the capital reserves, shall be transferred out and attributed to the profit and loss of current period; the transferred cumulative losses is the balance of the initially attained financial asset costs deducted the reclaimable principal and amortization amount, the current fair value and the loss from depreciation initially attributed to profit and loss. The objective evidences that the Company uses to determine the impairment are as follows:: ①Significant financial difficulty of the issuer or obligor; ②A breach of contract, such as a default or delinquency in interest or principal payments; ③The lender, for economic or legal reasons relating to the borrower's financial difficulty, grants to the borrower a concession that the lender would not otherwise consider; ④It becomes probable that the borrower will enter bankruptcy or other financial re-organization; ⑤The disappearance of an active market for that financial asset because of financial difficulties; ⑥observable data indicates that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including: (i) Adverse changes in the payment status of borrowers in the group or (ii) an increase in the unemployment rate in the geographical area of the borrowers, a decrease in property prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the borrowers. ⑦Significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the borrower operates, and indicates that the cost of the - 63 - 黄石东贝电器股份有限公司 2012 年年度报告 investment in the equity instrument may not be recovered; ⑧A significant or non-temporary decrease in fair value of equity investment instruments; The criteria made by the company for the fair value of equity instrument investment available for sale suffering serious drop is that: if there is significant decline in the fair value of individual financial assets available for sale and beyond the holding cost of 50%. Thus, the depreciation provision is required and the depreciation loss is confirmed for the serious depreciation that is recognized for the financial assets available for sale. The criteria made by the company for the fair value of equity instrument investment available for sale suffering non-temporary drop is that: if there is significant decline in the fair value of individual financial assets available for sale, the drop is expected to belong to the non-temporary one with over one year of duration, and no fundamental change is in whole duration, the depreciation provision is required and the depreciation loss is confirmed for the non-temporary depreciation that recognized for the financial assets available for sale. ⑨Other objective evidences for the depreciation of financial assets. (6)The reclassification of financial assets The held-to-maturity investment is postdated and has been reclassified as available-for-sale financial assets for the main judging: 1)There is no available financial resource which has the sustainable support to the financial assets, and let its investments hold to maturity. 2)The management has no intention to hold to maturity 3) Be restricted by laws and administrative regulations or other reasons, the financial assets difficult in hold to maturity 4)Other indicates the company does not have ability to hold to maturity The held-to-maturity investment is important and postdated have reclassified as available-for-sale financial assets which are require approval by the directorate’s decision. 10.Account receivables The receivables of the company mainly include accounts receivable, long-term receivables and other receivables. If there is an objective evidence in the date of balance sheet of assets and liabilities indicating such financial assets depreciated, the company shall confirm the depreciation losses according to the difference between the book value and the estimated current value of future cash flow. 1.Account receivable belong t individual significance and individually assessed for impairment - 64 - 黄石东贝电器股份有限公司 2012 年年度报告 Judgment criteria or The receivable with single amount exceeding RMB 5million (including RMB5 million) amount standard of shall be confirmed as the receivable with significant single amount. The receivable with material specific amount single amount exceeding RMB3 million (including RMB3 million) shall be confirmed or amount criterial as the receivable with significant single amount. Provision method with The depreciation loss test is conducted separately, and if an objective evidence indicates material specific amount depreciation of the receivable, the company shall confirm the depreciation losses and appropriate the depreciation provisions according to the difference by which the current and provision of specific value of future cash flow is lower than its book value. bad debt preparation 2.Appropriation of receivables of provisions for doubtful accounts by groups Determining the basis The receivables with significant single amount but not depreciated after separate testing, and of groups the receivables with non-significant single amount but not depreciated after separate testing. Appropriation method for provisions for Appropriate provisions for doubtful accounts according to aging analysis method doubtful accounts by groups Appropriate provisions for doubtful accounts according to aging analysis method in a group, as follows: Appropriation Ratio of Appropriation Ration of Other Account Age Receivables (%) Receivables (%) Within 1 year(including 1 year) 2 2 1-2 years 5 5 2-3years 30 30 3-4 years 60 60 Over 4 years 100 100 3.Account receivable with non-material specific amount but specific bad debt preparation Reason for bad debt provision Difficultly recoverable receivables estimated The depreciation loss test is conducted separately, and if an objective evidence Method of appropriation of indicates depreciation of the receivable, the company shall confirm the depreciation losses and appropriate the depreciation provisions according to the difference by bad debt provision which the current value of future cash flow is lower than its book value. 11.Inventories (1)Category of inventories Inventories refers to finished goods or merchandise the company holds for sale during its daily operation, work in process, materials consumed during the process of production or services etc. It mainly include raw materials, materials for cyclic use, materials for consigned processing, packaging materials, low-value consumables, work in process, self-made unfinished goods, finished goods (merchandise inventories) etc. (2)Accounting for outgoing inventories Raw materials are accounted for at planned cost, which can be adjusted to be actual cost by reference to the difference between the monthly actual cost carryforward of materials and the planned cost; work in process and merchandise inventory are accounted for at actual cost while outgoing merchandise inventory are accounted for by use of the weighted average method. (3)Basis for determining net realizable value of inventory and method of appropriating provisions for inventories write-down 65 黄石东贝电器股份有限公司 2012 年年度报告 In the date of balance sheet of assets and liabilities, the provision for depreciation of inventories shall be valuated and appropriated as per the lower between the cost and net realizable value of individual inventory; but for the inventories big quantity and varieties and lower unit price, appropriated as per the type of the inventory. The basis for deciding net realizable value: ① the net realizable value of the finished goods is the balance of estimated selling price reducing by the related tax; ② for the material held for production, if the net realizable value of the finished goods produced by such material is higher than cost, the material shall still be measured as per cost; if the dropping of the price of material indicates the net realizable value of finished goods is below cost, the net realizable value shall be decided by the balance of estimated selling price reducing by the estimated cost, estimated selling expenses and related tax. ③ there is any material to be sold, the net realizable value is the price selling in the market. (4)Inventories system The company implements the perpetual inventories system. (5) Amortization of low cost and short lived articles and packing Packaging materials, low-value consumables and other materials for cyclic use are amortized by use of the one-off amortization method. 12.Long-term equity investments 1.Determining initial investment cost (1)The initial investment cost of a long-term equity investment acquired through business combination under common control is determined at the book value of the acquired equity while in the case of business combination not under common control the combination costs is taken as the initial investment cost; (2)The initial investment cost of a long-term equity investment acquired by cash is the paid purchasing price; (3)For long-term equity investments acquired by issuing equity securities, the initial investment cost is the fair value of the issued equity securities; (4)The initial investment cost of long-term equity investments contributed by investors is the value set by the relevant contract or agreement; (5)For investments acquired through exchange of non-monetary assets or debt restructuring, the initial investment cost is determined in accordance with relevant rules and regulations. 2.Subsequent measurement and recognition of profit and loss Long-term equity investments are subsequently measured by use of equity method or cost method. For long-term equity investments accounted for by equity method, the company recognizes the investment income according to its entitlement to the net realized profit or loss of the invested business and adjusts the investments. It calculates its share when it is announced to distribute profits or cash dividends, and reduces the book value of the long-term equity investments accordingly. By cost method the book value of long-term equity investments remain unchanged except for additional commitments or withdrawal of investments. The company recognizes the investment income by calculating its share of the announced distributable profits or cash dividends. The company uses the equity method to account for the long-term equity investments that are under common control or over which the company has significant influence while using the cost method for the others. 3.Basis for determining common control or significant influence over invested business ①The basis for determining common control over an invested business is that there must be the two or more co-operating parties jointly making decisions on the financial and operating policies of the invested business according to the contract or agreement between or among them. ②When the company owns over 20% up to 50% of the voting capital of an invested business, its influence over the invested business is significant. Or if the ownership is less 20% but one of the following conditions is satisfied, the company still has significant influence: ①. There are representative(s) appointed in the board of directors or similar power organizations; ②. It is involved in the policy formulation of the invested business ③. There are managerial staff being sent to the invested business ④. It is dependent on the technologies or technical documents of the invested business ⑤. There are other conditions proved the company has significant influence over the invested business. 4.Impairment testing method and appropriation of impairment provisions As of the balance sheet date, the company should review whether there are signs indicating impairment of long-term 66 黄石东贝电器股份有限公司 2012 年年度报告 equity investments. If such impairing signs do exist, an impairment test should be conducted to recognize the recoverable amount and impairment provisions should be set aside according to the book value or the recoverable amount, whichever is lower. Subsequent reversal of an impairment loss is prohibited once it is appropriated. The impairment testing method: a test should be conducted to measure the recoverable amount of the long-term equity investments indicated of impairment. The recoverable amount is the higher of the net fair value for sale of a long-term equity investment and the present value of estimated prospective cash flows. The net fair value for sale of a long-term equity investment is, if there is a price set by an agreement of fair transaction, the agreement price less relevant taxes while if there is no such an agreement of fair transaction but active markets of similar assets exist, its net fair value is the market price less relevant taxes. Or if it is impossible to reliably estimate the net fair value for sale, the recoverable amount of such a long-term equity investment is its estimated prospective cash flows during the held period and by the time of final disposal. 13.Investing real estate (1)Types and measurement model of investing real estate There are several types of the company’s investing real estate: land use rights for lease, buildings for lease and land use rights held for transfer after value being added. The investing real estate of the company is measured at cost initially and then by use of the cost model subsequently. (2)Accounting by use of cost model The lease-out buildings among the investing real estate of the company is depreciated by use of the life averaging method. The detailed accounting policy is the same as that for fixed assets. The land use rights and those held for transfer after value being added are amortized by use of the straight-line method. The accounting policy is the same as that for intangible assets. Depreciation period follows: Residual value rate Annual depreciation rate Classification Lifetime(years) (%) (%) House and Building 40 5 2.375 The investing real estate of the company is measured at cost initially and then by use of the cost model subsequently. As of the balance sheet date,The company checks the investment real estate if there exits the evidence of depreciation occurring possibly; if there is evidence indicating the depreciation, the company shall conduct the depreciation test to confirm the reclaimable amount, and the provision for depreciation shall be appropriated as per the lower between the book value and the recoverable amount, also the loss from depreciation, once being appropriated, not be returned in the accounting periods afterwards. 14.Fixed assets (1)Recognition conditions of fixed assets Fixed assets refer to as the tangible assets possessed for producing goods, providing labor, lease or management with more than one fiscal year of service life. Fixed assets are recognized when satisfying the following conditions: (1)The economic benefits related to such fixed assets can flow into the enterprise; (2)The cost of such fixed assets can be measured reliably. (2)Category and depreciation method of fixed assets 67 黄石东贝电器股份有限公司 2012 年年度报告 The fixed assets of the company are divided into property, plant and equipment, electronic devices, vehicles etc, which are depreciated by use of the life averaging method. According to the nature and use of different types of the fixed assets, the company determines their useful life and estimated residual value. It reviews the useful life, residual value and depreciation methods at the end of each year and makes adjustments accordingly if there are differences from original estimated figures. Except for the fixed assets that have been terminated for depreciation but remained in use and the lands that are separately priced and accounted for, the company appropriates depreciation for all fixed assets. Residual value rate Annual depreciation rate Classification Lifetime(years) (%) (%) Houses and buildings 10-20 5 9.5-4.75 Machinery equipments 5-10 5 19-9.5 Transportation equipments 4-8 5 23.75-11.88 Other equipments 3-5 5 31.67-19.00 (3)Impairment testing method and provision appropriation method of fixed assets As of the balance sheet date, the company reviews whether there are signs indicating impairment of fixed assets. When such signs do exist, impairment tests should be conducted to recognize the recoverable amount of fixed assets, and impairment provisions are set aside by reference to the lower of the book value and the recoverable amount. Once an impairment loss is appropriated, it is prohibited for reversal in subsequent accounting periods. The reclaimable amount of the fixed assets shall be decided based on the higher between the net amount of the fair value of the assets deducted by the disposal expense and the current value of the assets in future cash flow. The net amount of the fair value of the fixed assets deducted by the disposal expense, shall be decided based on the price in sales agreement deducted by the disposal expense directly attributed to the assets if there is the price in sales agreement for fair transaction. If there is no sales agreement for fair transaction but active market for the assets or transaction price of similar assets of same industry, the company shall make the market price reduced by disposal expense to decide the amount. (4)Determining basis and valuation method for a fixed asset under a financing lease The basis for determining a fixed asset under a financing lease is that all the risks and rewards related to the ownership of the fixed asset have been transferred substantively in the lease. Specifically, it must satisfy one or more of the following conditions: ① By expiration of the lease, the ownership of the asset under the lease has been transferred to the lessee; ② the lessee has the option to purchase the asset under the lease and the purchasing price set is far lower than the asset’s fair value at the time the option being exercised, which is why it needs to be reasonably sure that the lessee would exercise such an option from the very commencement date of the lease; ③ even if the ownership of the asset is not transferred, the lease term covers most of the asset’ useful life; ④ the present value of the minimum payment the lessee makes on the lease commencement date is almost equal to the asset’s fair value of the lease commencement date; ⑤ the asset under the lease is so special that only the lessee can use it without large renovation being carried out. A fixed asset under a financing lease is valued initially at the asset’s fair value or the present value of the minimum lease payment as of the lease commencement date, whichever is lower. It is also the book entry value of the asset. For subsequent valuation of a fixed asset under a financing lease, depreciation and impairment provisions are appropriated in accordance with the depreciation policy the same as that for self-owned fixed assets. 15.Construction in progress (1)Category of construction in progress There are two categories of construction in progress in the company: self-operated construction and subcontracted-out construction. (2)Criteria and timing for conversion of construction in progress into fixed assets The company converts its construction in progress into fixed assets when the construction is competed for the intended use. To be eligible for the intended use, the construction in progress must satisfy one of the following conditions: 68 黄石东贝电器股份有限公司 2012 年年度报告 ①. The physical construction (including installation) of the fixed asset has been completed or completed substantially; ②. Trial production or operation has been run and proved that the asset can normally operate or steadily produce qualified products, or the trial operation results show that the asset can normally work or be open for business; ③. Expenses on the constructed fixed asset seldom or almost no longer arise; ④. The purchased or constructed fixed asset has met or substantially matched the design or contract requirements. (3)Impairment testing method and provision appropriation for construction in progress On the balance sheet date the company reviews whether there are signs indicating impairment of its construction in progress. If such signs do exist, it runs an impairment test to recognize the recoverable amount of fixed assets and set aside impairment provisions by reference to the book value or the recoverable amount, whichever is lower. Reversal of an impairment loss is prohibited in subsequent accounting periods once it is appropriated. The construction in progress indicated of impairment should be tested to find out the recoverable amount. The recoverable amount of construction in progress is determined by the asset’s fair value after deduction of its disposing expenses or its estimated prospective cash flows, whichever is lower. 16.Borrowing costs (1)Recognition criteria for borrowing costs capitalization The borrowing costs of the company, which can be directly attributed to acquisition, construction or production of capitalization eligible assets, are capitalized and counted in the cost of the relevant asset while other borrowing costs are recognized as expenses when incurred and counted in the profit and loss of a current accounting period. Capitalization eligible assets refer to fixed assets, investing real estate, inventory etc., which need to attain the intended use or sale through acquisition, construction or production activities over a long period. (2)Calculation of capitalized amount A capitalization period refers to the period from the commencement to the termination of the capitalization of borrowing costs, which excludes the suspension period of the borrowing costs capitalization. A capitalization suspension period means that the acquisition, construction or production is abnormally interrupted for consecutive three months so the capitalization of the borrowing costs should be suspended. Calculation of a capitalized amount: ① for a special borrowing, it is determined at the interest expenses of the special borrowing arising in a current period less the interest income from the credit line balance being deposited in a bank or the income from temporary investment of the balance; ② for the assets using general borrowings, the capitalized amount is determined by the weighted average excess of the assets’ accumulated expenses over their special borrowings multiplying the capitalization rate of the used general borrowings while the capitalization rate is determined by calculating the weighted average interest rate of general borrowings; ③ for a borrowing at a discount or premium, the actual interest rate method is used to determine amortization for each accounting period and adjust interest amount of each period. The actual interest rate method is a method of calculating unextinguished discounts or premiums or interest expenses at the actual interest rate. The actual interest rate is the rate used to derive the present book value of the borrowing from discounting of the prospective cash flows arising throughout the expected duration of the borrowing. 17. .Intangible assets (1)Measurement of intangible assets The company measures its intangible assets initially at cost. A purchased intangible asset has the actual paid price and relevant expenses as its actual cost. For the intangible assets contributed by the investors, the actual cost is the value set by the investment contract or agreement but if the contract or agreement value is not fair, the actual cost is determined at fair value. The cost of the intangible assets developed in house is the total expenses incurred to attain the intended use. Subsequent measurements are performed on intangible assets in the following ways: ① for an intangible asset with a finite useful life, the company adopts the straight-line method for its amortization, and the useful life and the amortization method are reviewed at the end of each fiscal year and will be adjusted accordingly if they are different from the original estimates. ② Intangible assets with an indefinite useful life are not amortized but a review will be conducted so if there are concrete evidences indicating that the useful life is finite, such assets will have an estimated useful life and be amortized by use of the straight-line method. 69 黄石东贝电器股份有限公司 2012 年年度报告 (2)Estimation of a finite useful life of intangible assets For the intangible assets with limited service life, the company generally considers the following factors when estimating the service life: ① the general life cycle of the products produced by use of the asset and the available information of the service life of similar assets; ② the estimation of current situation of stage such as technology, craft, and future development trend; ③ the market demands for the products or the services produced or offered by the asset; ④ an anticipative action taken by current or potential competitors; ⑤ the anticipative maintenance expenditure that is in order to maintain the capacity of economic benefits produced by the asset, and the ability to pay for the related expenses expected by the company; ⑥ the relevant regulations of laws or similar constraints in the period of the asset control, such as the special privilege of use period and the lease term, etc.; ⑦ the associations with the service life of other assets held by the company. (3)Recognition of an indefinite useful life The company is unable to foresee the period that an intangible asset can bring the company economic benefits, or the useful life of the asset is uncertain. Such an asset can be recognized as an intangible asset with an indefinite useful life. Recognition of an indefinite useful life is based on: ① contractual rights or other legal rights but there are no contractual or legal provisions limiting the service life; ② the fact that it is impossible to determine the economic life of the intangible asset even when the conditions of the same industry or relevant experts’ opinions are taken into account. At the end of each year, the indefinite useful life of an intangible asset is reviewed upward from the level of the department that uses the asset, which conducts a basic review, to assess whether there are changes in the basis for recognizing an indefinite useful life. (4)Impairment testing method and provision appropriation of intangible assets On the balance sheet date the company reviews whether there are signs indicating impairment of an intangible asset. If such signs do exist, it will conduct an impairment test to recognize the recoverable amount of the asset and appropriate an impairment provision by reference to the book value or the recoverable amount, whichever is lower. Once appropriated, an impairment loss is prohibited from reversal in following accounting periods. An intangible asset that there are signs indicating impairment should be tested to find out its recoverable amount. The recoverable amount of an intangible asset is the higher of the fair value after deduction of its disposing expenses and the present value of its estimated prospective cash flows. (5)Criteria for the research phase and the development phase of an in-house R & D project and capitalization criteria for expenses incurred during the development phase The expenses of an in-house R & D project during the research phase are counted in the profit and loss of a current accounting period when incurred. The expenses of such a project incurred during the development phase are recognized as an intangible asset when satisfying the following conditions: a. There is technical feasibility in the asset in question being completed for use or sale; b. There is intention of completing and using or selling the asset. c. The intangible asset is deemed economically profitable when it is proven that there is a market for the products produced by such an asset or the asset itself, or that the asset is useful if it is utilized in-house; d. There are sufficient technical, financial and other support for completion of the development of the intangible asset and capability of using or selling it; e. The expenses attributable to the development phase of the asset can be measured reliably. The criteria for dividing the research phase and the development phase of an in-house R & D project are: the survey phase for obtaining new technology and knowledge, which is planned and exploratory, is deemed the research phase; and the phase that before commercial production or use, research results and other knowledge are applied to a specific program or design to produce new or substantially improved materials, devices, products etc. is deemed the development phase, which is purposeful and probable for achievements. 18. Long-term expenses to be amortized The long-term expenses to be amortized of the company refer to all the expenses paid but the benefiting period of which is over one year (not including one year). They are mainly parking fee, housing decoration expenses etc. The long-term expenses to be amortized are amortized over the benefiting period of expense items. For the long-term 70 黄石东贝电器股份有限公司 2012 年年度报告 expenses to be amortized that cannot be benefiting in future accounting periods, the amortized value of the expense items are all counted in the profit and loss of a current accounting period. 19.Estimated liabilities (1)Recognition criteria for estimated liabilities Estimated liabilities refer to realistic, reliably measurable obligations undertaken by the company, the fulfillment of which probably cause outflow of economic benefits. (2)Methodology of measuring estimated liabilities An estimated liability is measured initially at best estimate of the expenses necessary for fulfillment of a realistic obligation. If there is a continuous range of the necessary expenses, whereby the likelihood of possible outcomes is the same, the best estimate can be the median while if there are multiple items involved, the best estimate can be calculated and determined by reference to all the possible outcomes and the relevant likelihood. As of the balance sheet date the book value of the estimated liabilities should be reviewed so that if there are concrete evidences indicating that the book value cannot genuinely reflect the present best estimate, the book value should be adjusted by reference to the best estimate. 20.Share-based payments and equity instruments 1. Share-based payments refer to transactions in which the company grants equity instruments or assume the liabilities that are determined based on equity instruments in order to obtain services by employees or other parties. The payments are settled in two ways: by equity and by cash 2. Equity settled payments for services by employees are measured at the fair value of the equity instruments granted to the employees. Those granted to obtain services by other parties are measured at the service fair value of the date that the services are received, and if the fair value of the services by other parties cannot be measured reliably, the payments will be measured at the equity instrument fair value of the service receiving date. 3. The fair value of equity instruments can be determined as below: (1) If there are active markets, the fair value is determined based on the quoted price in active markets; (2) If there are no active markets, reasonable valuation techniques can be adopted to determine the fair value, e.g., by reference to the prices used by well-informed and willing parties in their recent market transactions, the present fair value of other financial instruments substantially in the same nature, the discounted cash flows technique, option pricing model etc. 4. For those settled by cash, the fair value is measured by reference to the fair value of the undertaken liabilities, which is calculated and determined based on shares and other equity instruments. 5. The best estimate of exercisable equity instruments can be determined by reference to subsequent information, e.g., the latest information on change in the number of employees who can exercise their options. 21.Earning (1) Sales of Goods Goods sales revenues are recognized according to the contractual or agreement price received or receivable from the purchasing party when the Goods the company sells satisfy the following conditions: ① the main risks and rewards of the ownership of Goods have been transferred to the purchasing party; ② the company neither reserves the continuing control right related to the ownership nor exert effective control over the sold merchandise; ③ the received amount can be measured reliably; ④ the relevant economic benefits are probable to flow into the company; ⑤ and the relevant costs incurred or to be incurred can be measured reliably. If a contract or agreement adopts deferred payments, it actually has a financing nature. Therefore, the sales revenue is determined according to the fair value of the receivable contractual or agreement payments. (2)Labor services If the result of the labor service provided can be estimated reliably in the date of balance sheet of assets and liabilities, the company shall adopt the completion percentage method to confirm the income from rendering of service and determine the completion progress at the percentage of the incurred costs in the estimated total costs.If the result of the labor service provided cannot be estimated reliably in the date of balance sheet of assets and liabilities, the company shall dispose separately according to the following situation: ① the service cost which has occurred is expected to get compensation, the company shall confirm the income from rendering of service as per the service cost which has already occurred, and carry forward the service cost as per the same amount; ②if the service cost which has 71 黄石东贝电器股份有限公司 2012 年年度报告 already occurred is expected not to get compensation, the company shall attribute the service cost which has already occurred into the profit and loss of current period, and not confirm the labor service. (3)Alienation of asset use rights The company recognizes the revenues from alienation of asset use rights when the economic benefits related to the alienation can flow in and the received amount can be measured reliably. 22. Governmental subsidies (1)Types of governmental subsidies There are mainly two types of governmental subsidies: one related to assets and the other related to income The government grants of long-term assets acquired by the company and used for purchase and construction or formed by other methods are the government grants related to assets, and the government grants used to compensate for the expenses or loss already occurred or appeared in the future period are the income-related government grants. Also, the government grants that acquired by the company either used to purchase the equipment and other long-term assets, or used to compensate for labor cost, purchasing service fee, management charge and other expenses, are belong to the government grants related to assets and incomes, which should be divided into two parts of the assets-related one and the income-related one, and should be accounted separately. If unable to distinguish, the whole government grants shall be classed as the grants related to assets. (2)Accounting treatment for governmental subsidies Assets related governmental subsidies are recognized as deferred income and counted in the profit and loss of a current period after being averagely allocated over the useful life of the related assets. Governmental subsidies measured in a nominal amount are directly counted in a current period. Income related governmental subsidies are treated as follows: ① The subsidies that are used to compensate relevant expenses or losses of subsequent periods are recognized as deferred income and counted in the profit and loss of a current period when the company recognizing the relevant expenses. ② Those used to compensate incurred relevant expenses or losses are counted in the profit and loss of a current period. 23.Deferred income tax assets and deferred income tax liabilities The company recognizes its deferred income tax assets and deferred income tax liabilities as below: (1)Based on the difference between the book value of assets and liabilities and the taxable base (for items not recognized as assets or liabilities while their taxable base can be determined in accordance with the provisions of the tax law, the taxable base is the difference), the company calculates and recognizes deferred income tax assets or liabilities at the tax rate applicable when it is time to recover the assets or liquidate the liabilities. (2)Deferred income tax assets are recognized to the limit of taxable income, which can be achieved probably and be utilized to offset deductible temporary differences. If there are concrete evidences indicating that sufficient taxable income can be achieved probably in a future period to offset deductible temporary differences as of the balance sheet date, then the company will recognize the deferred income tax asset that were not recognized in a previous period. If not, the company will write down the book value of deferred income tax assets. (3)For the deductible temporary differences related to the investments on the subsidiaries and associate enterprises, deferred income tax liabilities are recognized unless the company can control the reversal time of the temporary differences and such differences probably will not be reversed in the foreseeable future. Deferred income tax assets will be recognized for the deductible temporary differences related to the investments on the subsidiaries and associate enterprises when such differences can be reversed probably in the foreseeable future and it is probable to achieve taxable income in the future, which can be utilized to offset the deductible temporary differences. 24.Lease If all the risks and rewards related to the ownership of a leased asset are transferred to the lessee according to the terms and conditions of the lease, such a lease is a finance lease while others are operating leases. 25. Held-for-sale assets (1)Recognition criteria for held-for-sale assets The following conditions must be satisfied simultaneously: resolution has been made by the company on disposal of the asset in question; the company has signed an irrevocable transfer agreement with the transferee; and transfer of such an asset will be completed in a year. (2)Accounting treatment for held-for-sale assets For a held-for-sale fixed asset, its estimated residual value should be adjusted to reflect the amount after the disposing 72 黄石东贝电器股份有限公司 2012 年年度报告 expenses being deducted from its fair value but the adjusted residual value should not exceed the original asset book value at the time that the held-for-sale conditions are satisfied. The excess of the original book value over the estimated residual value after adjustment will be recognized as asset impairment loss and counted in the profit and loss of a current period. Other held-for-sale noncurrent assets are treated as above, which include individual assets and disposed groups. A disposed group refers to a group of assets as a whole sold or disposed in other ways. 26.Accounting policies, accounting estimates and early errors (1) Description for main change of accounting policies The company doesn’t have any change in accounting policies in this period. (2) Description for main change of accounting estimates Description for no change of accounting estimates 27.The earlier correction for accounting errors The company doesn’t have any earlier correction for accounting errors in this period. III. Taxes (1) Tax type and Tax Ratio Type Tax basis Tax Ratio 13% of sales amounts are belong to the domestic sales revenue VAT and 17% is the VAT of total output, and the implementation of 13%、17% ―exemption, withholding and drawback‖ is for the export sales. Should be accounted and paid according to 5% of 5% Business tax taxable income. Tax for city maintenance Should be accounted and paid according to 7% of the 7% and construction: payable current taxes. Should be accounted and paid according to 3% of 3% Fees for education: payable current taxes. Should be accounted and paid according of payable 15%、25% Enterprise income tax income tax. (2) Tax incentives 1. In 2011, the company has been examined and recognized as the hi-tech enterprise by Hubei Provincial Hi-tech Enterprise Recognition and Management Committee, with the validity of three years, and 15% of income tax accounted for the enterprise in this period. 2. Huangshi Dongbei Electromechanical Group Solar Energy Co., Ltd. is subsidiary of the Company, is enterprise engaged in civil welfare. According to the Circular of Tax Preference Policy for Promoting Employment of the Disabled issued by Ministry of Finance and State Taxation Administration (Cai Shui (2007) No.92), the company enjoyed the preferential policy of refund of value added tax within limit when levied and deduction of additional corporate income tax. In 2011, the company has been examined and recognized as the hi-tech enterprise by Hubei 73 黄石东贝电器股份有限公司 2012 年年度报告 Provincial Hi-tech Enterprise Recognition and Management Committee, with the validity of three years, and 15% of income tax accounted for the enterprise in this period. 3. In 2011, the Controllding Subsidiary Wuhu Abaur Mechanical & Electrical Co.,Ltd has been examined and recognized as the hi-tech enterprise by Hubei Provincial Hi-tech Enterprise Recognition and Management Committee, with the validity of three years, and 15% of income tax accounted for the enterprise in this period. 4. In 2013, the Controllding Subsidiary Huangshi Dongbei Founding Co., Ltd. has been examined and recognized as the hi-tech enterprise by Hubei Provincial Hi-tech Enterprise Recognition and Management Committee, with the validity of three years, and 15% of income tax accounted for the enterprise in this period. IV. Enterprises Consolidated and Consolidated Financial statement The company includes the subsidiaries that it has actual control over and the entities of special purposes in its consolidated financial statements. The consolidated financial statements of the company are complied in accordance with the requirements of The Enterprise Accounting Principle No. 33 – Consolidated Financial Statements and the relevant provisions, and significant internal transactions within the consolidation scope have been eliminated in consolidation. The shareholders’ equity of the subsidiaries, which are not attributable to the parent company, is listed separately as minority shareholders’ equity under the shareholders’ equity in the consolidated financial statement. If a subsidiary adopts different accounting policies or periods, necessary adjustment should be made on the financial statements of the subsidiary according to the company’s accounting policies or periods when consolidated financial statements are compiled. For a subsidiary acquired through business combination not under common control, when consolidated financial statements are compiled, adjustment should be made on one individual financial statement based on the fair value of its net identifiable assets at the purchase date . As to a subsidiary acquired through business combination under common control, it is deemed that the combination has occurred at the beginning of the combination year so that its assets, liabilities, operating results and cash flows should be included in consolidated financial statements from the beginning of the combination year. 1.Subsidiaries (1)Subsidiaries acquired through establishment or investment 74 黄石东贝电器股份有限公司 2012 年年度报告 Balance Wheth Re of other Voting er Equity gist projects Share Type of Natu Registe Closing power merge of Full name of ere Scope of for net holdin subsidia re of red actual ratio the minority subsidiary d business investment g ratio ry busi capital investment (%) statem sharehol pla of (%) ness ents or der ce subsidiary not essentially Wuhu Ab W Ma Production aur Mech Limi uh nuf and sales of 50,00 110,25 anical ted u actu Compressor 33,339,80 0,000. 75.00 75.00 Yes 5,096.1 & Com ring and 0.00 00 7 Electrical pany Compressor Co.,Ltd Machine (2)Subsidiaries acquired through business combination under common control Wh eth Balance er of other Votin Share mer Type Closing projects g Equity of Natur holdi ge Full name of of Register Registered Scope of actual for net powe minority e of ng the subsidiary subsid ed place capital business investmen investmen r ratio sharehold busin ratio stat iary t t of (%) er ess (%) em subsidiary ent essentially s or not Huangshi Li Huang Man mit Dongbei Production ed shi ufact Electromec Co and sales uring mp 24,861,1 22,485,2 83.0 83.0 Ye 10,524,2 hanical of solar any 62.85 02.90 3 3 s 08.10 Group Solar water Energy Co., heaters Ltd. Huangshi Li Casting of Huang Man mit Dongbei small and ed shi ufact 32,814,0 20,000,0 51.2 51.2 Ye 39,773,7 Foundry Co 78.23 medium 00.00 8 8 s 96.68 uring mp Co., Ltd. casts any Dongbei Li BVI Com Sales of Internationa mit merc Refrigerati l Trade Co., ed e on USD Ltd. Co Compresso 6,632,40 100. 100. Ye 1,000,00 mp r, 0.00 00 00 s 0.00 any Refrigerati on Equipment 75 黄石东贝电器股份有限公司 2012 年年度报告 Full name of Type Register Scope of Registered Closing Balance Share Votin Wh Equity of subsidiary of ed place Natur business capital actual of other holdi g eth minority subsid e of and Parts , investmen projects ng powe er sharehold iary busin Photoelect t for net ratio r ratio mer er ess ric investmen (%) (%) ge products t of the and solar subsidiary stat water essentially em heater ,etc. ent 1.The explanation of the changes of combination scope s or There is no changes of the combination scope at this reporting period. not V.Notes to items of consolidated financial statements 1. Monetary capital (1)Classification of Monetary capital Balance at period end Balance at period beginning Items Exchan Amount equivalent Exchange Amount equivalent Foreign amount to RMB Foreign amount to RMB ge rates rates Cash: —— —— 2,194.95 —— —— 35,211.46 Including:RMB —— —— 2,168.09 —— —— 2,749.70 Euro 3.19 8.4189 26.86 3,902.78 8.3176 32,461.76 Bank deposit —— —— 257,966,904.97 —— —— 297,336,788.95 Including:RMB —— —— 225,715,533.03 —— —— 237,932,518.85 USD 3,747,815.81 6.0969 22,850,058.21 8,444,575.38 6.2855 53,078,378.56 Euro 1,116,691.46 8.4189 9,401,313.73 760,542.89 8.3176 6,325,891.54 Other monetary —— —— 270,142,935.67 —— —— 223,987,521.44 capital Including:RMB —— —— 270,142,834.03 —— —— 223,987,521.44 USD 16.67 6.0969 101.64 —— —— —— Total —— —— 528,112,035.59 —— —— 521,359,521.85 (2)Other Monetary capital Items Balance at period end Balance at period beginning Paper margin 201,126,415.67 203,987,521.44 Domestic Margin credit 7,000,000.00 20,000,000.00 Loan Margin 62,016,520.00 Total 270,142,935.67 223,987,521.44 2. Bills receivables (1) Classification of Bills receivables 76 黄石东贝电器股份有限公司 2012 年年度报告 Items Balance at period end Balance at period beginning Bank acceptance 670,346,572.09 652,879,845.38 Trade acceptance 39,734,859.89 4,646,000.00 Letter of credit 23,220,000.00 Total 733,301,431.98 657,525,845.38 Notes : The third subsidiary of Huangshi Dongbei Founding Co., Ltd. has acquired RMB 8.305 million of domestic L/C by pledging the book value of RMB 8.305 million of commercial acceptance bills to China Everbright Bank Co., Ltd. (2) As of December 31, 2013,Top 5 notes receivable of largest pledged amounts as follows Issuing Unit Issuing Date Maturity Date Amount Notes 1.Qingdao Haidayuan Procurement Services Co., Ltd. 2013/9/24 2014/3/24 9,857,273.50 2. Qingdao Haidayuan Procurement Services Co., Ltd. 2013/10/23 2014/4/23 9,837,263.55 3. Qingdao Haidayuan Procurement Services Co., Ltd. 2013/7/23 2014/1/23 9,498,756.19 4. Qingdao Haidayuan Procurement Services Co., Ltd. 2013/7/23 2014/1/23 9,428,725.23 5. Qingdao Haidayuan Procurement Services Co., Ltd. 2013/9/24 2014/3/24 9,356,187.62 (3) As of December 31, 2013, Top 5 of largest amounts of notes receivable with endorsement but not matured as follows Issuing Unit Issuing Date Maturity Date Amount Notes 1.Guangdong Homa Electric Appliance Co., Ltd. 2013/7/19 2014/1/19 21,498,360.00 2.Guangdong Homa Electric Appliance Co., Ltd. 2013/7/21 2014/1/21 21,405,097.60 3.Suning Yunnan Group Co., Ltd. Suning 2013/7/18 2014/1/18 10,000,000.00 Procurement Center 4.Shanghai Suning Yunshang Sell Co., Ltd. 2013/7/5 2014/1/5 10,000,000.00 5.Suning Yunnan Group Co., Ltd. Suning 2013/7/5 2014/1/5 10,000,000.00 Procurement Center 3.Account receivables (1) Classification of account receivables Balance at period end Bad debt reserve Book balance Type Proport Amount Proportio Amount ion n(%) (%) 1. Receivables with major individual amount and bad debt provision provided individually 1,032,996,621.9 33,125,288.0 2. Receivables provided bad debt provision in groups 100.00 3.21 1 8 1,032,996,621.9 33,125,288.0 Group 1(Account age Analysis ) 100.00 3.21 1 8 1,032,996,621.9 33,125,288.0 Subtotal of group 100.00 3.21 1 8 77 黄石东贝电器股份有限公司 2012 年年度报告 Balance at period end Bad debt reserve Book balance Type Proport Amount Proportio Amount ion n(%) (%) 3. Account receivable with minor individual amount but bad debt provision is provided 1,032,996,621.9 33,125,288.0 Total 100.00 3.21 1 8 Balance at period beginning Bad debt reserve Book balance Type Proporti Amount Proportio Amount on n(%) (%) 1. Receivables with major individual amount and bad debt provision provided individually 975,340,703.1 31,344,888.4 2. Receivables provided bad debt provision in groups 100.00 3.21 7 5 975,340,703.1 31,344,888.4 Group 1(Account age Analysis ) 100.00 3.21 7 5 975,340,703.1 31,344,888.4 Subtotal of group 100.00 3.21 7 5 3. Account receivable with minor individual amount but bad debt provision is provided 975,340,703.1 31,344,888.4 Total 100.00 3.21 7 5 Notes:The accounts receivable with significant individual amount and appropriation of provisions for doubtful accounts individually, refers to the receivables of single amount beyond RMB5 million (including RMB5 million), if there is no depreciation after depreciation test made, the company shall appropriate provisions for doubtful accounts according to account age. In groups, the receivables status of provisions for doubtful accounts shall be appropriated according to aging analysis method. Amount at period end Amount at period beginning Account Bad debt Bad debt age Proportio Proportio Book balance reserve Book balance reserve n(%) n(%) Within 1 year 1,012,887,093.47 98.05 20,041,789.07 958,705,378.98 98.30 19,085,271.88 1-2 years 5,389,936.74 0.53 269,496.83 4,240,442.09 0.43 212,022.11 2-3 years 2,577,709.32 0.25 773,312.80 482,982.50 0.05 144,894.75 3-4 years 252,982.50 0.02 151,789.50 22,999.72 0.00 13,799.83 4-5 years Over 5 years 11,888,899.88 1.15 11,888,899.88 11,888,899.88 1.22 11,888,899.88 78 黄石东贝电器股份有限公司 2012 年年度报告 Amount at period end Amount at period beginning Account Bad debt Bad debt age Proportio Proportio Book balance reserve Book balance reserve n(%) n(%) Total 1,032,996,621.91 100.00 33,125,288.08 975,340,703.17 100.00 31,344,888.45 Notes 1:For the accounts of shareholder unit holding the company of 5% (including 5%) or more of voting power shares in the accounts receivable, the details please see the notes ―6. The affiliated party and the related transaction, 6. The accounts receivable and payable of the affiliated party‖; Notes2:The details of receivables from affiliated party please see the notes ―6. The affiliated party and the related transaction, 6. The accounts receivable and payable of the affiliated party‖. Notes 3:The details of receivables from Pledge at the end of the period please see the Note 5 of the notes of the important items in consolidated Financial Statements, note 16 Short-term loan. (2)The top 5 debtors of accounts receivable Name Relationship with the Proportion to total Amount Aging Company accounts receivalbe(%) Client 1 Non-related parties 185,849,807.27 Within 1 year 17.99 Client 2 Non-related parties 85,673,757.00 Within 1 year 8.29 Client 3 Non-related parties 76,143,838.79 Within 1 year 7.37 Client 4 Non-related parties 54,870,564.36 Within 1 year 5.31 Client 5 Non-related parties 35,788,722.75 Within 1 year 3.46 Total —— 438,326,690.17 —— 42.42 (3)Account receivable include the following foreign currency balances Year-end balance Year-beginning balance Foreign Currency of Name Exchange Original Original currency rate RMB equivalent currency Exchange rate RMB equivalent 120,987,958.3 20,132,461.1 126,542,584.3 USD 19,844,176.28 6.0969 6.2855 6 1 1 Euro 3,185,679.81 8.4189 26,819,919.75 1,919,845.48 8.3176 15,968,506.76 147,807,878.1 142,511,091.0 Total —— —— —— —— 1 7 4.Prepayments (1) Analysis of Aging Amount at period end Amount at period beginning Age Amount Amount Proportion(%) Proportion(%) Within 1 year 110,027,505.50 86.36 106,448,034.86 84.55 1-2 years 8,257,489.69 6.48 13,354,042.28 10.61 79 黄石东贝电器股份有限公司 2012 年年度报告 Amount at period end Amount at period beginning Age Amount Amount Proportion(%) Proportion(%) 2-3 years 3,496,665.00 2.74 Over 3 years 5,628,313.35 4.42 6,098,580.83 4.84 Total 127,409,973.54 100.00 125,900,657.97 100.00 (2) As of December 31, 2013, The top five companies according to the Prepayment Name Relationship with Amount Proportion% Time Reasons for pending the Company account Under Client 1 Related parties 15,860,270.00 12.45 Within 1 year implementation Under Client 2 Non-related parties 12,758,283.45 10.01 Within 1 year implementation Under Client 3 Non-related parties 11,788,423.25 9.25 Within 1 year implementation Under Client 4 Non-related parties 9,643,200.00 7.57 Within 1 year implementation Under Client 5 Related parties 7,573,626.46 5.94 Within 1 year implementation Total —— 57,623,803.16 45.22 ——- —— Notes 1:For the accounts of shareholder unit holding the company of 5% (including 5%) or more of voting power shares in the Prepayment, the details please see the notes ―6. The affiliated party and the related transaction, 6. The accounts receivable and payable of the affiliated party‖; Notes 2:The details of receivables from affiliated party please see the notes ―6. The affiliated party and the related transaction, 6. The accounts receivable and payable of the affiliated party‖. 5.Other receivables (1) Classification of other receivables Amount at period end Bad debt reserve Book balance Type Proporti Amount on of Proportion(% ) Amount provisio n (%) 1. Receivables with major individual amount and bad debt provision provided individually 2. Receivables provided bad debt provision in groups 11,488,095.30 100.00 1,193,692.64 10.39 Group 1(Account age Analysis ) 11,488,095.30 100.00 1,193,692.64 10.39 Subtotal of group 11,488,095.30 100.00 1,193,692.64 10.39 80 黄石东贝电器股份有限公司 2012 年年度报告 Amount at period end Bad debt reserve Book balance Type Proporti Amount on of Proportion(% ) Amount provisio n (%) 3. Account receivable with minor individual amount but bad debt provision is provided Total 11,488,095.30 100.00 1,193,692.64 10.39 Balance at period beginning Bad debt reserve Book balance Type Proportio Amount n of Proportion(%) Amount provision (%) 1. Receivables with major individual amount and bad debt provision provided individually 2. Receivables provided bad debt provision in groups 13,617,025.78 100.00 1,278,012.45 9.39 Group 1(Account age Analysis ) 13,617,025.78 100.00 1,278,012.45 9.39 Subtotal of group 13,617,025.78 100.00 1,278,012.45 9.39 3. Account receivable with minor individual amount but bad debt provision is provided Total 13,617,025.78 100.00 1,278,012.45 9.39 Notes1:The Other receivable with significant individual amount and appropriation of provisions for doubtful accounts individually, refers to the receivables of single amount beyond RMB3 million (including RMB3 million), if there is no depreciation after depreciation test made, the company shall appropriate provisions for doubtful accounts according to account age. Notes 2: There is no amount due from shareholders with more than 5%(including 5%) of the voting shares of the Company in prepayment. In groups, other receivables status of provisions for doubtful accounts shall be appropriated according to aging analysis method. Amount at period end Amount at period beginning Account age Bad debt reserve Proportion( Bad debt reserve Book balance Proportion(%) Book balance %) Within 1 year 9,173,615.52 79.85 182,503.98 9,687,005.52 71.14 193,373.13 1-2 years 728,286.55 6.34 36,414.33 2,242,496.06 16.47 112,124.80 2-3 years 777,455.57 6.77 233,236.67 168,000.00 1.23 50,400.00 3-4 years 168,000.00 1.46 100,800.00 1,493,524.20 10.97 896,114.52 4-5 years 614,737.66 5.35 614,737.66 26,000.00 0.19 26,000.00 81 黄石东贝电器股份有限公司 2012 年年度报告 Amount at period end Amount at period beginning Account age Bad debt reserve Proportion( Bad debt reserve Book balance Proportion(%) Book balance %) Over 5 years 26,000.00 0.23 26,000.00 Total 11,488,095.30 100.00 1,193,692.64 13,617,025.78 100.00 1,278,012.45 (2) The nature or contents for bigger amounts of other receivables Unit Name Amount The nature or contents of other receivables Export Drawback 6,997,530.47 Export Drawback Receivable Total 6,997,530.47 —— (3) The top five companies according to the other receivable Name Relationship with the Amount Proportion% Time Company Client 1 Non-related parties 6,997,530.47 Within 1 year 60.91 Client 2 Related parties 971,843.60 Within 1 year 8.46 Client 3 Non-related parties 398,000.00 Within 1 year 3.46 Client 4 Related parties 393,827.10 Within 1 year 3.43 Client 5 Non-related parties 168,000.00 3- 4 years 1.46 Total —— 8,929,201.17 —— 77.72 6.Inventories 1. Classification of inventories Balance in year-end Balance in year-begin Items Bad debt Book Value Bad debt Book Value Book balance Book balance provision provision Raw materials 111,035,587.47 111,035,587.47 82,970,353.13 82,970,353.13 Work-in-proces 150,807,221.14 150,807,221.14 160,178,616.19 160,178,616.19 s Merchandise 267,141,984.76 267,141,984.76 229,141,987.05 229,141,987.05 inventory Total 528,984,793.37 528,984,793.37 472,290,956.37 472,290,956.37 82 黄石东贝电器股份有限公司 2012 年年度报告 7. Investment to the affiliated enterprise Lega Proporti Regis Nature Total Total business l Registe on of Proportion Net profits of the tratio of Amount at closing Total closing net Name Type repre red sharehol of voting income amounts of n busine year-end liabilities assets amounts current period senta capital ding power(%) place ss amounts the current period tive (%) Huangshi Limite Zhu Aibo d Huan Real 10 215,323,763.6 209,023, Jinmi 30.00 30.00 6,300,543.03 -1,639,845.95 Property Compa gshi estate million 7 220.64 ng Co.,Ltd. ny Hubei Limite Liu Jinling d Huan Chua Agricu 20 49,043,6 Precision 30.00 30.00 66,720,779.93 17,677,169.50 19,570,015.27 256,039.40 Compa gshi nson lture million 10.43 Agricultur ny g e Co., Ltd. 8.Long-term Equity investment Propor tion of Proportio Accou shares n of nting Investmen Amount at Increase or Amount at held in voting Depreciation Cash dividend Invested unit metho t cost year-begin decrease year-end invest power in reserve for this period d ment invested units( units (%) %) Huangshi Dongbei Cost Refrigerating Co., metho 10,000.00 10,000.00 10,000.00 0.48 0.48 Ltd. d Huangshi Dongbei Cost 79,944,35 79,944,35 -79,944,3 Electromechanical Metho 41.42 41.42 1.78 1.78 51.78 Group Co., Ltd. d Equity Huangshi Aibo Property 3,000,000 2,054,841 -491,953. 1,562,888 metho 30.00 30.00 .00 .79 79 .00 Co.,Ltd. d Equity Hubei Jinling Precision 6,000,000 3,929,499 4,006,311 metho 76,811.82 30.00 30.00 .00 .55 .37 Agriculture Co., Ltd. d 83 黄石东贝电器股份有限公司 2012 年年度报告 Propor tion of Proportio Accou shares n of nting Investmen Amount at Increase or Amount at held in voting Depreciation Cash dividend Invested unit metho t cost year-begin decrease year-end invest power in reserve for this period d ment invested units( units (%) %) 85,938,69 -80,359,4 5,579,199 Total —— —— —— —— 3.12 93.75 .37 Notes : In this period, Wuhu Abaur Mechanical & Electrical Co.,Ltd., the holding subsidiary of the company, has transferred all the holding equity of 41.42% of Huangshi Donper Mechanical and Electrical Group Co., Ltd. to Jiangsu Luoke Mechanical & Electrical Co., Ltd. 84 黄石东贝电器股份有限公司 2012 年年度报告 9.Investment real estate Balance in Increase at this Decrease at Balance in Items year-begin period this period year-end I.Total of original value 6,934,630.00 6,934,630.00 Houses and buildings 6,934,630.00 6,934,630.00 II.Total of Accumulative depreciation and 2,892,705.92 165,044.16 3,057,750.08 Accumulative amortization Houses and buildings 2,892,705.92 165,044.16 3,057,750.08 III.Reserve for impairment of investment real estate Houses and buildings IV.Book value of investment real estate 4,041,924.08 3,876,879.92 Houses and buildings 4,041,924.08 3,876,879.92 Notes:The depreciation of this period was RMB165,044.16. 10.Fixed assets Balance in Increase at this Decrease at this Balance in Items year-begin period period year-end I.Total of Original price 1,425,113,278.28 59,645,014.01 138,384,958.27 1,346,373,334.02 Houses and buildings 417,516,590.21 5,103,037.62 422,619,627.83 Machinery and equipment 963,454,292.23 48,519,927.27 136,793,659.20 875,180,560.30 Transportation equipment 21,649,251.14 3,174,486.58 649,737.50 24,174,000.22 Other 22,493,144.70 2,847,562.54 941,561.57 24,399,145.67 II. Total of accumulated 527,755,531.95 97,398,436.76 95,322,647.35 529,831,321.36 depreciation Houses and buildings 84,122,509.94 17,924,846.34 102,047,356.28 Machinery and equipment 414,983,255.20 69,465,246.29 93,849,907.69 390,598,593.80 Transportation equipment 14,697,489.87 4,228,728.01 617,250.63 18,308,967.25 Other 13,952,276.94 5,779,616.12 855,489.03 18,876,404.03 III.Total Net book value of 897,357,746.33 816,542,012.66 Fixed assets Houses and buildings 333,394,080.27 320,572,271.55 Machinery and equipment 548,471,037.03 484,581,966.50 Transportation equipment 6,951,761.27 5,865,032.97 Other 8,540,867.76 5,522,741.64 IV. Total of Reserve for 85 黄石东贝电器股份有限公司 2012 年年度报告 Balance in Increase at this Decrease at this Balance in Items year-begin period period year-end impairment Houses and buildings Machinery and equipment Transportation equipment Other V. Total book value of fixed 897,357,746.33 816,542,012.66 assets Houses and buildings 333,394,080.27 320,572,271.55 Machinery and equipment 548,471,037.03 484,581,966.50 Transportation equipment 6,951,761.27 5,865,032.97 Other 8,540,867.76 5,522,741.64 Notes 1:In this period was there RMB 97,398,436.76 set aside as depreciations, and the original price of the fixed assets converted from a construction in process was RMB 2,840,470.59. Notes 2:This period of fixed assets mortgage please see the notes V,Consolidated financial statements of important notes 25, Long-term loan . Notes 3:In this period, the machine devices of subsidiary workshop with the original value of RMB 108,924,624.63 yuan and the net value of RMB 31,896,150.42 are disposed, which has been sold to Huangshi Aibo Technology Co., Ltd. after the public auction by the Huangshi Jiacheng Property Transaction Co., Ltd., with the sale price of RMB 22,047,275.88 . 11.Construction in progress Balance in year-end Balance in year-begin Items Bad debt Book Value Bad debt Book Value Book balance Book balance provision provision Equipment installation 1,508,012.75 1,508,012.75 1,934,690.56 1,934,690.56 The Phase III project of 6,904,171.58 6,904,171.58 769,480.32 769,480.32 Huangjianshan Construction funds of Da 5,065,000.00 5,065,000.00 zhi Luoqiao new plant ERP software installatio n project 554,074.68 554,074.68 Total 14,031,259.01 14,031,259.01 2,704,170.88 2,704,170.88 Notes : In this period the constructions in process worth RMB 2,840,470.59 were converted into fixed assets. 12..Intangible assets 86 黄石东贝电器股份有限公司 2012 年年度报告 Amount at period Increase in current Decrease in Amount at period Items beginning period current period end I.Total of original value 84,948,511.35 1,312,875.20 - 86,261,386.55 Land use right 81,058,310.92 1,249,200.00 82,307,510.92 Software 2,090,200.43 63,675.20 2,153,875.63 Non Patent technology 1,800,000.00 1,800,000.00 II.Total accumulative 8,316,260.91 2,204,445.50 - 10,520,706.41 amortized Land use right 7,428,215.21 1,798,367.06 9,226,582.27 Software 708,045.70 226,078.44 934,124.14 Non Patent technology 180,000.00 180,000.00 360,000.00 III.Total book value of 76,632,250.44 75,740,680.14 intangible assets Land use right 73,630,095.71 73,080,928.65 Software 1,382,154.73 1,219,751.49 Non Patent technology 1,620,000.00 1,440,000.00 IV. Total impairment provision Land use right Software Non Patent technology V. Book value Total of 76,632,250.44 75,740,680.14 intangible assets Land use right 73,630,095.71 73,080,928.65 Software 1,382,154.73 1,219,751.49 Non Patent technology 1,620,000.00 1,440,000.00 Notes 1:The amortization of this period was RMB 2,204,445.50. Notes 2. This period of intangible assets mortgage please see the notes V,Consolidated financial statements of important notes 25, Long-term loan . 13. Deferred income tax assets (1)Recognized deferred income tax assets Items Amount at period end Amount at period beginning Deferred income tax assets Provision for bad debt 5,096,726.92 5,187,111.53 Estimated losses on warranty (refund, repair and 1,802,721.27 2,712,207.82 87 黄石东贝电器股份有限公司 2012 年年度报告 Items Amount at period end Amount at period beginning replace) Total 6,899,448.19 7,899,319.35 (2) Temporary Differences Corresponding to the Assets or Liabilities that incurred such Differences Items Amount Bad debt provision for accounts receivable 32,787,237.97 Bad debt provision for other receivables 1,190,941.50 Estimated losses on warranty (refund, repair and replace) 12,018,141.81 Subtotal 45,996,321.28 14. Reserve for impairment of assets Decrease for the current Balance at period Provision at period Amount at Items beginning this period Switch period end Switch back cancellation I.Provision for bad debts 32,622,900.90 1,696,079.82 34,318,980.72 Total 32,622,900.90 1,696,079.82 34,318,980.72 15. Assets under Restriction Ending balance of the Item Restriction reason period (RMB’0000) I.Assets in use for guarantee Buildings, land and plant and machinery 18,043.25 Loan pledges II.Other assets under restriction Due to issued bank acceptance and loan p Bills receivables 15,581.02 ledges Account receivables 14,098.75 Loan pledges Total 47,723.02 Notes : Bill receivables , account receivables , please see ―Notes on Items of Consolidated Financial Statements 16 Short-term Borrowings‖ and 25.Long-term Borrowings. 16.Short-term loan Condition Amount at period end Amount at period beginning Impawn loan 244,041,070.00 105,853,700.00 Mortgage loan 31,427,500.00 Guaranteed loan 390,787,230.00 408,208,660.00 Credit loan 47,678,300.00 79,197,300.00 Total 682,506,600.00 624,687,160.00 Notes 1:The company offered RMB 30 million deposit in current period to the Bank of Communications Co., Ltd. 88 黄石东贝电器股份有限公司 2012 年年度报告 Huangshi Tieshan Branch to get USD 4.8 million short-term borrowings. Notes 2:The company offered RMB 32.0165 million deposit in current period to the Xingye Bank .Wuhan Branch to get USD 5 million short-term borrowings. Notes 3:The company offered USD 16.0343 million and Euro 5.1346 million posit in current period to the ICBC .Huangshi Tieshan Branch to get USD 20.50 million short-term borrowing. Notes 4:As Huangshi Dongbei Electromechanical Group Co., Ltd. offered guarantee, the company obtained the USD 3 million short-term loan from China Construction Bank , Huangshi Tieshan Branch; the company obtained the USD 17.80 million and RMB 25 million short-term loan from Bank of Communications ,Tieshan Branch; the company obtained the RMB 50 million short-term loan from Agricultural Bank of China, Shihuiyao Branch. Notes 5:As the Company offered guarantee to the second-tier subsidiary of Wuhu Abaur Mechanical & Electrical Co.,Ltd., obtained USD 1.9 million and RMB 20 million short-term loan from Xingye Bank, Wuhu Branch; obtained USD 2 million short-term loan from China Merchants Bank, Wuhu Branch; obtained USD 2 million and RMB 20 mill ion short-term loan from CITIC Bank, Wuhu Branch; obtained RMB 30 million short-term loan from the Export-Impo rt Bank of China, Anhui Branch; obtained RMB 30 million short-term loan from Wuhu Yangzi Rural Commercial Ba nk; obtained RMB 20 million short-term loan from Huishang Bank, Wuhu Economy Development Zone Branch. Notes6:As the Company offered guarantee to the second-tier subsidiary of Huangshi Dongbei Electromechanical Gr oup Solar Energy Co., Ltd., obtained RMB 3 million short-term loan from SPD Bank, Wuhan Lingjiaohu Branch, obtained RMB 5 million short-term loan from China Merchants Bank, Huangshi Jinghua Road Branch. Note 7: The company offered guarantee to third-tier subsidiary of Huangshi Dongbei and offered RMB 8.305 million commercial acceptance bills as pledge to obtain RMB 39.305 million short-term loans from China Everbright Bank, Wuhan Development Zone Branch. Notes8: As the Company offered guarantee the third-tier subsidiary of Huangshi Dongbei Founry Co., Ltd., it obtained RMB 2 0 million short-term loan from Hubei Bank, Huangshi Xinxialu Branch, it obtained RMB 10 million short-term loan from SPD Bank , Wuhan Branch Lingjiaohu Sub-Branch, obtained RMB 20 million short-term loan from Bank of Communications, Huangshi Tieshan Branch. 17.Bill payable Amount at period end Amount at period beginning Items Bank acceptance 736,273,961.21 851,268,224.15 Total 736,273,961.21 851,268,224.15 Notes :The ending balance of Bill payable for this period included RMB 736,273,961.21 due next accounting period. 18.Account payable Amount at period end Amount at period beginning Items Amount(RMB) Proportion( Amount(RMB) Proportion(%) %) 89 黄石东贝电器股份有限公司 2012 年年度报告 Amount at period end Amount at period beginning Items Amount(RMB) Proportion( Amount(RMB) Proportion(%) %) Within 1 year 864,202,989.66 91.91 646,739,853.16 71.64 1-2 years 28,509,025.77 3.03 252,492,333.07 27.96 2-3 years 43,933,561.41 4.67 135,353.84 0.01 Over 3 years 3,626,796.18 0.39 3,563,857.16 0.39 Total 940,272,373.02 100.00 902,931,397.23 100.00 Notes 1:For the accounts of shareholder unit holding the company of 5% (including 5%) or more of voting power shares in the accounts receivable, the details please see the notes ―6. The affiliated party and the related transaction, 6. The accounts receivable and payable of the affiliated party‖; Notes2:The closing balance of account payable is more than the beginning balance, the details please see the notes ―VI. The affiliated party and the related transaction,6. The accounts receivable and payable of the affiliated party‖; Note 3: the situation of significant account payable aged over one year at the end of period 19.Received in advance Amount at period end Amount at period beginning Items Amount(RMB) Proportion( Amount(RMB) Proportion(%) %) Within 1 year 13,814,294.02 93.58 110,987,713.93 96.47 1-2 years 372,962.09 2.53 3,905,422.44 3.39 2-3 years 422,902.06 2.86 9.15 0.00 Over 3 years 152,595.89 1.03 157,557.89 0.14 Total 14,762,754.06 100.00 115,050,703.41 100.00 Notes1:There were no debts payable to the shareholders of the Company holding more than 5% (including 5%) of the total shares of the Company. Notes2:Wuhu Abaur Mechanical & Electrical Co.,Ltd., a controlled subsidiary, received RMB 69.30 million for equit y assignment from Huangshi Property Exchange in advance at the beginning period. The procedures of change of indu strial and commercial registration of this equity assignment were finished on October 2013.. Notes 3:The situation of significant Received in advance aged over one year at the end of period 20.Employee salary payable Increase in Decrease in current Amount at period Amount at period current period period Items beginning end 1.Wage,bonus,subsidy 20,262,398.81 247,309,622.59 243,908,360.26 23,663,661.14 2.Employee welfare 2,115,475.50 26,847,336.73 25,711,133.28 3,251,678.95 3.Security insurance 37,014,789.52 37,014,789.52 10,831,568.12 10,831,568.12 - Of Which: medical insurance 90 黄石东贝电器股份有限公司 2012 年年度报告 Increase in Decrease in current Amount at period Amount at period current period period Items beginning end Basic old-age insurance 22,057,240.95 22,057,240.95 - premiums Unemployment insurance 1,855,589.95 1,855,589.95 - Work injury insurance 1,683,562.12 1,683,562.12 - Maternity insurance 586,828.38 586,828.38 - 1,022,692.27 8,532,741.68 9,555,433.95 - 4. Public reserves for housing 5. Union funds and staff 14,880,243.76 3,003,417.15 2,690,102.45 15,193,558.46 education fee 6. Compensation paid for 306,552.00 306,552.00 - termination of labor relationship 7.Other 1,401,907.79 1,401,907.79 - Total 38,280,810.34 324,416,367.46 320,588,279.25 42,108,898.55 Notes:Temporarily, the company hasn’t made the payment of RMB 22.7285 million of annual performance funds in 2013, which is expected to be paid at the end of June, 2014. 21. Taxes payable Amount at period end Amount at period beginning Type VAT -14,510,513.93 -3,000,090.88 Business tax 149,557.24 92,695.36 Urban maintenance and construction 2,399,055.14 4,744,264.26 tax Enterprise income tax 33,126,241.98 22,877,903.83 House tax 2,887,832.00 1,931,041.00 Land use tax 679,208.62 430,046.68 Individual income tax 579,628.91 1,590,189.77 Educational surtax 917,270.83 2,022,328.79 Local education development fund 162,188.52 1,377,682.53 168,434.46 1,464,922.20 Embankment expenses Stamp tax 2,861,854.40 854,052.38 Water construction Fund 89,283.24 109,857.20 Total 29,510,041.41 34,494,893.12 91 黄石东贝电器股份有限公司 2012 年年度报告 Notes :.The standards for main taxes and tax rates are described in "Note III of Financial Statements. Taxes" 22.Dividend payable Balance in year-end Balance in year-begin Name Hongkang Changxin Group Co., Ltd. 10,009,121.12 10,009,121.12 Total 10,009,121.12 10,009,121.12 23.Other payable Balance in year-end Balance in year-begin Items Amount(RMB) Proportion( Amount(RMB) Proportio %) n(%) Within 1 year 181,466,985.11 95.48 61,669,574.97 44.20 1-2 years 2,885,550.67 1.52 56,763,799.34 40.69 2-3 years 673,629.16 0.35 12,697,758.16 9.10 Over 3 years 5,035,316.56 2.65 8,384,031.26 6.01 Total 190,061,481.50 100.00 139,515,163.73 100.00 Notes 1:As of December 31, 2013, there is no other payable to an shareholder with 5% (include 5%) of total voting shares of the company. Notes 2:The situation of significant other payable aged over one year at the end of period 24.Non-current liability due in 1 year (1)Type Balance in year-end Balance in year-begin Type 122,520,360.00 Long-term borrowings due within one year Total 122,520,360.00 (2) Long-term borrowings due within one year Balance in year-end Balance in year-begin Condition 120,000,000.00 Mortgage loan Guaranteed loan 2,520,360.00 Total 122,520,360.00 25. Long-term loan Balance in year-end Balance in year-begin Condition 1,440,000.00 1,440,000.00 Entrusted loan 120,000,000.00 Mortgage loan 92 黄石东贝电器股份有限公司 2012 年年度报告 Balance in year-end Balance in year-begin Condition Total 121,440,000.00 1,440,000.00 Notes 1. Wuhu Abaur Mechanical & Electrical Co.,Ltd., the holding subsidiary of the company, has made the mortgage of land and buildings for the company, at the price of RMB 180.4325 million to gain the long-term loans of RMB 120 million from Wuhan branch of China Import and Export Bank. Notes 2:The commissioned loan RMB 1.44 million was the financial working fund allocated by Huangshi Financial Bureau to Huangshi Dongbei Foundry Co., Ltd.. 26..Long-term payable Cost Increase Decrease Items for the current for the current Balance in Balance in year-begin period period year-end The Special Technological Renovation Fund for 5,350,000.00 4,837,291.67 267,500.00 4,569,791.67 Refrigeration Compressor Industrialization Importance Special funds 4,500,000.00 4,068,750.00 225,000.00 3,843,750.00 Compressor industrialization 12,000,000.00 11,266,666.67 600,000.00 10,666,666.67 project Guarantee housing construction funds in Huangshi City 690,000.00 690,000.00 32,775.00 657,225.00 Construction funds of Daye 1,046,600.00 1,046,600.00 1,046,600.00 Luoqiao new plant Total 23,586,600.00 20,172,708.34 1,736,600.00 1,125,275.00 20,784,033.34 27.Share capital Before this change Increase/decrease this time (+ , - ) After this change Bo Issuing Transferr Propo nus Othe Subt Propo Amount of new ed from Amount rtion shar r otal rtion share reserves es 1. Shares with conditional 120,000,000.00 51.06 120,000,000.00 51.06 subscription 1.State-owned share 2.State-owned legal 117,600,000.00 50.04 117,600,000.00 50.04 person shares 3.Other domestic 2,400,000.00 1.02 2,400,000.00 1.02 shares Including : Non-state owned domestic legal 2,400,000.00 1.02 2,400,000.00 1.02 person shares Domestic nature person shares 93 黄石东贝电器股份有限公司 2012 年年度报告 Before this change Increase/decrease this time (+ , - ) After this change Bo Issuing Transferr Propo nus Othe Subt Propo Amount of new ed from Amount rtion shar r otal rtion share reserves es 4.Foreign shareholding Including : Overseas legal person shares Foreign nature person shares 5. Executive shares II Shares with unconditional 115,000,000.00 48.94 115,000,000.00 48.94 subscription 1.Common shares in RMB 2.Foreign shares in 115,000,000.00 48.94 115,000,000.00 48.94 domestic market 3.Foreign shares in overseas market 4.Other III.Total of shares 235,000,000.00 100.00 235,000,000.00 100.00 28. Capital reserve Amount at period Increase in current Decrease in current Amount at period Items beginning period period end Share capital 180,001,555.45 180,001,555.45 premium Other capital surplus 10,110,280.81 10,110,280.81 Total 190,111,836.26 190,111,836.26 29. Surplus reserve Amount at period Increase in current Decrease in current Amount at period Items beginning period period end 36,008,607.48 1,935,585.87 37,944,193.35 Statutory surplus reserve 36,008,607.48 1,935,585.87 37,944,193.35 Total 30. Retained profits Items Amount Extraction or distribution of the ratio Before adjustment: Retained profit at the end of last year 342,680,456.41 —— 94 黄石东贝电器股份有限公司 2012 年年度报告 Items Amount Extraction or distribution of the ratio Adjustment: Retained profit at the beginning of current year —— After Adjustment: Retained profit at the beginning of 342,680,456.41 —— current year Add : Net profit attributable to the owners of parent 93,824,776.19 —— company Less:Withdrawing statutory surplus public reserve 1,935,585.87 10.00% Distribution of common shares dividend Retained profit at the end of current year 434,569,646.73 31.Operating income and operating cost (1)Operating income Same period of the Items Report period previous year Main business income 4,120,518,976.04 4,050,249,579.83 Other business income 143,512,844.85 65,632,109.39 Total 4,264,031,820.89 4,115,881,689.22 (2)Operating cost Same period of the Items Report period previous year Main business cost 3,607,966,188.71 3,548,626,543.62 Other business cost 114,212,388.96 52,513,503.24 Total 3,722,178,577.67 3,601,140,046.86 (3) Main operating (Industry) Report period Same period of the previous year Name Income of Main Cost of Main Income of Main operation Cost of Main operation operation operation Manufacturing 4,120,518,976.04 3,607,966,188.71 4,050,249,579.83 3,548,626,543.62 Total 4,120,518,976.04 3,607,966,188.71 4,050,249,579.83 3,548,626,543.62 (4) Main operating (Product) Report period Same period of the previous year Name Income of Main Cost of Main Income of Main Cost of Main operation operation operation operation Compressor 3,676,136,257.13 3,221,468,219.29 3,603,331,566.27 3,159,440,503.90 Auto casting 414,903,259.01 365,059,625.42 419,731,255.85 369,405,482.93 Solar water heater 29,479,459.90 21,438,344.00 27,186,757.71 19,780,556.79 Total 4,120,518,976.04 3,607,966,188.71 4,050,249,579.83 3,548,626,543.62 95 黄石东贝电器股份有限公司 2012 年年度报告 (5) Main operating (Area) Report period Same period of the previous year Name Income of Main Cost of Main Income of Main Cost of Main operation operation operation operation Domestic sales 3,380,959,066.88 2,929,738,111.27 3,352,346,813.64 2,919,651,025.27 Foreign sales 739,559,909.16 678,228,077.44 697,902,766.19 628,975,518.35 Total 4,120,518,976.04 3,607,966,188.71 4,050,249,579.83 3,548,626,543.62 (6) The top five companies in the amount Items business income Proportion(%) Client 1 803,723,943.43 18.85 Client 2 190,109,699.49 4.46 Client 3 173,424,852.53 4.07 Client 4 129,784,097.44 3.04 Client 5 110,637,834.02 2.59 Total 1,407,680,426.91 33.01 32.Business tax and subjoin Same period of the previous Items Standard Report period year Business tax 5% 579,713.10 Urban construction tax 7% 7,838,519.25 9,559,920.77 Education surcharge 3% 3,356,007.38 3,769,941.35 2% 1,047,997.08 1,938,563.15 Embankment expenses Local education surcharge 2% 2,237,338.24 3,721,304.33 Water Construction Fund 0.08% 1,279,231.24 1,089,445.47 Total —— 16,338,806.29 20,079,175.07 33.Sales expenses Items Accumulative total of current Accumulative total of same period period of the previous year Total 94,364,407.59 87,836,539.81 The main details are as follows: Transport costs 58,156,293.09 52,091,962.65 Travel expenses 3,962,057.60 3,386,133.43 34..Administrative expenses Items Accumulative total of current Accumulative total of same period period of the previous year Total 276,766,392.41 217,671,475.97 96 黄石东贝电器股份有限公司 2012 年年度报告 Items Accumulative total of current Accumulative total of same period period of the previous year The main details are as follows: Wage 64,031,070.29 68,332,383.71 Travel expenses 24,064,266.61 19,367,981.23 Depreciation 13,072,324.56 13,034,919.32 Repair fees 2,625,082.52 2,802,166.58 Taxes 15,046,920.76 10,040,308.77 Amortization 4,892,712.02 3,978,591.38 R& D expenses 132,294,587.81 86,372,308.48 35. Financial expenses Items Accumulative total of current Accumulative total of same period period of the previous year Interest expenses 42,566,324.11 60,941,113.42 Less:Interest income 11,088,937.39 9,494,445.45 Less:Exchange gains 1,300,431.54 -227,155.66 Bills discounted rate 12,764,708.96 16,561,978.17 2,631,787.83 4,269,342.66 Handling charges Total 45,573,451.97 72,505,144.46 36. Investment income (1) Investment income Items Accumulative total of Accumulative total of same period of the current period previous year Long-term equity investment income under equity -415,141.97 -948,147.10 method Investment loss through disposal of long-term equity 54,034,248.22 investment Total 53,619,106.25 -948,147.10 Notes . In this period, Wuhu Abaur Mechanical & Electrical Co.,Ltd., the holding subsidiary of the company, has transferred all the holding equity of 41.42% of Huangshi Donper Mechanical and Electrical Group Co., Ltd. to Jiangsu Luoke Mechanical and Electrical Co., Ltd., with the transferred price of RMB 133.4716 million and the investment cost of RMB 79.9444 million. (2) Long term equity investment calculated via equity method: Accumulative total of Accumulative total of Name same period of the Changed current period previous year Huangshi Aibo Property Co., Ltd. -491,953.79 -415,373.50 The income accounted 97 黄石东贝电器股份有限公司 2012 年年度报告 Accumulative total of Accumulative total of Name same period of the Changed current period previous year by equity method Hubei Jinling Precision Agriculture The income accounted 76,811.82 -532,773.60 Co., Ltd. by equity method Total -415,141.97 -948,147.10 37.Asset impairment losses Accumulative total of same period of Items Accumulative total of current period the previous year 1.Loss for bad debts 1,696,079.82 4,661,255.69 Total 1,696,079.82 4,661,255.69 38. Non-operating income (1)Details of Non-operating income Amount of current period Amount of previous period Included in the Included in the Items current amount of current amount of Amount Amount non-operating non-operating gains & losses gains & losses Total profits of non-current 215,251.38 215,251.38 442,499.81 442,499.81 assets disposal Including : Fixed asset 215,251.38 215,251.38 442,499.81 442,499.81 disposal profits Government subsidy 11,536,728.62 8,607,485.00 10,055,161.00 10,055,161.00 Quality of compensation 5,543,296.17 5,543,296.17 7,227,991.57 4,412,962.44 Profit of debt restructuring 287,980.64 287,980.64 Total 17,583,256.81 14,654,013.19 17,725,652.38 14,910,623.25 (2) Details of Governmental subsidies Items Amount of current Amount of previous Related to asset and profit period period Brake Hub innovation award 400,000.00 Related to profit VAT export rebates 2,929,243.62 Related to profit Imported Equipment discount payment 1,410,000.00 Related to profit Government Technology Award 1,655,500.00 618,000.00 Related to profit Financial subsidies revenue 1,261,250.00 1,206,541.00 Related to profit 98 黄石东贝电器股份有限公司 2012 年年度报告 Items Amount of current Amount of previous Related to asset and profit period period Subsidy for patent application by 8,650.00 25,120.00 Huangshi Intellectual Property Office Related to profit Changjiang Quality Award 1,000,000.00 Related to profit Huangshi Economic & Technological De velopment Zone Finance Bureau Award 2,090,500.00 Fund Related to profit Hubei Department of Finance Treasury 2,400,000.00 Bureau Award Fund Related to profit Compressor production project amortizati 1,092,500.00 905,000.00 Related to asset on Science and Technology Award 20,000.00 Related to asset Amortization of Huangshi construction of 32,775.00 Related to asset affordable housing funds Export base service platform project fund 1,000,000.00 ing Related to profit Land use tax return 2,664,300.00 Related to profit Subsidies from social security center 796,510.00 Related to profit Patent grants from Trade Development 70,000.00 Bureau Related to profit Welder Skills Competition Awards from 6,000.00 Jingkai Zone Association Related to profit Total 11,536,728.62 10,055,161.00 39. Non-operating expenses Amount of current period Amount of previous period Included in the Included in the Items current amount of current amount of Amount Amount non-operating non-operating gains & losses gains & losses Losses total from disposal of 23,140,458.27 23,140,458.27 11,830,925.31 11,830,925.31 Non-current assets Incl: loss of fixed assets 23,140,458.27 23,140,458.27 11,830,925.31 11,830,925.31 disposition Other 2,037,621.39 2,037,621.39 1,605,024.75 1,605,024.75 Total 25,178,079.66 25,178,079.66 13,435,950.06 13,435,950.06 40. Income tax expenses Items Accumulated amount in Accumulated amount in current period previous year (RMB) (RMB) 99 黄石东贝电器股份有限公司 2012 年年度报告 Items Accumulated amount in Accumulated amount in current period previous year (RMB) (RMB) Income tax calculated according to tax law and 35,499,763.92 12,425,389.48 relevant provisions in a current period Deferred income tax 999,871.16 -498,826.88 Total 36,499,635.08 11,926,562.60 41. Calculation of Basic earnings per share and Diluted earnings per share Items Code Amount for this year Amount for last year Net profit attributable to the Company’s P0 93,824,776.19 60,515,708.87 ordinary shareholders (Ⅰ) Net profit attributable to the Company’s ordinary shareholders after deducting P0 54,216,908.08 58,325,053.43 non-recuring gains and losses(Ⅱ) Amount of stock at the year-beginning S0 235,000,000.00 235,000,000.00 Increase of amount of stock owing to capital reserve transferred to share capital or S1 distribution of stock dividend. Increase of amount of stock owing to issue to bonds newly or bonds issued to be transfer to Si stock. Decrease of amount stock due to Sj purchase-back stock. Etc. Decrease of amount of stock in the reporting Sk period Amount of months in the reporting period. M0 12 12 Accumulated months since the sec9ond month Mi when increase of amount of stock Accumulated months since the second month Mj when decrease of amount of stock. Average weighted amount of stock S 235,000,000.00 235,000,000.00 outstanding Basic eamings per share(Ⅰ) 0.399 0.258 Basic eamings per share(Ⅱ) 0.231 0.248 Net profit attributable to ordinary shareholders P1 93,824,776.19 60,515,708.87 of parent company after adjustment(Ⅰ) Net profit attributable to the company’s ordinary shareholders after deducting P1 54,216,908.08 58,325,053.43 non-recuring gains and losses after adjustment(Ⅱ) Increase amount of average weighted of stock owing to realization of warrants, stock options and convertible bonds Average weighted amount of stock outstanding after consideration of diluted 235,000,000.00 235,000,000.00 affect 100 黄石东贝电器股份有限公司 2012 年年度报告 Items Code Amount for this year Amount for last year Diluted earnings per share(Ⅰ) 0.399 0.258 Diluted earning per share(Ⅱ) 0.231 0.248 (1) Basic earnings per share Basic earnings per share= P0÷S S= S0+S1+Si×Mi÷M0– Sj×Mj÷M0-Sk Including:P0 Means net profit attributable to ordinary shareholders of parent company or net profit attributable to the company’s ordinary shareholders after deducting non-recurring gains and losses; S means average weighted amount of common stock outstanding; S0 Means amount of common stock at the year-beginning; S1Means increase of amount of common stock owing to capital reserve transferred to share capital or distribution of stock dividend Si Means increase of amount of common stock owing to issue of bonds newly or bonds issued to be transfer to common stock; Sj Means decrease of amount of common stock due to purchase-back common stock , etc; Sk Means decrease of amount of common stock in the reporting period;Mi Means accumulated months since the second month when increase of amount of common stock;Mj means accumulated months since the second month when decrease of amount of common stock.Diluted earnings per share (2)Diluted earnings per share Diluted earnings per share=P1/(S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk+ Increase amount of average wighted of common stock owing to realization of warrants, stock options and convertible bonds. Including,P1 Means net profit attributable to ordinary shareholders of the company or net profit attributable to the company’s ordinary shareholders after deducting non-recurring gains and losses after adjustment in consideration of the effect of dilutive potential ordinary share, regulated by accounting criteria for enterprises in china or other related regulations.when calculation of diluted earnings per share , all effects of net profit attributable to the company’s ordinary shareholders after deducting non-recurring gains and losses after adjustment and average weighted amount of common stock outstanding, associated with dilutive potential ordinary share, calculating of diluted earnings per share to the degree that in minimum of EPS, According to their degree of descending order of diluted earnings per share referred. 42. Note Cash flow statement 1. Other cash received from business operation Same period of the Items Report period previous year Correlation between units 54,546,966.10 39,464,253.67 Fine and the quality of compensation 4,536,833.96 461,206.49 Interest income 11,088,937.39 9,494,445.45 Disburse payment of water & electricity fees 1,324,622.73 293,307.14 Government Subsidy 8,607,485.00 7,297,661.19 101 黄石东贝电器股份有限公司 2012 年年度报告 Same period of the Items Report period previous year Total 80,104,845.18 57,010,873.94 2.Other cash payable related to operating activities Same period of the Items Report period previous year Office and other expenses 92,127,714.00 71,906,295.19 Water & electricity 3,789,830.44 3,379,673.20 Technology Development expenses 45,922,279.33 5,099,076.63 Other unit between 36,270,750.88 25,949,038.37 Fine and the quality of compensation 100.66 1,144,780.12 Total 178,110,675.31 107,478,863.51 43. Supplement Information of Cash flow statement (1)Supplement Information of Cash flow statement Same period of the Items Report period previous year 1. Net profit adjusted to cash flow from business operation Net profit 116,638,753.46 103,403,043.98 Add:Provision from assets impairment 1,696,079.82 4,661,255.69 Fixed assets depreciation,Oil and gas depreciation, Produce 97,563,480.92 99,502,506.71 matter depreciation Amortization of intangible assets 2,204,445.50 2,187,387.11 Amortization of long-term expenses to be amortized 161,601.69 The loss from the disposal of fixed assets, intangible assets 22,723,033.31 11,388,425.50 and other long-term assets Loss from scrapping of fixed assets 202,173.58 Loss from fair change Financial expenses 55,861,477.51 60,941,113.42 Investment loss -53,619,106.25 948,147.10 Decrease of deferred tax assets 999,871.16 -498,826.88 Increase of deferred tax Liabilities Decrease of inventories -56,693,837.00 -23,456,041.23 Decrease of operating accounts receivable -132,811,890.43 -223,051,385.28 Increase of operating accounts payable -2,192,641.58 287,055,453.17 Other 102 黄石东贝电器股份有限公司 2012 年年度报告 Same period of the Items Report period previous year Net cash flow generated from operating activities 52,733,441.69 323,081,079.29 II.Investment and financing activities not involving cash receipts and expenditure Transferring debts to capital Convertible corporate bond to mature within one year Leasing fixed assets through financing III.The information of net increase of cash and cash equivalent Balance of cash at the End of the period 441,509,529.30 471,346,311.99 Less: Balance of cash at the beginning of the period 471,346,311.99 466,002,406.17 Add: Balance of cash equivalent at the end of the period Less: Balance of cash equivalent at the beginning of the period Net increase of cash and cash equivalent -29,836,782.69 5,343,905.82 (2)Cash and cash equivalents Same period of the Items Report period previous year 441,509,529.30 471,346,311.99 I. Cash 2,194.95 35,211.46 Of which: Cash in stock Bank savings could be used at any time 257,966,904.97 297,336,788.95 Other monetary capital could be used at any time 183,540,429.38 173,974,311.58 Usable money in Central Bank Money saved in associated financial bodies Money from associated financial bodies II. Cash equivalents Of which: bond investment which will due in three months 441,509,529.30 471,346,311.99 III. Balance of cash and cash equivalents at the period end Notes :In the ending balance of monetary capital, the amount of security deposit for the bills with a term of more than three months is RMB 86,602,506.29. VI.Related parties and Related transactions 1.Parent Company of the Company 103 黄石东贝电器股份有限公司 2012 年年度报告 The Parent The Registe compan Parent Relat Regis red The ultimate Organizat Legal y of the compan Name ed Type tered represe Nature capital compan y of the controlling ion partie addre party of the Code ntative (RMB y’s compan s ss company ’0000) sharehol y’s vote ding ratio(%) ratio(%) Production Huangshi Paren Limit Yang Huangshi Dongbei and sales of Dongbei t ed Huan 24,184. Electromechanical Baicha refrigeratio 50.04 50.04 Electromecha 73683763-9 Com Com 00 Group Co., Ltd. gshi n compress nical Group pany pany ng ors Co., Ltd. 1. Subsidiary of the Company The The Parent Parent compa Register compa Type ny of Organiza Type of ed ny of Registe Legal the tion of capital the Full name of subsidiary subsidi red represe Nature compa Code Enter compa ary address ntative (RMB ny’s prise ny’s ’0000) shareh vote olding ratio( ratio( %) %) Huangshi Dongbei Control Limit Yang Production and sales Electromechanical ling ed Huangs 2,486.12 83.03 83.03 70681674-9 Baicha of solar energy water subsidi Com Group Solar Energy Co., hi ng heater ary pany Ltd. Production and sales of refrigeration Wuhu Abaur Control Limit Yang ling ed compressor , 5,000.00 75.00 75.00 78653614-7 Mechanical & subsidi Com Wuhu Baicha Electrical Co., Ltd.. ng Compressor and ary pany Electrical Organ casting Casting of small and Control Limit medium-sized cast Huangshi Dongbei ling ed Huangs Chen 3,281.41 51.28 51.28 17841625-7 Founry Co., Ltd. subsidi Com Baoping products, house ary pany hi renting and parking service. Sales of Refrigeration Compressor, Control Limit Huangshi Dongbei Refrigeration ling ed Wang USD International Trade Co., BVI Guhua Equipment and Parts , 100.00 100.00 100.00 subsidi Com Ltd. Photoelectric products ary pany and solar water heater ,etc. 3.Affiliated enterprise 104 黄石东贝电器股份有限公司 2012 年年度报告 Organization Code Name Relationship with the Company Affiliated enterprise Huangshi Aibo Property Co., Ltd. 55392272-6 Affiliated enterprise Hubei Jinling Precision Agriculture Co., Ltd. 55392325-1 Notes :The details of affiliated enterprise please see the Note 5 of the notes of the important items in Consolidated Financial Statements, Note 7 Investment in Affiliated enterprise. 4. Other related parties of the Company Organization Code Name Relationship with the Company Also controlled by Huangshi Dongbei Electromechanical 73911098-8 Huangshi Dongbei Refrigerating Co., Ltd. Group Co., Ltd. One of the shareholders of the parent Company Huangshi Huangshi Aibo Technology Co., Ltd. 79327755-1 Dongbei Electromechanical Group Co., Ltd. Wuhu Farici Investment Co., Ltd. Other related party 69896511-0 Hubei Xingdong Investment Co., Ltd. Other related party 58548062-7 One of the shareholders of the parent Company Huangshi Jiangsu Luoke Electrical Co., Ltd. 13730779-1 Dongbei Electromechanical Group Co., Ltd. Related party controlled Huangshi Chenxin Photoelectric Co., Ltd. 72578089-2 subsidiary Company Related party controlled Huangshi Dongbei New Energy Co., Ltd 58249444-1 subsidiary Company Related party controlled Huangshi Jinling Property Services Co., Ltd. 56831677-X subsidiary Company Related party controlled Wuhu Abaur Real estate Co., Ltd. 55781543-4 subsidiary Company Hubei Jinling Fine agricultural Linyang Co., Related party controlled 55971853-1 Ltd. subsidiary Company Related party controlled Huangshi Jinbei Dairy Co., Ltd. 05002047-2 subsidiary Company 5.Related transactions (1) Purchase goods and receiving services Type of related Accumulated amount in current period Name of related party Method transactions 105 黄石东贝电器股份有限公司 2012 年年度报告 Pricing policy Proportion and decision Amount % making procedures Huangshi Dongbei Refrigerating Compressor Market Purchase 4.09 Co., Ltd. parts 131,634,812.37 price Huangshi Dongbei Refrigerating Market Sales Compressor 0.48 Co., Ltd. 17,571,654.49 price Huangshi Dongbei Compressor Market Purchase 1.36 Electromechanical Group Co., Ltd. parts 43,860,119.32 price Huangshi Dongbei Compressor Market Sales 0.0051 Electromechanical Group Co., Ltd. parts 186,196.62 price Compressor Market Huangshi Aibo Technology Co., Ltd. Purchase 12.93 parts 416,507,931.10 price Market Huangshi Aibo Technology Co., Ltd. Sales Material 1.27 46,793,861.78 price Machine Market Huangshi Aibo Technology Co., Ltd. Sales 98.40 Equipment 22,047,275.88 price Compressor Market Jiangsu Luoke Electric Co., Ltd. Purchase 14.09 parts 453,969,540.76 price Compressor Market Jiangsu Luoke Electric Co., Ltd. Sales 0.0036 parts 132,144.32 price Market Jiangsu Luoke Electric Co., Ltd. Sales share transfer 100.00 133,471,600.00 price Commodity Market Huangshi Aibo Property Co., Ltd. Purchase 15,860,270.00 100.00 House price Agricultural Market Huangshi Jinbei Dairy Co., Ltd. Purchase 2,683,549.00 14.73 products price Hubei Jinling Fine Agriculture Co., Agricultural Market Purchase 1,834,454.00 10.07 Ltd. products price (2) Related Leasing Lease Basis for Lease Lease revenue Type of commen determining Lesson Lessee terminati Lease income impact on the asset lease cement lease on date company date income Market Huangshi Dongbei Huangshi Dongbei price when October October smaller Electromechanical Electrical Land lease 36,000.00 contract 2002 2052 Group Co., Ltd. Appliance Co., Ltd. being signed Market Huangshi Dongbei Huangshi Dongbei price when July Non-fixe Smaller Electrical Appliance Refrigerating Co., House lease 2,387,074.16 contract 2011 d term Co., Ltd. Ltd. being signed Market Huangshi Dongbei price when Huangshi Jinbei June June Smaller Electrical Appliance House lease 93,024.00 contract Dairy Co., Ltd. 2012 2015 Co., Ltd. being signed 106 黄石东贝电器股份有限公司 2012 年年度报告 Lease Basis for Lease Lease revenue Type of commen determining Lesson Lessee terminati Lease income impact on the asset lease cement lease on date company date income Market Huangshi Dongbei Huangshi Dongbei price when January January Smaller Electrical Appliance New Energy Co., House lease 102,600.00 contract 2013 2014 Co., Ltd. Ltd being signed Market Huangshi Dongbei Huangshi Dongbei price when Electromechanical January Non-fixe Smaller Refrigerating Co., House lease 1,944,000.00 contract Group Solar Energy 2009 d term Ltd. being Co., Ltd. signed Market Wuhu Abaur Mechani price when Jiangsu Luoke February February Smaller cal & Electrical Co.,L House lease 306,540.00 contract Electric Co., Ltd. 2011 2014 td. being signed Market Wuhu Abaur Mechani price when Wuhu Abaur Proper July June Smaller cal & Electrical Co.,L House lease 3,000.00 contract ty Co., Ltd. 2013 2015 td. being signed Market Wuhu Abaur Mechani Wuhu Farici price when July June Smaller cal & Electrical Co.,L Investment Co., House lease 7,200.00 contract 2013 2015 td. Ltd. being signed Notes 1: In October 2002, the Company signed Land Use Right Lease Agreement with Dongbei Electromechanical Group. Dongbei Electromechanical Group agreed to lease the land covering area of 15,963.04 square metres located at 5 Wuhuang Road, Tieshan District, Huangshi City to the Company for its use. The term of lease is 50 years. Notes 2: In July 2011, the Company leased the factory buildings in Huangshi Huangjinshan Industrial Park with floorage of 11976.48 square meters to Huangshi Dongbei Refrigeration Co., Ltd. for use. The contract does not specify the expiration date of lease. As agreed, this contract will be automatically extended upon its expiration in case both parties have no objection. Notes 3: In January 2009, Huangshi Dongbei Electromechanical Group Solar Energy Co., Ltd. leased the factory buildings in Dongbei Industrial Park (located at 5 Wuhuang Road, Tieshan District, Huangshi City, Hubei Province) with floorage of 18000 square meters to Huangshi Dongbei Refrigeration Co., Ltd. for use. The lease term specified in the contract is one year. As agreed, this contract will be automatically extended upon its expiration in case both parties have no objection. (4)Related Guarantee The details of affiliates guarantees please see Note 5 of the notes of the important items in consolidated financial 107 黄石东贝电器股份有限公司 2012 年年度报告 statements, Note16, short-term loans and Note 25, long-term loans. 6. Bewtween funds of related parties Ⅰ. Bewtween funds of related parties Balance at period Name Related parties Balance at period end beginning Account receivable Huangshi Dongbei Refrigerating Co., Ltd. 10,794,555.97 4,434,797.28 Account receivable Huangshi Aibo Technology Co., Ltd. 4,639,814.95 Huangshi Dongbei Electromechanical Prepayments 11,570,725.53 5,819,937.40 Group Co., Ltd. Prepayments Huangshi Dongbei Refrigerating Co., Ltd. 3,854,076.14 5,984,023.45 Prepayments Huangshi Dongbei New Energy Co., Ltd 3,971,000.00 Ⅱ. Spreadsheet of Accounts Receivable from related parties Balance at period Name Related parties Balance at period end beginning Huangshi Dongbei Refrigerating Co., Account payable 1,254,393.15 Ltd. Account payable Huangshi Aibo Technology Co., Ltd. 46,512,989.29 46,857,105.03 Account payable Jiangsu Luoke Electric Co., Ltd. 59,240,544.89 52,832,770.71 VII. Contingent events As of December 31, 2013, the Company did not have material contingent events to be disclosed. VIII.Commitments event As of December 31, 2013, no any significant commitment was made. IX. Events Occurring After the Balance Sheet Date. As of the report date, the Company did not have Future items balance sheet items to be disclosed. X. Other significant events On November 22, 2013, the second provisional Board of Directors of the company has examined and approved ―Proposal on Establishment of Subsidiary Invested in Wuhan Jiangxia District‖, and decided to set up a wholly owned subsidiary in Wuhan, with the registered capital of RMB 8 million. The relevant procedure is being conducted. XI. Notes to Main items of financial statements of parent company 1.Account receivables 108 黄石东贝电器股份有限公司 2012 年年度报告 (1)Classification of Accounts receivables Amount in year-end Book Balance Bad debt provision Type Amount Proportio Amount Proportio n(%) n(%) 1. Receivables with major individual amount and bad debt provision provided individually 733,533,031.0 26,599,845.5 2. Receivables provided bad debt provision in groups 100.00 3.63 0 9 733,533,031.0 26,599,845.5 Group 1(Account age Analysis ) 100.00 3.63 0 9 733,533,031.0 26,599,845.5 Subtotal of group 100.00 3.63 0 9 3. Account receivable with minor individual amount but bad debtprovision is provided 733,533,031.0 26,599,845.5 Total 100.00 3.63 0 9 Balance at period beginning Bad debt reserve Book balance Type Proporti Amount Proportio Amount on n(%) (%) 1. Receivables with major individual amount and bad debt provision provided individually 714,850,688.9 25,822,332.2 2. Receivables provided bad debt provision in groups 100.00 3.61 6 9 714,850,688.9 25,822,332.2 Group 1(Account age Analysis ) 100.00 3.61 6 9 714,850,688.9 25,822,332.2 Subtotal of group 100.00 3.61 6 9 3. Account receivable with minor individual amount but bad debt provision is provided Total 714,850,688.96 100.00 25,822,332.29 3.61 Notes 1: The accounts receivable with significant individual amount and appropriation of provisions for doubtful accounts individually, refers to the receivables of single amount beyond RMB5 million (including RMB5 million), if there is no depreciation after depreciation test made, the company shall appropriate provisions for doubtful accounts according to account age. Notes 2: The top five account receivables of the end of period added up to RMB438,326,690.17, 59.76 % of the total account In groups, the receivables status of provisions for doubtful accounts shall be appropriated according to aging analysis method. Account Amount at period end Amount at period beginning 109 黄石东贝电器股份有限公司 2012 年年度报告 age Bad debt Bad debt Proportion( Proportio Book balance reserve Book balance reserve %) n(%) Within 1 year 719,245,389.20 98.05 13,958,575.18 700,326,944.50 97.97 13,703,499.77 1-2 years 68,824.89 0.01 3,441.24 2,165,920.32 0.30 108,296.02 2-3 years 2,113,992.49 0.29 634,197.75 482,982.50 0.07 144,894.75 3-4 years 252,982.50 0.03 151,789.50 22,999.72 0.00 13,799.83 4-5 years Over 5 years 11,851,841.92 1.62 11,851,841.92 11,851,841.92 1.66 11,851,841.92 Total 733,533,031.00 100.00 26,599,845.59 714,850,688.96 100.00 25,822,332.29 (2)There are no receivables from any shareholders held over 5% (inclusive5%) voting shares of the Company. (3) Account receivable include the following foreign currency balances Foreign Year-end balance Year-beginning balance Currency of Exchange Original Name Original currency rate RMB equivalent currency Exchange rate RMB equivalent USD 11,884,756.66 6.0969 72,460,172.88 10,777,096.35 6.2855 67,739,439.12 Euro 3,185,679.81 8.4189 26,819,919.75 1,919,845.48 8.3176 15,968,506.77 Total —— —— 99,280,092.63 —— —— 83,707,945.89 2. Other receivables (1)Other Other receivables presented by types Amount at period end Bad debt reserve Book balance Type Proporti on of Amount Proportio Amount provisio n(%) n (%) 1. Receivables with major individual amount and bad debt provision provided individually 2. Receivables provided bad debt provision in groups 9,506,498.15 100.00 1,102,672.89 11.60 Group 1(Account age Analysis ) 9,506,498.15 100.00 1,102,672.89 11.60 Subtotal of group 9,506,498.15 100.00 1,102,672.89 11.60 3. Account receivable with minor individual amount but bad debt provision is provided Total 9,506,498.15 100.00 1,102,672.89 11.60 Type Balance at period beginning 110 黄石东贝电器股份有限公司 2012 年年度报告 Bad debt reserve Book balance Proporti on of Amount Proportio Amount provisio n(%) n (%) 1. Receivables with major individual amount and bad debt provision provided individually 2. Receivables provided bad debt provision in groups 10,858,144.02 100.00 989,175.17 9.11 Group 1(Account age Analysis ) 10,858,144.02 100.00 989,175.17 9.11 Subtotal of group 10,858,144.02 100.00 989,175.17 9.11 3. Account receivable with minor individual amount but bad debt provision is provided Total 10,858,144.02 100.00 989,175.17 9.11 Notes:The Other receivable with significant individual amount and appropriation of provisions for doubtful accounts individually, refers to the receivables of single amount beyond RMB3 million (including RMB3 million), if there is no depreciation after depreciation test made, the company shall appropriate provisions for doubtful accounts according to account age. In groups, other receivables status of provisions for doubtful accounts shall be appropriated according to aging analysis method. Amount at period end Amount at period beginning Account Bad debt Bad debt age Proportion( Book balance Proportion(%) reserve Book balance reserve %) Within 1 year 7,958,724.56 83.71 159,174.49 8,405,677.96 77.41 168,113.56 1-2 years 6,200.15 0.07 310.01 1,090,941.86 10.05 54,547.09 2-3 years 758,835.78 7.98 227,650.73 168,000.00 1.55 50,400.00 3-4 years 168,000.00 1.77 100,800.00 1,193,524.20 10.99 716,114.52 4-5 years 614,737.66 6.47 614,737.66 Total 9,506,498.15 100.00 1,102,672.89 10,858,144.02 100.00 989,175.17 (2)There are no other receivables from any shareholders held over 5%(includive5%) voting shares of the company. 111 黄石东贝电器股份有限公司 2012 年年度报告 3.Long-term Equity investment Percentage Percentage of Beginnin of the Accoun Ending the owned Impairme Cash Investme g balance voting Invested business ting Changes balance of shares of the nt dividends nt cost of the shares of method the period invested provision this period year the invested business (%) business(%) Huangshi Dongbei Cost 22,485,20 22,485,20 22,485,20 Electromechanical Group 83.03 83.03 method 2.90 2.90 2.90 Co., Ltd. Wuhu Abaur Mechanical & Cost 33,339,80 33,339,80 33,339,80 75.00 75.00 Electrical Co.,Ltd. Method 0.00 0.00 0.00 Dongbei International Trade Cost 6,821,274 6,821,274 6,821,274 100.00 100.00 Co.,Ltd. Method .70 .70 .70 —— 62,646,27 62,646,27 Total —— —— —— 7.60 7.60 112 黄石东贝电器股份有限公司 2012 年年度报告 4.Operating income and operating cost (1)Operating income Same period of the previous Items Report period year Main business income 3,297,066,497.91 2,977,443,528.39 Other business income 145,596,431.81 85,965,109.79 Total 3,442,662,929.72 3,063,408,638.18 (2)Operating cost Same period of the previous Items Report period year Main business cost 3,051,614,529.62 2,711,030,915.13 Other business cost 134,928,468.81 83,117,025.91 Total 3,186,542,998.43 2,794,147,941.04 (3) Main operating (Industry) Report period Same period of the previous year Name Income of Main Cost of Main Income of Main Cost of Main operation operation operation operation 3,297,066,497.9 3,051,614,529.6 2,977,443,528.3 2,711,030,915.1 Manufacturing 1 2 9 3 3,297,066,497.9 3,051,614,529.6 2,977,443,528.3 2,711,030,915.1 Total 1 2 9 3 (4) Main operating (Product) Report period Same period of the previous year Name Income of Main Cost of Main Income of Main Cost of Main operation operation operation operation Compressor 3,297,066,497.91 3,051,614,529.62 2,977,443,528.39 2,711,030,915.13 Total 3,297,066,497.91 3,051,614,529.62 2,977,443,528.39 2,711,030,915.13 (5) Main operating (Area) Report period Same period of the previous year Name Income of Main Cost of Main Income of Main Cost of Main operation operation operation operation 2,688,862,039.3 2,486,515,646.5 2,473,429,629.4 2,254,117,878.8 Domestic sales 1 0 7 2 Foreign sales 608,204,458.60 565,098,883.12 504,013,898.92 456,913,036.31 3,297,066,497.9 3,051,614,529.6 2,977,443,528.3 2,711,030,915.1 Total 1 2 9 3 Notes:The top five sales revenues of this period added up to RMB 1,662,061,761.19, 48.28% of the total sales revenues. 5. Supplement Information of Cash flow statement 113 黄石东贝电器股份有限公司 2012 年年度报告 Same period of the Items Report period previous year I.Adjusting net profit to net cash flow in operating activities Net profit 19,355,858.73 23,972,934.93 Add: Asset devaluation reserve provided 891,011.02 3,767,861.66 Fixed assets depreciation,Oil and gas depreciation, Produce 57,929,382.25 61,003,532.44 matter depreciation Amortization of intangible assets 1,135,595.61 1,054,610.05 Amortization of long-term expenses to be amortized The loss from the disposal of fixed assets, intangible assets 21,162,783.91 8,107,124.85 and other long-term assets Loss from scrapping of fixed assets Loss from fair change Financial expenses 28,431,296.67 38,321,413.09 Investment loss Decrease of deferred tax assets 775,834.90 -137,587.67 Increase of deferred tax Liabilities Decrease of inventories -82,739,883.51 -53,657,729.75 Decrease of operating accounts receivable 97,699,952.46 -56,965,965.16 Increase of operating accounts payable -141,169,986.63 241,027,293.05 Other Net cash flow generated from operating activities 3,471,845.41 266,493,487.49 II.Investment and financing activities not involving cash receipts and expenditure Transferring debts to capital Convertible corporate bond to mature within one year Leasing fixed assets through financing III、Net increase of cash and cash equivalent Balance of cash at the end of the period 247,510,121.61 239,540,473.29 Less: Balance of cash at the beginning of the period 239,540,473.29 268,515,094.18 Add: Balance of cash equivalent at the end of the period Less: Balance of cash equivalent at the beginning of the period Net increase of cash and cash equivalent 7,969,648.32 -28,974,620.89 Notes : In the ending balance of monetary capital, the amount of security deposit for the bills with a term of more than three months is RMB32,148,749.69. 114 黄石东贝电器股份有限公司 2012 年年度报告 XII. Supplement Information 1. Non-recurring gains and losses of current year (1)Calculation of non-recurring gains and losses below, in accordance with No.1, Information Disclosure interpretative Bulletin for public offering of securities of enterprises , namely non-recurring gains and losses (Version of 2008), China securities Regulatory Commission Announcement {2008} No.43 } Issued by China securities regulatory commission. Items Amount Notes 1.Gain/loss form disposal of non-current assets and Provision for impairment of 31,109,041.33 assets including the preparation of the write-off part . 2.Tax refund, deduction and exemption that is examined and approved by authority exceeding or has no official approval document. 3.Governmental Subsidy accounted as current gain/loss, except for those subsidies at with amount or quantity fixed by the national government and closely related to 8,607,485.00 the Company’s business operation. 4.Capital occupation fee collected from non-financial organizations and accounted 393,827.10 as current gain/loss. 5.Income from the exceeding part between investment cost of the Company paid for obtaining subsidiaries, associates and joint-ventures and recognizable net assets fair value attributable to the Company when acquiring the investment 6.Gains and losses from exchange of non-non-monetary assets 7.Gains and losses from assets under trusted investment or Management 8.Asset impairment provisions for force major such as natural disasters 9.Gain/loss from debt reorganization 10.Enterprise reorganization expenses, such as payment to stuff placement and consolidation expenses 11.Gain/loss from trades obviously departed from fair value 12.Net gain/loss of current term from consolidation of subsidiaries under common control from beginning of term to the consolidation date 13.Gain/loss from debt forecasting without connection to the main business operation 14.In addition to normal business with the company effective hedging related business, holders of tradable financial assets, transactions and financial liabilities arising from changes in fair value gains and losses, as well as the disposal of trading of financial assets, trading financial liabilities and available-for-sale financial assets gains return on investment; 15.Single impairment test for impairment of receivables transferred back to preparation 16.Gains and losses obtained from external trusted loans 17.The use of fair value measurement model of follow-up to the fair value of real estate investment gains and losses arising from changes 18.According to tax, accounting and other laws, regulations, the requirements of the current Gain/loss for a one-time adjustment of the impact of the current Gain/loss; 115 黄石东贝电器股份有限公司 2012 年年度报告 Items Amount Notes 19.Entrusted with the operating of the trust to obtain fee income 20.Other non-operating income and expenditure except for the aforementioned 6,722,899.04 items 21.Other non-recurring Gains/loss items 22.Amount of influence of minority interests -200,396.48 23.Amount of influence of income tax -7,024,987.88 Total 39,607,868.11 (2) The item and reason of recurrent profit and loss in the government grants accounted in current profit and loss: Items Amount Reason As per the relevant laws and Levy-refund VAT 2,929,243.62 regulations of taxes 2.Return on equity and earnings per share (1)For this year Earnings per share Weighted average Profit of the reporting period return on equity Diluted Basic earnings (%) earnings per per share share Net profit attributable to shareholders of parent company 11.03 0.399 0.399 Net profit attributable to shareholders of parent company 6.37 0.231 0.231 after deduction of non-current gains and losses (2)For last year Earnings per share Weighted average Profit of the reporting period return on equity Diluted Basic earnings (%) earnings per per share share Net profit attributable to shareholders of parent company 8.89 0.258 0.258 Net profit attributable to shareholders of parent company 8.57 0.248 0.248 after deduction of non-current gains and losses 3.Abnormal items of main financial statements and reasons for abnormality. (1)Balance sheet At the balance sheet, no significant contingencies need to be disclosed. (2)Profit Statement Amount at Amount at Amount of Magnitude of Items period Notes period end change change% beginning Investment income 53,619,106.25 -948,147.10 54,567,253.35 -5755.15 Notes 1 116 黄石东贝电器股份有限公司 2012 年年度报告 Financial expenses 45,573,451.97 72,505,144.46 -26,931,692.49 -37.14 Notes 2 Income tax expenses 36,499,635.08 11,926,562.60 24,573,072.48 206.04 Notes 1 Note 1: The main reason of the investment incomes and the income tax expenses greatly increasing in this period is that an increase of disposal income produced by the second subsidiary of Wuhu Abaur Mechanical & Electrical Co.,Ltd. selling the equity, and accounted into the corresponding payable income tax of enterprise. Note 2: The main reason of the financial expenses significantly reducing in this period is that the company has greatly used the lower interest of foreign loans after the analysis of international change in exchange rate in this period, to result in the significant decrease of bill discounted and interest expenses. XIII. Approval of the financial statement The financial statement have been approved by the board of directors of the Company in April 24, 2014.Based on the articles of association , the financial statements would be submitted to General Shareholders meeting . Huangshi Dongbei Electrical Appliance Co., Ltd. April 24, 2014 117