皖美菱Ｂ：2016年年度报告（英文版）.PDF

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1、 合肥美菱股份有限公司合肥美菱股份有限公司 HEFEI MEILING CO.,LTD.二一六年年度报告二一六年年度报告 Annual Report 2016 HEFEI MEILING CO.,LTD.Annual Report 2016 1 Section I.Important Notice,Contents and Paraphrase Board of Directors,Supervisory Committee,all directors,supervisors and senior executives of Hefei Meiling Co.,Ltd.(hereinafter

2、 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 reality,accuracy and completion of the whole contents.Mr.Liu Tibin,Chairman o

3、f the Company,Mr.Zhang Xiaolong,person in change of accounting work and Mr.Luo Bo,person in charger of accounting organ(accountant in charge)hereby confirm that the Financial Report of 2015 Annual Report is authentic,accurate and complete.The Company did not have directors,supervisors and senior exe

4、cutives 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 Annual Report in both ways of site and communication.Modified audit opinions notes Applicable Not applicable Shine

5、Wing Certified Public Accountants Co.,Ltd.(LLP)issued standard unqualified Auditors Report for the Companys Financial Report of 2016 Major defects in internal control Applicable Not applicable The Company had no major defects in internal control in the reporting period.Risk warining of concerning th

6、e 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 commitment for investors,investors and the person concerned should maintain

7、 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 of annual report,and pay particular attention to the HEFEI MEILING CO.,LTD.Annu

8、al Report 2016 2 following risk factors.More details about the possible risks and countermeasures in the operation of the Company are described in the report IV.Prospects for the future development of the company of Section IV analysis and discussion of the operation,investors are advised to read th

9、e relevant content.Securities Times,China Securities Journal,Hong Kong Commercial Daily and Juchao Website()are the media for information disclosure for year of 2017 that appointed by the Company.All public information under the name of the Company disclosed on the above said media and website shall

10、 prevail,and investors are advised to exercise caution.Does the Company need to comply with disclosure requriments of the special industry:No Profit distribution pre-plan or capitalizing of common reserves pre-plan deliberated by the Board in the reporting period Applicable Not applicable The profit

11、 distribution plan for year of 2016,that deliberated and approved by 29th session of the 8th BOD was:take total shares of 1,044,597,881 shares as base dated 31 December 2016，distributed 0.6 Yuan(tax included)bonus in cash for every 10-share hold by all shareholders,no share bonus issued and no capit

12、alizing of common reserves carried out.Whether has capitalizing of common reserves carried out Yes No Directors and senior executives of the Company respectively signed Written Confirmation Opinions for 2016 Annual Report.Supervisory Committee of the Company formed Written Examination Opinions for 2

13、016 Annual Report.HEFEI MEILING CO.,LTD.Annual Report 2016 3 Contents Section I Important Notice,Contents and Paraphrase .1 Section II Company Profile and Main Finnaical Indexes .5 Section III Summary of Company Business .14 Section IV Discussion and Analysis of the operation .20 Section V Important

14、 Events .61 Section VI Changes in shares and particular about shareholders.129 Section VII Preferred Stock145 Section VIII Particulars about Directors,Supervisors,Senior Executives and Employees.146 Section IX Corporate Governance.160 Section X Corporate bonds.177 Section XI Financial Report.178 Sec

15、tion XII Documents available for reference.321 HEFEI MEILING CO.,LTD.Annual Report 2016 4 Paraphrase Items Refers to Contents Company,the Company or Meiling Electric Refers to HEFEI MEILING CO.,LTD Sichuan Changhong or controlling shareholder Refers to Sichuan Changhong Electric Co.,Ltd.Changhong Gr

16、oup Refers to Sichuan Changhong Electronics Holding Group Co.,Ltd.Hong Kong Changhong Refers to CHANGHONG(HK)TRADING LIMITED Meiling Group Refers to Hefei Meiling Group Holdings Limited Industry Investmnt Group Refers to Hefei Industry Investment Holding(Group)Co.,Ltd.Xingtai Holding Refers to Hefei

17、 Xingtai Financial Holding(Group)Co.,Ltd.Shine Wing Refers to Shine Wing Certified Public Accountants(LLP)Changhong Air-conditioner Refers to Sichuan Changhong Air-conditioner Co.,Ltd.Zhongke Meiling Refers to Zhongke Meiling Cryogenic Technology Co.,Ltd.Hongyun Venture Capital Fund Refers to Sichua

18、n Hongyun New IT Venture Capital Fund Zhiyijia Refers to Sichuan Zhiyijia Network Technology Co.,Ltd.Changhong Ridian Refers to Guangdong Changhong Ridian Technology Co.,Ltd.Zhongshan Changhong Refers to Zhongshan Changhong Electric Co.,LTD Changmei Technology Refers to Changmei Technology Co.,Ltd.M

19、eiling Software Refers to Mianyang Meiling Software Technique Co.,Ltd.Mianyang Refrigeration Refers to Mianyang Meiling Refrigeration Co.,Ltd.Huayi Compressor Refers to Huayi Compressor Co.,Ltd.CSRC Refers to China Securities Regulatory Commission Anhui Securities Bureau Refers to China Securities R

20、egulatory Commission,Anhui Province Securities Regulatory Bureau SSE Refers to Shenzhen Stock Exchange HEFEI MEILING CO.,LTD.Annual Report 2016 5 Section II Company Profile and Main Finnaical Indexes I.Company information Short form of the stock MEILINGDIANQI,WANMEILING-B Stock code 000521,200521 Sh

21、ort form of the Stock after changed(if applicable)Stock exchange for listing Shenzhen Stock Exchange Name of the Company(in Chinese)合肥美菱股份有限公司 Short form of the Company(in Chinese)美菱电器 Foreign name of the Company(if applicable)HEFEI MEILING CO.,LTD.Abbr.of English name of the Company(if applicable)L

22、egal representative Liu Tibin 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 for office add.230601 website http:/ e-mail II.Person/Way to con

23、tact 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.0551-62219021 0551-62219021 Fax.0551-62219021 0551-62219021 e-mail III.In

24、formation disclosure and preparation place Newspaper appointed for information Securities Times,China Securities Journal,Hong Kong HEFEI MEILING CO.,LTD.Annual Report 2016 6 disclosure Commercial Daily Website for annual report publish appointed by CSRC Juchao website:http:/ Preparation place for an

25、nual 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 Changes of main business since listing No changes Previous changes for controlling shareholders 1

26、.In October 1993,after initial listing,controlling shareholder of the Company-Hefei Meiling Industrial Corp.(named Hefei Meiling Group Co.,dated 23 May 1994),executing controlling rights of the Company and management right of the state-owned assets on behalf of Hefei State-owned Assets Management Of

27、fice,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 former Meiling Group Co.,Meiling Group for short),an enterprise solely owned by the State;mainly operating the state-owned capital in authorize

28、d from State-owned Assets Management Commission of Hefei City,ensuring the maintenance and appreciation of state-owned assets;3.On 29 May 2003,Meiling Group entered into Equity Transfer Agreement with Shunde GreenKel Enterprise Development Co.,ltd.(GreenKel),the 82,852,683 state-owned shares held by

29、 the Company was transfer to GreenKel.After transferring,GreenKel comes to the first largest shareholder of the Company.4.According to the spirit of Bulletin of Treatment Opinions on GreenKel Company purchasing State-owned Assets Shares of Listed Company(GZFCQ2006 No.:44)jointly issued from SASAC an

30、d Ministry of Finance in April 2006,Meiling Group took back the Meiling Electric 82,852,683 shares from GreenKel by procedures,which 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(200

31、6)HZZ No.:104)issued from arbitration commission of Hefei;the state-owned legal persons 82,852,683 shares,held by GreenKel,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 tran

32、sfer to Meiling Group by GreenKel,and Meiling Group becomes the controlling shareholder of Meiling Electric again.5.On 18 May 2006 and 11 January 2007,Meiling Group entered into Equity Transfer Agreement of Meiling Electric and Supplementary HEFEI MEILING CO.,LTD.Annual Report 2016 7 Agreement of Eq

33、uity Transfer of Meiling Electric respectively with Sichuan Changhong and Changhong Group,among the 123,396,375 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 transferr

34、ing,45,000,000 shares(10.88%of total share capital of the Company)were transferred to Sichuan Changhong,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.O

35、n 29 October 2008,Changhong Group and Sichuan Changhong entered into Equity Transfer Agreement of Hefei Meiling Co.,Ltd.,the 32078846 restricted circulations A shares of Meiling Electric held by Changhong Group were transferred by agreement to Sichuan Changhong.On 23 December 2008,the aforesaid equi

36、ty transfer was approved by Reply on Matters of Equity held by State-owned Shareholders 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 L

37、imited.7.Ended as 31 December 2016,Sichuan Changhong and its concerted action Changhong HK totally holds 259,871,791 shares of the Company,a 24.88%in total share capital of the Company;Sichuan Changhong directly holds 234,705,968 A-share of the Company,a 22.47%in total share capital of the Company w

38、hile Changhong HK holds circulation B-share of the Company amounting as 25,165,823 shares,a 2.41%in total share capital of the Company.V.Other relevant information (I)CPA engaged by the Company Name of CPA Shine Wing Certified Public Accountants(LLP)Offices add.for CPA 9/F,Block A,Fu Hua Mansion No.

39、8 Chao Yang Men Bei da jie,Dong Cheng District,Beijing,P.R.C Signing Accountants He Yong,Xia Cuiqiong(II)Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Sponsor institution Office address Sponsor representative Duration of con

40、tinous supervision Shenwan Hongyuan Securities Underwriting No.19,Taipingqiao Steet,Xichang District,Qin Mingzheng,Qiu Feng 14 October 2016 to 31 December 2017 HEFEI MEILING CO.,LTD.Annual Report 2016 8 Sponsor Co.,Ltd.Beijing (III)Financial consultant engaged by the Company for performing continuou

41、s supervision duties in reporting period Applicable Not applicable VI.Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2016 2015 Changes over last y

42、ear 2014 Before adjustment After adjustment After adjustment Before adjustment After adjustment Operating income(RMB)12,526,710,867.49 10,415,829,226.48 10,754,200,188.12 16.48%10,764,808,259.00 10,978,535,964.36 Net profit attributable to shareholders of the listed company(RMB)220,216,680.96 26,496

43、,345.34 27,104,893.56 712.46%294,508,518.37 289,842,658.03 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)158,461,015.10 93,951,365.12 93,951,365.12 68.66%245,759,705.69 245,759,705.69 Net cash flow arising from operating activities(R

44、MB)985,390,895.63 211,468,056.21 229,371,185.23 329.61%165,462,930.48 205,636,234.26 Basic earnings per share 0.2717 0.0347 0.0355 665.35%0.3856 0.3795 HEFEI MEILING CO.,LTD.Annual Report 2016 9(RMB/Share)Diluted earnings per share(RMB/Share)0.2717 0.0347 0.0355 665.35%0.3856 0.3795 Weighted average

45、 ROE 5.77%0.78%0.77%5 percent point increase 8.88%8.50%End of 2016 End of 2015 Changes over end of last year End of 2014 Before adjustment After adjustment After adjustment Before adjustment After adjustment Total assets(RMB)12,507,567,310.84 9,066,223,601.14 9,237,288,359.74 35.40%9,009,014,201.70

46、9,205,651,651.39 Net assets attributable to shareholder of listed company(RMB)5,095,160,291.91 3,384,574,993.19 3,475,377,055.14 46.61%3,422,746,664.67 3,512,940,178.40 Notes:the Company succeeded to acquire 98.856%equity interests of Guangdong Changhong Ridian Technology Co.,Ltd(Changhong Ridian)th

47、rough bidding at the end of 2015,and completed registration procedures at competent industrial and commercial authority in respect of this equity transfer at early February 2016.Upon completion of this equity transfer,the Company was to hold 98.856%equity interests of Changhong Ridian.Under relevant

48、 provisions of Enterprise Accounting Principles No.33-Consolidated Financial Statement,in respect of the subsidiaries and their businesses acquired arising from business consolidation under the same control during the reporting period,parent company shall adjust the beginning figures stated in the c

49、onsolidated statement and adjust the relevant items in the comparative statement accordingly as if the reporting entity after the consolidation had been in existence since the time when the ultimate controller commenced to exercise control.Therefore,the beginning figures and the figures of the corre

50、sponding period of last year have been restated.The cause of the accounting policy change and accounting error correction Applicable Not applicable Total share capital of the Company up to a trading day before disclosure:Total share capital of the Company up to a trading day before disclosure(Share)