青岛海尔：2018年年度报告（英文版）.PDF

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1、2018 Annual Report of Qingdao Haier Co., Ltd. 2018 Annual Report of Qingdao Haier Co., Ltd. Importance Notice I. The Board of Directors, the Board of Supervisors, directors, supervisors and senior management of Qingdao Haier Co., Ltd. (“the Company”) hereby assure that the content set out in the ann

2、ual report is true, accurate and complete, and free from any false record, misleading representation or material omission, and are individually and collectively responsible for the content set out therein. II. Information of Directors absent from the meeting. Position of director absent from the mee

3、ting Name of director absent from the meeting Reason for the absence of director from the meeting Name of proxy Director Liu Haifeng Personal affair Wu Changqi III. Shandong Hexin Certified Public Accountants LLP has issued a standard and unqualified audit report for the Company. IV. Liang Haishan (

4、legal representative of the Company), Gong Wei (chief financial officer of the Company) and Ying Ke (the person in charge of accounting department) hereby certify that the financial report set out in the annual report is true, accurate and complete. V. Proposal of profit distribution and proposal of

5、 capitalizing capital reserves for the reporting period examined and reviewed by the Board Proposal of profit distribution for the reporting period examined and reviewed by the Board: to declare a cash dividend of RMB3.51 per 10 shares (tax inclusive) to all shareholders based on the total number of

6、 shares as at the registration date in respect of future proposal for profit distribution. VI. Disclaimer in respect of forward-looking statements Application Not applicable Forward-looking statements such as future plans, development strategies as set out in this report do not constitute the Compan

7、ys substantial commitment to investors. Investors are advised to pay attention to investment risks. VII. Is there any fund occupation by controlling shareholders and their related parties for non-operational purposes? No 2018 Annual Report of Qingdao Haier Co., Ltd. VIII. Is there any provision of e

8、xternal guarantee in violation of prescribed decision-making procedures? No IX. Important Risk Warnings For the possible risks which the Company may encounter, please refer to the relevant information set out in the Section of DISCUSSION AND ANALYSIS ON OPERATIONS in this report. X. Others Applicati

9、on Not application Chairman: Liang Haishan Qingdao Haier Co., Ltd. 29 April 2019 （Note: This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.） 2018 Annual Report of Qingdao Haier

10、Co., Ltd. Contents SECTION I DEFINITIONS . 1 SECTION II GENERAL INFORMATION OF THE COMPANY AND KEY FINANCIAL INDICATORS . 3 SECTION III SUMMARY OF THE COMPANYS BUSINESS . 9 SECTION IV DISCUSSION AND ANALYSIS ON OPERATIONS . 17 SECTION V SIGNIFICANT EVENTS . 47 SECTION VI CHANGES IN ORDINARY SHARES A

11、ND INFORMATION ABOUT SHAREHOLDERS . 89 SECTION VII RELEVANT INFORMATION OF PREFERRED SHARES . 98 SECTION VIII DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES . 100 SECTION IX CORPORATE GOVERNANCE . 111 SECTION X RELEVANT INFORMATION ON CORPORATE BONDS . 121 SECTION XI RESPONSIBILITY STATEMEN

12、T . 124 SECTION XII FINANCIAL REPORT . 125 SECTION XIII DOCUMENTS AVAILABLE FOR INSPECTION . 329 2018 Annual Report of Qingdao Haier Co., Ltd. 1 / 333 SECTION I DEFINITIONS I. Definitions Unless otherwise stated in context, the following terms should have the following meanings in this report: Defin

13、ition of frequently used terms CSRC China Securities Regulatory Commission MOFCOM Ministry of Commerce of the PRC SSE Shanghai Stock Exchange The Company, Qingdao Haier Qingdao Haier Co., Ltd. Four Major Securities Newspapers China Securities Journal, Shanghai Securities News, Securities Times, Secu

14、rities Daily Haier Electrics, 1169 Haier Electronics Group Co., Ltd. (a company listed in Hong Kong, stock code: 01169.HK) GEA GE Appliances, Household Appliance Assets and Business of General Electric FPA Fisher & Paykel Appliances Holdings Limited (Chinese Name:斐雪派克) was established in 1934 and is

15、 known as the national appliance brand of New Zealand, the global top-level kitchen appliance brand and the famous luxury brand of the world. It has products including ventilator, gas stove, oven, dishwasher, microwave oven, freezer, washing machine, clothes dryer and etc. Its business covers over 5

16、0 countries/regions across the world. The Company completed the acquisition of 100% equity interest in Haier New Zealand Investment Holding Company Limited on July 2018, and FPA became a wholly-owned subsidiary of the Company. CMM China Market Monitor Co., Ltd., established in 1994, has been focusin

17、g on research on retail sales in China consumption market for a long term and is the nationally recognized market research institute in terms of appliance area. Euromonitor Euromonitor, established in 1972, is the leading strategic market information supplier and owns over 40 years of experience in

18、respect of publishing market report, commercial reference data and on-line database. They create data and analysis on thousands of products and services around the world. All view cloud All view cloud (AVC) is a big data integrated solution provider perpendicular to the smart home field, providing e

19、nterprises with big data information services, regular data information services and special data services. 2018 Annual Report of Qingdao Haier Co., Ltd. 2 / 333 IEC The International Electrotechnical Commission. Founded in 1906, it is the worlds first organization for the preparation and publicatio

20、n of international electrotechnical standardization and is responsible for international standardization for electrical engineering and electronic engineering. The goals of the commission include: to effectively meet the needs of the global market; to ensure that the standards and conformity assessm

21、ent programs are applied globally in a prioritized manner and to the greatest extent; to assess and improve the quality of products and services involved in its standards; to create conditions for the common use of complicated systems; to improve the effectiveness of the industrialization process; t

22、o improve human health and safety, and to protect the environment. 11 Interconnected Factories Shenyang Refrigerator Interconnected Factory, Foshan Front-Loading Washing Machine Interconnected Factory, Zhengzhou Air-conditioner Interconnected Factory, Qingdao Mold Interconnected Factory, Qingdao Wat

23、er Heater Interconnected Factory, Qingdao FPA Electrical Machine Interconnected Factory, Jiaozhou Air-Conditioner Interconnected Factory, Huangdao Central Air-Conditioner Interconnected Factory, Huangdao Smart Kitchen Appliance Range Hood Interconnected Factory, Huangdao Smart Kitchen Appliance Stov

24、e Interconnected Factory, Qingdao Front-Loading Washing Machine Interconnected Factory “5+7+N” smart full-scene customized full set program 5 refers to five physical spaces where Haier keeps upgrading, including smart living room, smart kitchen, smart bathroom, smart bedroom and smart balcony. 7 rep

25、resents seven whole-house solutions, namely whole-house air, whole-house water, whole-house cleansing and maintenance, whole-house security, whole-house interaction, whole-house health and whole-house internet, while N refers to variables, i.e. users may customize their own smart living scene freely

26、 based on their living habit, realizing unlimited possibilities. Model of RenDanHeYi Ren means staff; Dan means the need of users, rather than the orders, the English word of Dan, in narrow sense. The RenDanHeYi Model encourages the integration of staff with users, and win-win means to realize every

27、 employees value while creating value for users. IEEE The Institute of Electrical and Electronics Engineers, an international association of electronic technology and information science engineers, is currently the largest non-profit professional technology society in the world. It is committed to t

28、he development and research of electrical, electronic, computer engineering and science-related fields, and has now developed into an international academic organization with great influence in terms of the fields of space, computer, telecommunications, biomedicine, power and consumer electronics. 2

29、018 Annual Report of Qingdao Haier Co., Ltd. 3 / 333 SECTION II GENERAL INFORMATION OF THE COMPANY AND KEY FINANCIAL INDICATORS I. Information of the Company Chinese Name 青岛海尔股份有限公司 Chinese Short Name 青岛海尔 English Name QINGDAO HAIER CO.,LTD. English Short Name HAIER Legal representative Liang Haisha

30、n II. Contact Person and Contact Information Secretary to the Board Representative of securities affairs IR Name Ming Guozhen Liu Tao Sophie (孙瑶) Address Department of Securities of Qingdao Haier Co., Ltd. Haier Information Industrial Park, No.1 Haier Road, Qingdao City Department of Securities of Q

31、ingdao Haier Co., Ltd. Haier Information Industrial Park, No.1 Haier Road, Qingdao City Haier Deutschland GmbH, Hewlett-Packard-Str. 4, 61352 Bad Homburg, Germany Tel 0532-88931670 0532-88931670 +49 160 9469 3601 (Germany) Fax 0532-88931689 0532-88931689 / Email y.sunhaier.de III. Summary of the Gen

32、eral Information Registered address Haier Industrial Park, Laoshan District, Qingdao City Postal code 266101 Business address Haier Information Industrial Park, Laoshan District, Qingdao City Postal code 266101 Website http:/ Email IV. Place for Information Disclosure and Deposit Designated newspape

33、r for information disclosure Shanghai Securities News, Securities Times, China Securities Journal, Securities Daily 2018 Annual Report of Qingdao Haier Co., Ltd. 4 / 333 Website for publishing of annual report as designated by the CSRC ; www.degap.de Deposit place of annual report Department of Secu

34、rities of Qingdao Haier Co., Ltd. Haier Information Industrial Park, No.1 Haier Road, Qingdao City V. Summarized Information of Shares of the Company Summarized Information of Shares of the Company Type of Shares Stock Exchange of Shares Listed Stock Short Name Stock Code Stock Short Name Before Var

35、iation A shares Shanghai Stock Exchange Qingdao Haier 600690 / D shares Frankfurt Stock Exchange QINGDAO HAIER 690D / VI. Other Related Information Accounting firm engaged by the Company (domestic) Name Shandong Hexin Certified Public Accountants LLP Business address 26th 27th Floor, Century Buildin

36、g, No.39 Donghai Road West, Qingdao City Name of signing accountant Wang Hui （王晖）, Wang Lin (王琳) Sponsor responsible for continuing supervision during the reporting period Name China International Capital Corporation Limited Business address 27th & 28th Floor, China World Tower 2, No. 1 Jianguomenwa

37、i Avenue, Beijing Name of signing sponsors Sun Lei （孙雷）, Li Yang （李扬） Period of continuing supervision 18 January 2019 to 31 December 2020 Financial advisor responsible for continuing supervision during the reporting period Name China International Capital Corporation Limited Business address 27th &

38、 28th Floor, China World Tower 2, No. 1 Jianguomenwai Avenue, Beijing Name of signing representative of financial advisor Hu Xiaojun （胡霄俊）, Li Yang （李扬） Period of continuing supervision 12 January 2017 to 31 December 2018 Notes: （1）Financial advisor is responsible for continuing supervision during t

39、he reporting period: On 12 January 2017, the Company issued the Report on the Execution of Acquisition of Significant Assets by 2018 Annual Report of Qingdao Haier Co., Ltd. 5 / 333 Qingdao Haier Co., Ltd., according to which, the acquisition of significant assets related to the acquisition of the a

40、ppliance business of General Electric had been completed. As the financial advisor for this acquisition of significant assets, China International Capital Corporation Limited will carry out continuing supervision on the Company during the continuing supervision period. （2）Sponsor is responsible for

41、continuing supervision: During the reporting period, the Company had an issuance of convertible bonds, and the Haier Convertible Bonds were listed on 18 January 2019. China International Capital Corporation Limited, as the sponsor of such issue, is responsible for continuing supervision for the rema

42、ining time of the year of listing and the following whole fiscal year. VII. Key accounting data and financial indicators for the last three years (I) Key accounting data Unit and Currency: RMB Key accounting data 2018 2017 yoy change (%) 2016 After adjustment Before adjustment Operating revenue 183,

43、316,560,236.03 163,428,825,488.56 159,254,466,909.46 12.17 119,132,261,662.60 Net profit attributable to shareholders of the listed company 7,440,228,855.90 6,907,629,188.39 6,925,792,321.27 7.71 5,041,782,280.78 Net profit after deduction of non-recurring profit or loss attributable to shareholders

44、 of the listed company 6,601,505,599.79 5,624,061,708.46 5,624,061,708.46 17.38 4,332,453,050.07 Net cash flow from operating activities 18,934,252,899.16 16,703,785,279.98 16,086,588,028.31 13.35 8,135,878,351.88 As of 31 December 2018 As of 31 December 2017 yoy change (%) As of 31 December 2016 Af

45、ter adjustment Before adjustment Net assets attributable to shareholders of the listed company 39,402,350,791.68 33,299,583,555.63 32,215,515,201.45 18.33 26,438,188,226.56 Total assets 166,699,544,243.79 157,164,345,812.30 151,463,110,707.63 6.07 131,469,157,348.79 (II) Key financial indicators Key

46、 financial indicators 2018 2017 yoy change (%) 2016 After adjustment Before adjustment Basic earnings per share (RMB per share) 1.210 1.133 1.136 6.80 0.827 2018 Annual Report of Qingdao Haier Co., Ltd. 6 / 333 Diluted earnings per share (RMB per share) 1.182 1.085 1.088 8.94 0.824 Basic earnings pe

47、r share after deducting non-recurring profit or loss (RMB per share) 1.074 0.922 0.922 16.49 0.71 Weighted average return on net assets (%) 21.00 22.89 23.59 Decreased by 1.89 percent point 20.38 Weighted average return on net assets after deducting non-recurring profit or loss (%) 18.63 19.15 19.15

48、 Decreased by 0.52 percent point 17.56 Explanation of the key accounting data and financial indicators of the Company as at the end of the reporting period for the previous three years Applicable Not applicable VIII. Differences in accounting data under domestic and overseas accounting standards (I)

49、 Differences in net profit and net asset attributable to shareholders of listed company in financial report disclosed simultaneously according to international accounting standards and according to China Accounting Standards(CAS) Applicable Not applicable (II) Differences in net profit and net asset

50、 attributable to shareholders of listed company in financial report disclosed simultaneously according to overseas accounting standards and according to China Accounting Standards(CAS) Applicable Not applicable (III) Reasons for the difference between the domestic and overseas accounting standards: