[一季报]虹美菱B:2021年第一季度报告全文（英文版）
原标题:虹美菱B:2021年第一季度报告全文（英文版） Changhong Meiling Co., Ltd. The First Quarterly Report of 2021 April 2021 Section I. Important Notes Board of Directors and the Supervisory Committee of Changhong Meiling Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. Mr.Wu Dinggang, person in charge of the Company, Mr. Pang Haitao, person in charger of accounting works and Mr.Yang Jun, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. Prompt of non-standard audit opinion □ Applicable √ Not applicable The First Quarterly Report of 2021 has not been audited. All Directors are attended the Board Meeting for Quarterly Report deliberation. Section II. Basic situation of the Company I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes√ No This Period Same period of last year Changes of this period over same period of last year Operating income (RMB) 4,130,121,476.44 2,281,578,242.02 81.02% Net profit attributable to shareholders of the listed company (RMB) 5,297,826.42 -270,008,124.67 101.96% Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) -26,469,858.74 -282,956,643.92 90.65% Net cash flow arising from operating activities (RMB) -968,522,457.80 -1,003,451,132.76 3.48% Basic earnings per share (RMB/Share) 0.0051 -0.2585 101.97% Diluted earnings per share (RMB/Share) 0.0051 -0.2585 101.97% Weighted average ROE 0.11% -5.54% 5.65 percentage points increased End of this period End of last period Changes of this period-end over same period-end of last year Total assets (RMB) 16,470,661,999.78 16,103,355,454.46 2.28% Net assets attributable to shareholder of listed company (RMB) 4,853,488,708.14 4,854,173,682.43 -0.01% Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Item Amount from year-begin to period-end Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) -489,522.55 Found in “Asset disposal income”, “Non-operating expenditure” Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprise’s business) 13,160,582.16 Found in “Other income” Losses/gains from changes of fair values occurred in holding trading financial assets, derivative financial assets, trading 21,063,671.48 Found in “Investment income” and “Changes in fair value gains/losses” financial liabilities and derivative financial liabilities, and investment income obtaining from the disposal of trading financial assets, derivative financial assets, trading financial liability, derivative financial liability and other debt investment, excluded effective hedging business relevant with normal operations of the Company Other non-operating income and expenditure except for the aforementioned items 4,032,625.02 Found in “Non-operating income”, “Non-operating expenditure” Less: impact on income tax 39,843.29 Impact on minority shareholders’ equity (post-tax) 5,959,827.66 Total 31,767,685.16 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable The Company has no items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, in the period. II. Total number of shareholders at the end of this report period and top ten shareholders 1. Total number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In shares Total number of common shareholders at the end of report period 85,066 Total preference shareholders with voting rights recovered at end of reporting period (if applicable) 0 Top ten shareholders Shareholder’s name Nature of shareholder Proportion of shares held Amount of shares held Amount of lock-up shares held Number of share pledged/frozen State of share Amount Sichuan Changhong Electric Co., Ltd. State-owned legal person 23.79% 248,457,724 0 - - Hefei Industrial Investment Holding (Group) Co., Ltd. State-owned legal person 4.58% 47,823,401 0 - - Changhong (Hong Kong) Trade Co., Ltd. Foreign legal person 2.59% 27,077,797 0 - - Ma Guobin Domestic nature person 2.23% 23,333,500 0 - - CAO SHENGCHUN Foreign nature person 1.41% 14,766,086 0 - - Caitong Fund- Ningbo Bank-Haitong Xingtai (Anhui) Emerging Industry Investment Fund (Limited Partnership) Domestic non-state-owned legal person 1.03% 10,733,452 0 - - Securities A/C for Repurchase under the name of Changhong Meiling Co., Ltd. Domestic general legal person 0.80% 8,388,888 0 - - Philip Securities (H.K.) Co., Ltd. Foreign legal person 0.60% 6,296,913 0 - - Gu Jie Domestic nature person 0.41% 4,285,700 0 - - Wang Yumei Domestic nature person 0.41% 4,267,600 0 - - Top ten shareholders with unrestricted shares held Shareholder’s name Amount of unrestricted shares held Type of shares Type Amount Sichuan Changhong Electric Co., Ltd. 248,457,724 RMB ordinary shares 248,457,724 Hefei Industrial Investment Holding (Group) Co., Ltd. 47,823,401 RMB ordinary shares 47,823,401 Changhong (Hong Kong) Trade Co., Ltd. 27,077,797 Domestically listed foreign shares 27,077,797 Ma Guobin 23,333,500 RMB ordinary shares 23,333,500 CAO SHENGCHUN 14,766,086 Domestically listed foreign shares 14,766,086 Caitong Fund- Ningbo Bank-Haitong Xingtai (Anhui) Emerging Industry Investment Fund (Limited Partnership) 10,733,452 RMB ordinary shares 10,733,452 Securities A/C for Repurchase under the name of Changhong Meiling Co., Ltd. 8,388,888 Domestically listed foreign shares 8,388,888 Philip Securities (H.K.) Co., Ltd. 6,296,913 Domestically listed foreign shares 6,296,913 Gu Jie 4,285,700 RMB ordinary shares 4,285,700 Wang Yumei 4,267,600 RMB ordinary shares 4,267,600 Explanation on associated Among the above shareholders, CHANGHONG (HK) TRADING LIMITED (hereinafter referred to as Hong Kong Changhong) is the wholly-owned subsidiary of Sichuan Changhong Electric Co., Ltd. (Hereinafter referred relationship among the aforesaid shareholders to as Sichuan Changhong); except the shares of the Company directly held by Hong Kong Changhong, 6,296,913 shares of B-stock are also held through Phillip Securities (Hong Kong) Co., Ltd., the foregoing shareholders constitute persons of uniform action. There existed no associated relationship or belong to the concerted actors as specified in the Measures for the Administration of Information Disclosure of Shareholder Equity Changes of Listed Companies among Sichuan Changhong, Hong Kong Changhong and other top 6 shareholders (except Philip Securities (H.K.) Co., Ltd.); “Caitong Fund- Ningbo Bank-Haitong Xingtai (Anhui) Emerging Industry Investment Fund (Limited Partnership) ” refers to the products of Caitong Fund Management Company subscribe for privately placement of 2016; The company neither knows whether there is any association among other shareholders, nor knows whether other shareholders belong to the persons acting in concert that is stipulated in the “Administrative Measures on Information Disclosure of Changes in Shareholding of Listed Companies”. Explanation on top ten common shareholders involving margin business (if applicable) As of March 31, 2021, among the top 10 common shareholders, Ma Guobin holds 22,514,000 shares of the Company through customer credit trading secured account of Founder Securities Co., Ltd., and 819,500 shares hold through common securities account, thus 23,333,500 shares of the Company are held in total. The shareholder-Gu Jie holds 4,285,700 shares of the Company through customer credit trading secured account of China Merchants Securities Co., Ltd. Note 1: At end of the reporting period, the person acting in concert with controlling shareholder Sichuan Changhong-- CHANGHONG (HK) TRADING LIMITED, holds B-stock of the Company as 33,374,710 shares, among which, 6,296,913 shares are held through Philip Securities (H.K.) Co., Ltd. by CHANGHONG (HK) TRADING LIMITED. Note 2: In the above table, "Particulars about shares held above 5% by shareholders or top 10 shares holding" is subject to the data on stock transfer books provided by China Securities Depository and Clearing Corporation Limited Shenzhen Branch. Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √ Applicable □Not applicable (i) Changes and reasons of items in balance sheet In RMB Item Ending balance Opening balance Changes ratio Item Money funds 4,408,281,323.05 6,594,786,789.98 -33.16% Mainly due to the purchase of financial products and net cash outflow from operating activities in the Period Trading financial assets 1,028,680,651.61 47,242,339.07 2,077.45% Mainly due to the purchase of financial products in the Period Accounts receivable 1,778,186,759.73 1,130,275,780.66 57.32% Mainly due to the increase of operation revenue in the Period Advance payment 58,012,556.17 30,105,373.40 92.70% Mainly due to the advance purchase payment increased in the Period Inventory 2,667,019,319.18 1,715,354,951.43 55.48% Mainly due to the gain in yield in the Period Right-of-use asset 22,258,350.11 - 100.00% Mainly due to the implementation of new leasing standards in the Period Employee compensation payable 198,470,767.14 290,321,776.05 -31.64% Mainly due to the payment of wages in the Period Taxes payable 61,038,028.05 89,682,433.90 -31.94% Mainly due to the VAT retention credit from subsidiary Changhong Air-conditioner increased in the Period Non-current liabilities due within one year 115,715,827.98 407,825,150.74 -71.63% Mainly due to the repayment of long-term loans due within one year in the Period Other current liabilities 34,135,600.19 22,923,698.73 48.91% Mainly due to the taxes on contract liabilities increased in the Period Long term loan 488,518,705.55 188,231,439.30 159.53% Mainly due to the long-term loans increased in the Period Lease liability 12,940,572.85 - 100.00% Mainly due to the implementation of new leasing standards in the Period Deferred income tax liabilities 6,268,762.89 10,575,582.33 -40.72% Mainly due to the reversal of deferred income tax liabilities in the Period (ii) Changes and reasons of items in profit statement In RMB Item Amount at the period Amount at the same period of last year Changes ratio Reasons of changes Operation revenue 4,130,121,476.44 2,281,578,242.02 81.02% Mainly due to the impact of COVID-19 outbreak in the same period of the previous year Operating cost 3,462,713,769.04 1,991,759,544.67 73.85% Same as “Operation revenue” Taxes and surcharges 27,280,660.16 18,907,987.65 44.28% Same as “Operation revenue” Financial expenses -1,483,821.14 4,376,275.14 -133.91% Mainly due to the gains/losses of changes in foreign exchange Gains from changes in fair value -17,465,727.43 -3,935,681.27 -343.78% Mainly due to the fair value changes in forward foreign exchange contract Investment income 31,431,230.42 7,493,976.04 319.42% Mainly due to the y-o-y increase of forward foreign exchange contract delivery proceeds Credit impairment loss -14,975,095.55 -33,262,321.33 54.98% Mainly due to the impairment loss of note receivable and account receivable increased from a year earlier Assets disposal income -132,879.85 262,008.65 -150.72% Mainly due to the loss from part of the assets disposal in the Period Income tax expenses 5,426,757.07 -6,990,752.22 177.63% The income tax expenses increased due to the taxable income amount increased in the Period Minority interest 6,070,032.95 -8,756,819.19 169.32% Profitability from part of the non-wholly-owned subsidiaries increased from a year earlier (iii) Changes and reasons of items in cash flow statement In RMB Item Amount at the period Amount at the same period of last year Changes ratio Reasons of changes Cash received from selling goods and providing services 3,373,434,107.23 2,514,448,244.56 34.16% Cash received from selling goods and providing services increased on a y-o-y basis Other cash paid concerning operation activities 270,888,821.50 188,388,232.21 43.79% The restricted monetary funds increased in the Period Cash received from investment income 0.00 2,279,362.48 -100.00% At same period last year, received dividends from joint venture subsidiaries while no such amount occurred in the Period Net cash received from disposal of fixed assets, intangible assets and other long-term assets 226,967.80 600.00 37,727.97% The cash received from disposal of fixed assets and intangible assets are increased from a year earlier Other cash received in connection with 65,932,678.99 39,748,651.98 65.87% The income from forward foreign exchange contract investment activities delivery proceeds increased from a year earlier Cash paid for acquisition and construction of fixed assets, intangible assets and other long-term assets 86,274,381.23 65,387,929.38 31.94% The cash flow paid for purchasing fixed assets in the Period increased on a y-o-y basis Cash paid for investments 1,000,000,000.00 150,000,000.00 566.67% Purchase of financial management in the Period increased on a y-o-y basis Cash received from borrowing 647,079,820.49 976,420,210.00 -33.73% The loans obtained in the Period declined on a y-o-y basis Cash paid for debt repayment 904,900,000.00 377,260,642.92 139.86% The cash paid for debt service in the Period increased on a y-o-y basis Other cash paid concerning financing activities 6,339,329.84 358,999.60 1,665.83% Cash paid for buy-back of B-stock in the Period II. Analysis and explanation of significant events and their influence and solutions √ Applicable □Not applicable (i) Transaction with Sichuan Changhong Group Finance Co., Ltd. The Company held the 41st session of 9th BOD, 22nd session of 9th BOS and Fourth Extraordinary Shareholder’s Meeting of 2020 on 14 August 2020 and 12 October respectively, deliberated and approved the “Proposal on Renewal of Financial Services Agreement with Sichuan Changhong Group Finance Co., Ltd and Related Transactions”, and agreed the Company to continued financial services cooperation and renewal of the Financial Services Agreement for a period of three years with Sichuan Changhong Group Finance Co. Ltd. (hereinafter referred to as Changhong Finance Company). Changhong Finance Company shall provide a series of financial services such as deposit and loan in its business scope according to the requirements of the Company and its subsidiaries. The Company held the 4th session of 10th BOD, 3rd session of 10th BOS and Fifth Extraordinary Shareholder’s Meeting of 2020 on 11 December 2020 and 19 December respectively, deliberated and approved the “Proposal on the Expected Continuing Related Transactions between the Company and its Subsidiaries and Sichuan Changhong Group Finance Co., Ltd for year of 2021”. The related transactions between the company and its subsidiaries and Changhong Finance Company from the beginning of the year to the end of the reporting period are as follows: In RMB Item Opening balance Increased during the Period Decreased during the Period Ending balance Interest, handling charge paid or received I. Savings in Changhong Group Finance Company 2,798,256,008.52 10,043,782,166.63 10,530,709,013.62 2,311,329,161.53 20,366,873.01 II. Borrowings from Changhong Item Opening balance Increased during the Period Decreased during the Period Ending balance Interest, handling charge paid or received Group Finance Company 1.Short-term loans 2.Long-term loans III. Other financial business 1.Notes drawing 1,515,518,972.25 751,830,184.89 746,806,409.20 1,520,542,747.94 406,775.09 2.Notes discounted 1,346,246,973.62 219,112,106.42 721,317,558.85 844,041,521.19 2,792,620.67 (ii) Other significant events Overview Date for disclosure Information index for temporary report disclosure After review and approval by the resolution of the BOD and BOS, it was agreed that the company would use the idle raised funds with 120 million yuan at most (the quota can be used on a rolling basis) to invest in the high-security, good-liquidity and capital-guaranteed financial products with maturity within one year. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 3, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-008, No. 2021-009 and No. 2021-010) After review and approval by the resolution of the BOD, it was agreed that the subordinate controlling subsidiary Zhongke Meiling to newly established a wholly-owned subsidiary- Anhui Linghe Medical Devices Co., Ltd. (tentative name, subject to the approved name with Industry & Commerce authority) with 10 million yuan. March 3, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-008) After review and approval by the resolution of the BOD and BOS, it was agreed that the Company provide a credit guarantee line (not exceeding 359 million yuan) with a period of one year to its subordinate controlling subsidiary Changmei Domestic Appliance. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 3, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-008, No. 2021-009 and No. 2021-011) After review and approval by the resolution of the BOD, it was agreed to performing technical renovations on the production line of Hefei Base Refrigerator (cabinet) with 24.4276 million yuan, achieving the cost reduction and efficiency gains to reduce manufacturing costs and further enhance the market competitiveness of the company’s products. March 3, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-008) After review and approval by the resolution of the BOD, it was agreed that the Company and its subordinate subsidiaries carry out the forward foreign exchange funds trading business between 1 July 2021 and 30 June 2022. The balance of trading shall not exceed US$ 720 million (mainly including: USD, AUD and EUR, all other foreign currencies are converted to USD), the maximum settlement period of a single transaction shall not exceed one year. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013 and No. 2021-019) After review and approval by the resolution of the BOD, it was agreed that the Company to formulated the “Shareholder Return Plan for the Next Three Years (2021-2023)”. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013) After review and approval by the resolution of the BOD, it was agreed that the subordinate subsidiary of the company- Zhongshan Changhong to write-off a bad debt of 1,657,332.46 yuan in total, which was really beyond collection. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013 and No. 2021-020) After review and approval by the resolution of the BOD, agreed to appoint Mr. Tang Youdao as the Vice President of the Company, his office term will same as the term as the current BOD. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013) After review and approval by the resolution of the BOD and BOS, it was agreed that controlling subsidiary - Zhongke Meiling Cryogenic Technology Co., Ltd to provide 60 million yuan credit guarantee line to its wholly-own subsidiary- Anhui Tuoxing Technology Co., Ltd with guarantee period of one year. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013, No. 2021-014 and No. 2021-021) After review and approval by the resolution of the BOD, it was agreed that the company and its subsidiaries to applying for a special credit line for the note pool from the follow institutions as: up to 300 million yuan from Hefei Branch of Industrial Bank Co., ltd, up to 300 million yuan from Hefei Branch of Ping An Bank Co., ltd, up to 300 million yuan from Hefei Economic Development Zone Branch of Huishang Bank Co., Ltd., up to 300 million yuan from Hefei Branch of China Merchants Bank and up to 50 million yuan from Hefei Branch of CITIC Bank. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013 and No. 2021-022) After review and approval by the resolution of the BOD, agreed to re-appoints Shine Wing Certified Public Accountants (LLP) as the audit institution of the annual financial report 2021 and internal control of the Company with one year period. At the same time, to request the shareholders’ general meeting to authorize management of the Company to determine its annual audit remuneration, according to the industry standards and actual audit works of the company. The matter is subject to the deliberation and approval by AGM of 2020 of the Company. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-013 and No. 2021-017) Former securities affairs representative and staff supervisor Mr. Zhu Wenjie, apply to resign as the staff supervisor of 10th BOS and securities affairs representative due to personal reasons. To ensure that the structure of the BOS conforms to the relevant legal requirements, the staff congress held on 30 March 2021, after voting by the staff representative, agreed to elected Ms. Sun Hongying as the staff supervisor of the 10th BOS, term of office shall commence from the date of deliberation and approved by Staff Congress to the date of expiration of the 10th BOS. March 31, 2021 Juchao Website: http://www.cninfo.com.cn (No. 2021-023) (iii) Progress of shares buy-back √Applicable □ Not applicable The company’s 40th session of the ninth board of directors, the 21st session of the ninth board of supervisors, and the 3rd extraordinary general meeting of shareholders in 2020 held on July 27, 2020 and August 18, 2020 deliberated and approved the Proposal on the Repurchase of Part of Domestically Listed Foreign Shares (B Shares) of the Company. Agreed the Company to using the own funds to buy-back the B share by means of centralized bidding transactions, within the 12 months since the Buy-back of B share proposal approved by Shareholders general Meeting. The price of buy-back shall not exceed HK$ 2,21 per share (inclusive), and shall not be higher than 150% of the average trading price of B shares for the 30 trading days prior to the date when the buy-back proposal approved by the Board. The total amount of buy-back shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), converted at the mid-rate of HKD/CNY exchange rate dated 24 July 2020(HKD1=CNY0.9023), equivalent to not less than HK$55,413,942.15 (inclusive) and not exceeding HK$ 110,827,884.30 (inclusive). (the actual amount of HKD is based on the exchange rate on the date of purchase of foreign exchange, including the relevant expenses as foreign exchange purchase and transaction fees ) The company repurchased its shares for the first time from November 4, 2020 to the disclosure date of the report, and repurchased 8,388,888 shares of the company by centralized bidding through a dedicated securities account for repurchase, accounting for 0.8031% of the company’s total share capital, the highest transaction price was HK$2.21/share, the lowest transaction price was HK$1.87/share, and the total amount of self-owned funds paid was HK$17,946,867.40(excluding transaction fees such as stamp duty and commission). Among which, from 1 January 2021 to 31 March 2021, repurchased 2,836,737 shares of the company by centralized bidding through a dedicated securities account for repurchase, accounting for 0.2716% of the company’s total share capital, the highest transaction price was HK$2.21/share, the lowest transaction price was HK$2.15/share, and the total amount of self-owned funds paid was HK$6,247,402.13(excluding transaction fees such as stamp duty and commission). Found more on announcement (Notice No.:2020-047, 2020-048, 2020-049, 2020-063, 2020-064, 2020-066, 2020-081, 2020-092, 2020-093, 2020-094, 2020-095, 2021-001, 2021-007, 2021-012 and 2021-025) released on appointed media China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) respectively dated 28 July 2020, 31 July, 14 August, 19 August, 4 September, 10 October, 3 November, 5 November, 6 November, 2 December and 5 January 2021, 3 February, 3 March and 3 April. (iv) Implementation progress of the reduction of repurchases shares by centralized bidding □ Applicable √ Not applicable III. Commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies □ Applicable √ Not applicable The Company has no commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies. IV. Financial asset investment 1. Securities investment □ Applicable √ Not applicable There was no securities investment in the company during the reporting period. 2. Derivative investment √ Applicable □Not applicable In 10 thousand Yuan Operator Related relationship Whether related trade or not Type Initial investment Start date End date Investment amount at period-begin Amount purchased in the reporting period Amount sales in the reporting period Amount of reserve for devaluation of withdrawing (if applicable) Investment amount at period-end Ratio of investment amount at period-end in net assets of the Company at period-end Actual gains/losses in period Financial institution N/A No Forward foreign exchange 328,707.20 April 22, 2020 December 31, 2021 208,749.56 119,957.64 97,475.87 - 227,378.39 46.85% 3,852.94 Total 328,707.20 -- -- 208,749.56 119,957.64 97,475.87 - 227,378.39 46.85% 3,852.94 Capital resource Self-owned capital Lawsuit involved (if applicable) Not applicable Disclosure date for approval from the Board for investment of derivatives (if applicable) March 28, 2020 Disclosure date for approval from board of shareholders for investment of derivatives (if applicable) May 30, 2020 Risk analysis and controlling measures for derivatives holdings in the Period (including but not limited to market risk, liquidity risk, credit risks, operation risk and law risks etc.) Risk analysis: 1. Market risk: domestic and international economic situation changes may lead to exchange rate fluctuations, forward foreign exchange transactions are under certain market risk. Forward foreign exchange business is aiming to reducing impact on corporate profits by foreign exchange settlement and sale prices, exchange rate fluctuations. The Company will follow up the exchange fluctuation, on the basis of target rate determined from the business, relying on the research of the foreign currency exchange rates, combined with prediction of consignments, and burdening ability to price variations due to exchange rate fluctuations, then determine the plan of forward foreign exchange contracts, and make dynamic management to the business, to ensure reasonable profit level. 2. Liquidity risk: all foreign exchange transactions are based on a reasonable estimate of the future import and export business, to meet the requirements of the trade authenticity. In addition, forward foreign exchange transactions are processed with bank credit, will not affect liquidity of company funds. 3. Bank default risk: if cooperative banks collapse within the contract time, the Company will not be able to transact the original foreign exchange contracts with contract price, which leads the risk of income uncertainty. So the Company chose Bank of China, Agricultural Bank of China, Industrial and Commercial Bank of China, China Construction Bank and other Chines e-funded banks with a joint-stock system as Everbright and Industrial Bank, as well as the foreign-funded banks as UOB, Oversea Chinese Bank and the Bank of East Asia etc. to conduct the trading of foreign exchange capital. These banks share a solid strength and management whose failure and the risk of loss may bring to the Company is very low. 4. Operational risk: improper operation of the person in charge of forward foreign exchange transactions may cause related risk also. The Company has formulated related management system which defines the operation process and responsibility to prevent and control risks. 5. The legal risks: unclear terms based in contract signed with banks for related transactions may lead legal risks when forward foreign exchange transactions are processing. The Company will strengthen legal review, and choose good bank to carry out this kind of business as to risk control. Risk analysis and controlling measures for derivatives holdings in the Period (including but not limited to market risk, liquidity risk, credit risks, operation risk and law risks etc.) The Company determines fair value in accordance with the Chapter VII “Determination of Fair Value” carried in the Accounting Standards for Business Enterprises No.22 - Recognition and Measurement of Financial Instruments. Fair-value is basically obtained according to prices offered by bank and other pricing services. While fair-value of derivatives is mainly obtained according to the balance between prices given by outstanding contracts and forward prices given by contracts signed during the reporting period with bank. The differences are identified as trading financial assets and liabilities. During the reporting period, forward foreign exchange contracts and losses of the Company is 38.5294 million yuan. Specific principle of the accounting policy and calculation for derivatives in the Period compared with last period in aspect of major changes Not applicable Special opinion on derivative investment and risk control by independent directors Upon inspection, the independent directors of the Company believes that: during the reporting period, the Company carried out its foreign exchange forward deals in strict compliance with the Standardized Operation Guidelines for Listed Company issued by Shenzhen Stock Exchange, the Articles of Association, Authorization Management of the Company, Management System in relating to Foreign Exchange Forward Deals of the Company, and these deals were conducted within the authorization scope under general meeting and board meeting. The Company conducts no foreign exchange transactions on the purpose of getting profit only, all of the forward foreign exchange transactions are operates based on normal operating and production, which is relying on specific business operations with purpose of avoiding the preventing the risks in exchange rate. The forward foreign exchange transactions of the Company are beneficial to prevent the exchange risks exposed by import and export business and thus met its requirement for operation development. There was no speculative operation, no break of relevant rules and regulations and relevant business was conducted under corresponding decision-making procedures. Interests of the Company and entire shareholders, especially minority shareholders, were not prejudiced. V. Progress of investment projects with raised funds √ Applicable □Not applicable (i) Particular about process of the fund raised The Company implemented a private placement of A-share in year of 2016, totally 1,569,999,998.84 Yuan raised, net money raised amounting to 1,540,732,722.76 Yuan after deducted vary issuance costs (tax included) 29,267,276.08 Yuan. Being deliberated and approved by the 24th session of the 9th board of directors, the 13th session of the 9th board of supervisors, and the second extraordinary general meeting of shareholders in 2019,it was agreed that the company to change the unused raised funds of 120 million yuan from the sub-project “annual additional 600000 sets of medium and large volume environmental protection and energy-saving freezer intelligent production line” under the fund raise project -"Intelligent Manufacturing Construction Project" and put into the "Production base project of annual output of 2 million washing machines(Phase II) "; and agreed the company to terminate the implementation of “Intelligent Life Project” and use the remaining proceeds of the project and interest from financial management to permanently replenish the working capital. Up to now, the company regulates the use of funds raised in line with the decision-making of the shareholders general meeting and relevant regulation. As of 31 March 2021, the fund raising project of private issuance of 2016 has 1,519,817,853.08 yuan (including the amount of permanent supplementary working capital) actually used in total, balance of the dedicated fund raising account was 145,133,593.35 yuan (including interest income of 3,868,587.54 yuan and maturity income of the bank financial management 38,511,235.70 yuan). Among them, from January to March 2021, the company used a total of 11668519.11 yuan of raised funds. (ii) Progress of the projects with fund raised involved 1. “Construction of intelligent manufacturing project” (1) Sub-project “Intelligent manufacturing (Hefei)”: up to now, the project has reached the intended useable condition. The cumulative proceeds amounted to 271,000,000.00 yuan and 38,321,431.22 yuan remain, all of which were the deposit interest and income from financial managements. (2) Production base project of annual output of 2 million washing machines (Phase II) has a trial production in June 2020. Up to now, the project has substantially reached its intended useable condition. Other projects are ready for use, and the remaining payment is till in the process of payment. The cumulative proceeds amounted to 86,328,918.14 yuan and 37,676,856.31 yuan remain (including 3,880,593.68 yuan financial management income and 125,180.77 yuan deposit interest) 2. “Construction of intelligent R&D capability and new products development of the intelligent appliance technology” Except for the sub-project “intelligent R&D management platform construction”, other projects have been completed. As of the end of the reporting period, the cumulative proceeds of “Construction of intelligent R&D capability and new products development of the intelligent appliance technology” amounted to 540,764,219.90 yuan (including the cash supplemented the working capital 126,766,362.64 yuan), 69,135,305.82 yuan remain (including interest income 52,617.57 yuan and financial management income 0 yuan) Being deliberated and approved by 31st session of 9th BOD, 16th session of 9th BOS and Fourth Extraordinary Shareholders Meeting of 2019, it was agreed that the company to change the use and investment of some of the funds raised in the “intelligent research and development project”, and use them to purchase intelligent （未完）  |