合肥美菱股份有限公司
HEFEI MEILING CO., LTD.
Annual Report 2014
HEFEI MEILING CO., LTD. Annual Report 2014
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.
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.
Except for the follow directors, other directors are attending the Meeting for Report
deliberation on way of on-site meeting
Absent directors Title Reasons Attorney
Gao Jian Director Due to works Li Wei
The profit distribution plan for year of 2014 was deliberated and approved in 6th meeting of
8th session of the Board: take total shares of 763,739,205 shares as base dated 31 December 2014，
distributed 0.6 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, no
shares bonus issued and no capitalizing of common reserves carried out either.
Mr. Liu Tibin, Chairman of the Company, President Mr. Li Wei, Mr. Yu Zhang Xiaolong,
person in change of accounting work and Mr. Tang Bin, person in charger of accounting organ
hereby confirm that the Financial Report of 2014 Annual Report is authentic, accurate and
complete.
Shine Wing Certified Public Accountants Co., Ltd. issued standard unqualified Auditors‘
Report for the Company‘s Financial Report of 2014.
Directors and senior executives of the Company respectively signed Written Confirmation
Opinions for 2014 Annual Report.
Supervisory Committee of the Company formed Written Examination Opinions for 2014
Annual Report.
HEFEI MEILING CO., LTD. Annual Report 2014
Contents
Section I Important Notice, Contents and Paraphrase ................................................................. 1
Section II Company Profile ............................................................................................................... 5
Section III Accounting data and summary of finnaical indexes ................................................ 10
Section IV Report of the Board of Directors ................................................................................ 10
Section V Important Events .......................................................................................................... 46
Section VI Changes in shares and particular about shareholders............................................. 131
Section VII Preferred Stock…………………………………………………………………… 142
Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees .... 143
Section IX Corporate Governance ............................................................................................... 160
Section X Internal Control ............................................................................................................ 179
Section XI Financial Report .......................................................................................................... 184
Section XII Documents available for reference ........................................................................... 337
HEFEI MEILING CO., LTD. Annual Report 2014
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 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.
Jiangxi Meiling Electric Refers to Jiangxi Meiling Electrical Co., Ltd.
Mianyang Meiling Refers to Mianyang Meiling Refrigeration 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 2014
Major Risk Warning
1. 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.
2.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.
HEFEI MEILING CO., LTD. Annual Report 2014
Section II. Company Profile
I. Company information
MEILINGDIANQI,
Short form of the stock Stock code 000521, 200521
WANMEILING-B
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.
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
Name Li Xia
No. 2163, Lianhua Road, Economic and Technology Development Zone,
Contact add.
Hefei
Tel. 0551-62219021
Fax. 0551-62219021
HEFEI MEILING CO., LTD. Annual Report 2014
e-mail lixia@meiling.com
III. Information disclosure and preparation place
Newspaper appointed for information Securities Times, China Securities Journal, Hong Kong
disclosure Commercial Daily
Website for annual report publish appointed by
Juchao website: http://www.cninfo.com.cn
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 GSWZi
Registration at Administration No.:340111149185
end of report 2013-01-31 For 340000400001278 55X;WDHZi 14918555-X
period Industry&Comme No.:340111149185
rce 55X
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
Previous changes for controlling
Company was Hefei Meiling Group Holding Co., Ltd. (established base on
shareholders
former 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 Group entered into ―Equity Transfer
Agreement‖ with Shunde GreenKel Enterprise Development Co., ltd.
HEFEI MEILING CO., LTD. Annual Report 2014
(―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‖
(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
HEFEI MEILING CO., LTD. Annual Report 2014
Company amounting as 25,165,823 shares, a 3.30% 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 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, Fan Dayang
(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. Registration file
(I) Initial registration date:
1. date: 31 December 1992
2. Registration address: Hefei Administration For Industry&Commerce
3. Legal representative: Zhang Jusheng
4. Register serials: 14908430-2
5. Register capital: RMB 127,270,000
(II) First changes in registration
1. date: 9 October 1993
2. Register serials: 14908430-2
3. Legal representative: Zhang Jusheng
4. Register capital: RMB 120,000,000
(III) Second changes in registration
1. date: 18 November 1996
2. Legal representative: Zhang Jusheng
3. Legal Person Business License Registration No.: 14908430-2
4. Register capital: RMB 297,871,300
(IV) Third changes in registration
1. Date: 17 December 1997
2. Legal representative: Zhang Jusheng
3. Legal Person Business License Registration No.: 340000400001278
4. Register capital: RMB 413,642,949
HEFEI MEILING CO., LTD. Annual Report 2014
5. Registration address: Anhui Administration For Industry&Commerce
(V) Fourth changes in registration
1. Date: 14 October 2002
2. Legal representative: Wang Jiazhang
3. Legal Person Business License Registration No.: QGWZF Zi No.: 001684
4. Register capital: RMB 413,642,949
5. Registration address: Anhui Administration For Industry&Commerce
(VI) Fifth changes in registration
1. Date: 28 July 2004
2. Legal representative: Gu Zhoujun
3. Legal Person Business License Registration No.: QGWZF Zi No.: 001684
4. Register capital: RMB 413,642,949
5. Registration address: Anhui Administration For Industry&Commerce
(VII) Sixth changes in registration
1. Date: 19 May 2008
2. Legal representative: Zhao Yong
3. Legal Person Business License Registration No.: 340000400001278
4. Register capital: RMB 413,642,949
5. Registration address: Anhui Administration For Industry&Commerce
(VIII) Seventh changes in registration
1. Date: 23 February 2012
2. Legal representative: Liu Tibin
3. Legal Person Business License Registration No.: 340000400001278
4. Register capital: RMB 636,449,338
5. Registration address: Anhui Administration For Industry&Commerce
(IX) Eighth changes in registration
1. Date: 31 January 2013
2. Legal representative: Liu Tibin
3. Legal Person Business License Registration No.: 340000400001278
4. Register capital: RMB 763,739,205
5. Registration address: Anhui Administration For Industry&Commerce
HEFEI MEILING CO., LTD. Annual Report 2014
Section III. Accounting data and summary of financial indexes
I. 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
2014 2013
last year
Operating income (RMB) 10,764,808,259.00 10,538,933,941.29 2.14% 9,306,878,164.07
Net profit attributable to shareholders of the
294,508,518.37 274,068,195.60 7.46% 192,197,887.93
listed company(RMB)
Net profit attributable to shareholders of the
listed company after deducting non-recurring 245,759,705.69 250
