合肥美菱股份有限公司
HEFEI MEILING CO., LTD.
二〇一五年年度报告
Annual Report 2015
HEFEI MEILING CO., LTD. Annual Report 2015
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of
Hefei 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 reality, accuracy and completion of the
whole contents.
Mr. Liu Tibin, Chairman of the Company, President Mr. Li Wei, Mr. Yu Zhang Xiaolong,
person in change of accounting work and Mr. Luo Bo, person in charger of accounting organ
hereby confirm that the Financial Report of 2015 Annual Report is authentic, accurate 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 discussing the Annual Report in both ways of
site and communication.
Shine Wing Certified Public Accountants Co., Ltd. issued standard unqualified Auditors‘
Report for the Company‘s Financial Report of 2014.
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 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 commitment for investors. 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
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
HEFEI MEILING CO., LTD. Annual Report 2015
IV analysis and discussion by the Management Team‖, investors are advised to read the relevant
content.
Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao
Website (www.cninfo.com.cn) are the media for information disclosure for year of 2015 that
appointed by the Company. All public information under the name of the Company disclosed on
the above said media and website shall prevail, and investors are advised to exercise caution.
Profit distribution pre-plan or capitalizing of common reserves 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 2015 was deliberated and approved in 19th meeting of
8th session of the Board: take total shares of 763,739,205 shares as base dated 31 December 2015，
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
Opinions for 2015 Annual Report.
Supervisory Committee of the Company formed Written Examination Opinions for 2015
Annual Report.
HEFEI MEILING CO., LTD. Annual Report 2015
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 1
Section II Company Profile and Main Finnaical Indexes ............................................................. 5
Section III Summary of Company Business ................................................................................ 13
Section IV Discussion and Analysis by the Management Team ................................................. 18
Section V Important Events .......................................................................................................... 52
Section VI Changes in shares and particular about shareholders............................................. 122
Section VII Preferred Stock……………………………………………………………… ……133
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees .... 134
Section IX Corporate Governance ............................................................................................... 148
Section X Financial Report ........................................................................................................... 167
Section XII Documents available for reference ........................................................................... 303
HEFEI MEILING CO., LTD. Annual Report 2015
Paraphrase
Items Refers to Contents
Company, the Company or Meiling
Refers to HEFEI MEILING CO., LTD
Electric
Sichuan Changhong or controlling
Refers to Sichuan Changhong Electric Co., LTD
shareholder
Changhong Group Refers to Sichuan Changhong Electronics Holding Group Co., Ltd.
Hong Kong Changhong Refers to Changhong (Hong Kong) Trading Company Limited
Meiling Group Refers to Hefei Meiling Group Holdings Limited
Xingtai Holding Refers to Hefei Xingtai Holding Group Co., Ltd.
Shine Wing Refers to Shine Wing Certified Public Accountants Co., Ltd.
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 Sichuan 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
Huayi Compressor Refers to Huayi Compressor Co., Ltd.
CSRC Refers to China Securities Regulatory Commission
China Securities Regulatory Commission, Anhui Province
Anhui Securities Bureau Refers to
Securities Regulatory Bureau
SSE Refers to Shenzhen Stock Exchange
HEFEI MEILING CO., LTD. Annual Report 2015
Section II Company Profile and Main Finnaical Indexes
I. Company information
Short form of the stock MEILINGDIANQI, WANMEILING-B Stock code 000521、200521
Short form of the Stock after
——
changed (if applicable)
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
合肥美菱股份有限公司
Chinese)
Short form of the Company (in
美菱电器
Chinese)
Foreign name of the Company
HEFEI MEILING CO.,LTD.
(if applicable)
Abbr. of English name of the
——
Company (if applicable)
Legal representative Liu Tibin
Registrations add. No. 2163, Lianhua Road, Economic and Technology Development Zone, Hefei
Code for registrations add
Offices add. No. 2163, Lianhua Road, Economic and Technology Development Zone, Hefei
Codes for office add.
website http://www.meiling.com
e-mail info@meiling.com
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Li Xia Zhu Wenjie
No. 2163, Lianhua Road, Economic and No. 2163, Lianhua Road, Economic and
Contact add.
Technology Development Zone, Hefei Technology Development Zone, Hefei
Tel. 0551-62219021 0551-62219021
Fax. 0551-62219021 0551-62219021
e-mail lixia@meiling.com wenjie.zhu@meiling.com
III. Information disclosure and preparation place
HEFEI MEILING CO., LTD. Annual Report 2015
Newspaper appointed for information Securities Times, China Securities Journal, Hong Kong
disclosure Commercial Daily
Website for annual report publish appointed
Juchao website: http://www.cninfo.com.cn
by CSRC
Room of secretary of the Board, 2/F , administrative center,
Preparation place for annual report
Office building of the Company
IV. Registration changes of the Company
Registration NO.
Place for No. of taxation Organization
- Date for registration for enterprise legal
registration registration code
license
Hefei
Administration GSWZi
Initial
1992-12-31 For 14908430-2 No.:340104520113 14918555-X
registration
Industry&Comme
rce
Anhui
Registration at Administration
end of report 2013-01-31 For Unified social credit code: 9134000014918555XK
period Industry&Comme
rce
Changes of main business since
No changes
listing
1. 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 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
former Meiling Group Co.,, ―Meiling Group‖ for short), an enterprise
Previous changes for controlling solely owned by the State; mainly operating the state-owned capital in
shareholders 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 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 spirit of ―Bulletin of Treatment Opinions on GreenKel
Company purchasing State-owned Assets Shares of Listed Company‖
HEFEI MEILING CO., LTD. Annual Report 2015
(GZFCQ[2006] 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 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 person‘s 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 transfer 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
Agreement of Equity 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 transferring, 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. On 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 equity 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 Limited.
7. Ended as 31 December 2014, Sichuan Changhong and its concerted
action Changhong HK totally holds 189,994,153 shares of the Company, a
24.88% in total share capital of the Company; Sichuan Changhong directly
holds 164,828,330 A-share of the Company, a 21.58% in total share capital
of the Company while Changhong HK holds circulation B-share of the
Company amounting as 25,165,823 shares, a 3.30% in total share capital
of the Company.
HEFEI MEILING CO., LTD. Annual Report 2015
V. Other relevant information
(I) CPA engaged by the Company
Name of CPA Shine Wing Certified Public Accountants Co., Ltd. (LLP)
9/F, Block A, Fu Hua Mansion No.8 Chao Yang Men Bei da jie, Dong Cheng
Offices add. for CPA
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
(III) Financial consultant engaged by the Company for performing continuous 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
Changes over
2015 2014
last year
Operating income (RMB) 10,415,829,226.48 10,764,808,259.00 -3.24% 10,538,933,941.29
Net profit attributable to shareholders
26,496,345.34 294,508,518.37 -91.00% 274,068,195.60
of the listed company(RMB)
Net profit attributable to shareholders
of the listed company after deducting 93,951,365.12 245,759,705.69 -61.77% 250,520,460.41
non-recurring gains and losses(RMB)
Net cash flow arising from operating
211,468,056.21 165,462,930.48 27.80% 538,992,153.64
activities(RMB)
Basic earnings per share
0.0347 0.3856 -91.00% 0.3589
(RMB/Share)
Diluted earnings per share
0.0347 0.3856 -91.00% 0.3589
(RMB/Share)
8.10 percent
Return on Equity 0.78% 8.88% 8.91%
point down
Changes over
End of 2015 End of 2014 End of 2013
end of last
HEFEI MEILING CO., LTD. Annual Report 2015
year
Total assets (RMB) 9,066,223,601.14 9,009,014,201.70 0.64% 8,522,171,841.34
Net assets attributable to shareholder
