虹美菱B：2018年年度报告（英文版）.PDF

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1、 CHANGHONG MEILING CO.,LTD. Annual Report 2018 长虹美菱股份有限公司长虹美菱股份有限公司 CHANGHONG MEILING CO., LTD. 二一八年年度报告二一八年年度报告 Annual Report 2018 CHANGHONG MEILING CO.,LTD. Annual Report 2018 1 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, superviso

2、rs and senior executives of Changhong Meiling Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the rea

3、lity, accuracy and completion of the whole contents. Mr. Li Wei, Chairman of the Company, Mr. Pang Haitao, person in charge of accounting work and Mr. Luo Bo, person in charge of accounting organ (accountant in charge) hereby confirm that the Financial Report of 2018 Annual Report is authentic, accu

4、rate and complete. The Company did not have directors, supervisors and senior executives of the Company could not guarantee the reality, accuracy and completion of the whole contents or have objections. All the directors attended the board meeting on deliberating the Report on site and by communicat

5、ion. Modified audit opinions notes Applicable Not applicable Shine Wing Certified Public Accountants Co., Ltd. (LLP) issued standard unqualified Auditors Report for the Companys Financial Report of 2018. Major defects in internal control Applicable Not applicable The Company had no major defects in

6、internal control in the reporting period. Risk warning of concerning the forward-looking statements with future planning involved in annual report Applicable Not applicable Concerning the forward-looking statements with future planning involved in the Report, they do not constitute a substantial com

7、mitment for investors, investors and the person concerned should maintain adequate risk awareness, furthermore, differences between the plans, forecast and commitments should be comprehended. Investors are advised to exercise caution of investment risks. Investors are advised to read the full text o

8、f annual report, and pay particular attention to the following risk factors. More details about the possible risks and countermeasures in the operation of the Company are described in the report “IX. Prospects for the future development of the company” of “Section IV. Analysis and discussion of the

9、operation”, investors are advised to read the relevant content. Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website () are the media for information disclosure for year of 2019 that appointed by the Company. All public information under the name of the Company d

10、isclosed on the above said CHANGHONG MEILING CO.,LTD. Annual Report 2018 2 media and website shall prevail, and investors are advised to exercise caution. Does the Company need to comply with disclosure requirements of the special industry: no Profit distribution pre-plan or capitalizing of common r

11、eserves pre-plan deliberated by the Board in the reporting period Applicable Not applicable Whether has capitalizing of common reserves carried out Yes No The profit distribution plan for year of 2018, that deliberated and approved by 20th session of the 9th BOD was: take total shares of 1,044,597,8

12、81 shares as base dated 31 December 2018, distributed 0.6 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, no share bonus issued and no capitalizing of common reserves carried out. Directors and senior executives of the Company respectively signed Written Confirmation O

13、pinions for 2018 Annual Report. Supervisory Committee of the Company formed Written Examination Opinions for 2018 Annual Report. CHANGHONG MEILING CO.,LTD. Annual Report 2018 3 Contents Section I. Important Notice, Contents and Paraphrase . 1 Section II Company Profile and Main Financial Indexes . 5

14、 Section III. Summary of Company Business . 12 Section IV. Discussion and Analysis of the Operation . 21 Section V. Important Events . 59 Section VI. Changes in shares and particular about shareholders . 162 Section VII. Preferred Stock . 172 Section VIII. Particular about Directors, Supervisors, Se

15、nior Executives and Employees . 173 Section IX. Corporate Governance . 189 Section X. Corporate Bond . 205 Section XI. Financial Report . 206 Section XII. Documents available for Reference . 367 CHANGHONG MEILING CO.,LTD. Annual Report 2018 4 Paraphrase Items Refers to Contents Company, The Company,

16、 Meiling Electric or Changhong Meiling Refers to CHANGHONG MEILING CO.,LTD. Sichuan Changhong or controlling shareholder Refers to Sichuan Changhong Electric Co., Ltd. Changhong Group Refers to Sichuan Changhong Electronics Holding Group Co., Ltd. Hong Kong Changhong Refers to CHANGHONG (HK) TRADING

17、 LIMITED Meiling Group Refers to Hefei Meiling Group Holdings Limited Industry Investment Group Refers to Hefei Industry Investment Holding (Group) Co., Ltd. Shine Wing Refers to Shine Wing Certified Public Accountants (LLP) Changhong Air-conditioner Refers to Sichuan Changhong Air-conditioner Co.,

18、Ltd. Zhongke Meiling Refers to Zhongke Meiling Cryogenic Technology Co., Ltd. Jiangxi Meiling Refers to Jiangxi Meiling Electric Appliance Co., Ltd. Changhong Ridian Refers to Guangdong Changhong Ridian Technology Co., Ltd. Zhongshan Changhong Refers to Zhongshan Changhong Electric Co., LTD Changmei

19、 Technology Refers to Changmei Technology Co., Ltd. Changhong Huayi Compressor Refers to Changhong Huayi Compressor Co., Ltd. Meiling CANDY Refers to Meiling CANDY Washing Machine Co., Ltd. CSRC Refers to China Securities Regulatory Commission Anhui Securities Bureau Refers to China Securities Regul

20、atory Commission, Anhui Province Securities Regulatory Bureau SSE Refers to Shenzhen Stock Exchange CHANGHONG MEILING CO.,LTD. Annual Report 2018 5 Section II Company Profile and Main Financial Indexes I. Company profile Short form of the stock MEILINGDIANQI, WANMEILING-B Stock code 000521, 200521 S

21、hort form of the Stock after changed (if applicable) Changhong Meiling, Hongmeiling B Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 长虹美菱股份有限公司 Short form of the Company (in Chinese) 长虹美菱 Foreign name of the Company (if applicable) CHANGHONG MEILING CO.,LTD. Abbr

22、. of English name of the Company (if applicable) CHML Legal representative Li Wei Registrations add. No. 2163, Lianhua Road, Economic and Technology Development Zone, Hefei Code for registrations add 230601 Offices add. No. 2163, Lianhua Road, Economic and Technology Development Zone, Hefei Codes fo

23、r office add. 230601 Website http:/ E-mail II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Xia Zhu Wenjie Contact add. No. 2163, Lianhua Road, Economic and Technology Development Zone, Hefei No. 2163, Lianhua Road, Economic and Technology Development Zone, Hefei Tel

24、. 0551-62219021 0551-62219021 Fax. 0551-62219021 0551-62219021 e-mail III. Information disclosure and preparation place Newspaper appointed for information Securities Times, China Securities Journal, Hong Kong CHANGHONG MEILING CO.,LTD. Annual Report 2018 6 disclosure Commercial Daily Website for an

25、nual report publish appointed by CSRC Juchao website: http:/ Preparation place for annual report Room of secretary of the Board, 2/F , administrative center, Office building of the Company IV. Registration changes of the Company Organization code Uniform social credit code: 9134000014918555XK Change

26、s of main business since listing (if applicable) No changes Previous changes for controlling shareholders (if applicable) 1. In October 1993, after initial listing, controlling shareholder of the Company- Hefei Meiling Industrial Corp. (renamed as Hefei Meiling Group Co., dated 23 May 1994), executi

27、ng controlling rights of the Company and management right of the state-owned assets on behalf of Hefei State-owned Assets Management Office, named at that time; 2. From November 1997 to May 2003, controlling shareholder of the Company was Hefei Meiling Group Holding Co., Ltd. (established base on fo

28、rmer Meiling Group Co., “Meiling Group” for short), an enterprise solely owned by the State; mainly operating the state-owned capital in authorized from State-owned Assets Management Commission of Hefei City, ensuring the maintenance and appreciation of state-owned assets; 3. On 29 May 2003, Meiling

29、 Group entered into “Equity Transfer Agreement” with Shunde GreenKel Enterprise Development Co., ltd. (“GreenKel”), the 82,852,683 state-owned shares held by the Company was transfer to GreenKel. After transferring, GreenKel comes to the first largest shareholder of the Company. 4. According to the

30、spirit of “Bulletin of Treatment Opinions on GreenKel Company purchasing State-owned Assets Shares of Listed Company” (GZFCQ2006 No.: 44) jointly issued from SASAC and Ministry of Finance in April 2006, Meiling Group took back the Meiling Electric 82,852,683 shares from GreenKel by procedures, which

31、 has been transferred. In September 2006, relevant equity transfer agreement signed between the Meiling Group and GreenKel is invalid, which was confirmed by the “Award” (2006) HZZ No.: 104) issued from arbitration commission of Hefei; the state-owned legal persons 82,852,683 shares, held by GreenKe

32、l, should return to Meiling Electric, and relevant equity consideration will pay to GreenKel by Meiling Group . On 29 December 2006, the 82,852,683 shares of Meiling Electric were transfer to Meiling Group by GreenKel, and Meiling Group becomes the controlling shareholder of Meiling Electric again.

33、5. On 18 May 2006 and 11 January 2007, Meiling Group entered into “Equity Transfer Agreement of Meiling Electric” and “Supplementary CHANGHONG MEILING CO.,LTD. Annual Report 2018 7 Agreement of Equity Transfer of Meiling Electric” respectively with Sichuan Changhong and Changhong Group, among the 12

34、3,396,375 shares held by Meiling Group, 82,852,683 shares were transferred respectively to Sichuan Changhong and Changhong Group according to the transfer way regulated in agreement; of this transferring, 45,000,000 shares (10.88% of total share capital of the Company) were transferred to Sichuan Ch

35、anghong, the first largest shareholder of the Company while 37,852,683 shares (9.15% of total share capital of the Company) were transferred to Changhong Group, the third largest shareholder of the Company. 6. On 29 October 2008, Changhong Group and Sichuan Changhong entered into “Equity Transfer Ag

36、reement of Hefei Meiling Co., Ltd.”, the 32,078,846 restricted circulations A shares of Meiling Electric held by Changhong Group were transferred by agreement to Sichuan Changhong. On 23 December 2008, the aforesaid equity transfer was approved by “Reply on Matters of Equity held by State-owned Shar

37、eholders of Hefei Meiling Co., Ltd.” (GZCQ(2008) No.: 1413) from SASAC; on 21 January 2009, the aforesaid transfer was registered for ownership transfer in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. With this, the first majority shareholder of the Company comes

38、to Sichuan Changhong. 7. Ended as 31 December 2018, Sichuan Changhong and its concerted action Changhong HK totally holds 279,200,104 shares of the Company, a 26.73% in total share capital of the Company; Sichuan Changhong directly holds 246,301,524 A-share of the Company, a 23.58% in total share ca

39、pital of the Company while Changhong HK holds circulation B-share of the Company amounting as 32,898,580 shares, a 3.15% in total share capital of the Company. 8. Ended as 27 March 2019, Sichuan Changhong and its concerted action Changhong HK totally holds 281,832,434 shares of the Company, a 26.98%

40、 in total share capital of the Company; Sichuan Changhong directly holds 248,457,724 A-share of the Company, a 23.79% in total share capital of the Company while Changhong HK holds circulation B-share of the Company amounting as 33,374,710 shares, a 3.19% in total share capital of the Company. V. Ot

41、her relevant information (I) CPA engaged by the Company Name of CPA Shine Wing Certified Public Accountants (LLP) Offices add. for CPA 8/F, Block A, Fu Hua Mansion No.8 Chao Yang Men Bei da jie, Dong Cheng District, Beijing, P.R.C Signing Accountants Li Xifu, Xia Cuiqiong CHANGHONG MEILING CO.,LTD.

42、Annual Report 2018 8 (II) Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable (III) Financial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable VI. Main ac

43、counting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data Yes No 2018 2017 Changes over last year 2016 Operating income (RMB) 17,490,174,950.01 16,797,436,757.36 4.12% 12,526,710,867.49 Net profit attributable to shareholders of the listed

44、company (RMB) 38,658,256.97 32,473,204.92 19.05% 220,216,680.96 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) -3,142,791.01 -97,705,959.02 96.78% 158,461,015.10 Net cash flow arising from operating activities (RMB) -220,560,615.36

45、-551,501,994.74 60.01% 985,390,895.63 Basic earnings per share (RMB/Share) 0.0370 0.0311 18.97% 0.2717 Diluted earnings per share (RMB/Share) 0.0370 0.0311 18.97% 0.2717 Weighted average ROE 0.77% 0.64% 0.13 percent point increase 5.77% End of 2018 End of 2017 Changes over end of last year End of 20

46、16 Total assets (RMB) 15,561,810,184.54 15,961,511,966.81 -2.50% 12,507,567,310.84 Net assets attributable to shareholder of listed company (RMB) 5,015,730,486.57 5,051,066,095.31 -0.70% 5,095,160,291.91 CHANGHONG MEILING CO.,LTD. Annual Report 2018 9 The cause of the accounting policy change and ac

47、counting error correction Applicable Not applicable Whether have corporate bonds or not Yes No VII. Accounting data difference under domestic and foreign accounting standards (I) Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Stand

48、ards) and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable The Company has no difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) in

49、 reporting period. (II) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable In RMB Net profit attributable to shareholders of listed company Net assets att

50、ributable to shareholders of listed company Amount in this period Amount in last period Amount at period-end Amount at period-begin Chinese GAAP 38,658,256.97 32,473,204.92 5,015,730,486.57 5,051,066,095.31 Items and amount adjusted by foreign accounting rules Foreign accounting rules 38,658,256.97