600690_2016_青岛海尔_2016年年度报告（修订版）_2017-06-16.pdf

2016 Annual Report of Qingdao Haier Co.,Ltd.1/239 Stock Code:600690 Short Name:Qingdao Haier Qingdao Haier Co.,Ltd.2016 Annual Report Stock Code:600690 INTELLIGENCE CREATES SMART LIFE 2016 Annual Report of Qingdao Haier Co.,Ltd.2/239 Important Notice I.The Board of Directors,the Board of Supervisors,directors,supervisors and senior management of Qingdao Haier Co.,Ltd.(“the Company”)hereby assure that the content set out in the annual report is true,accurate and complete,and free from any false record,misleading representation or material omission,and are individually and collectively responsible for the content set out therein.All directors of the Company have attended the Board meeting to review this Annual Report.III.Shandong Hexin Certified Public Accountants(LLP)has issued a standard and unqualified audited report for the Company.IV.Liang Haishan(legal representative of the Company),Gong Wei(chief financial officer of the Company)and Ying Ke(the person in charge of accounting department)hereby certify that the financial report set out in the annual report is true,accurate and complete.V.Proposal of profit distribution and proposal of capitalizing capital reserves for the reporting period examined and reviewed by the Board Proposal of profit distribution and proposal of capitalizing capital reserves for the reporting period examined and reviewed by the Board:It is proposed that the Company will distribute a cash dividend of RMB2.48 per 10 shares(tax inclusive)to all shareholders based on the total number of shares registered at the date of profit distribution.VI.Disclaimer in respect of forward-looking statements Applicable Not Applicable Forward-looking statements such as future plans,development strategies as set out in this report do not constitute our substantial commitment to investors.Investors are advised to pay attention to investment risks.VII.Is there any fund occupation by controlling shareholders and their related parties for non-operational purposes?No VIII.Is there any provision of external guarantee in violation of prescribed decision-making procedures?No 2016 Annual Report of Qingdao Haier Co.,Ltd.3/239 IX.Important Risk Warnings Applicable Not Applicable For the possible risks which the Company may encounter,please refer to the relevant information set out in the section of DISCUSSION AND ANALYSIS ON OPERATIONS in this report.Chairman:Liang Haishan Qingdao Haier Co.,Ltd.28 April 2017 Note:This Report and its abstract have been prepared in both Chinese and English.Should there be any discrepancies or misunderstandings between the two versions,the Chinese version shall prevail.2016 Annual Report of Qingdao Haier Co.,Ltd.4/239 Contents SECTION I DEFINITIONS.5 SECTION II GENERAL INFORMATION OF THE COMPANY AND FINANCIAL INDICATORS.7 SECTION III SUMMARY OF THE COMPANYS BUSINESS.12 Section IV DISCUSSION AND ANALYSIS ON OPERATIONS.20 SECTION V SIGNIFICANT EVENTS.48 SECTION VI CHANGES IN SHARES AND INFORMATION ABOUT SHAREHOLDERS.72 SECTION VII THE RELEVANT INFORMATION OF PREFERRED SHARES.82 SECTION IX CORPORATE GOVERNANCE.96 SECTION X RELEVANT INFORMATION ON CORPORATE BONDS.106 SECTION XI FINANCIAL REPORT.107 SECTION XII DOCUMENTS AVAILABLE FOR INSPECTION.239 2016 Annual Report of Qingdao Haier Co.,Ltd.5/239 SECTION I DEFINITIONS I.Definitions Unless otherwise stated in context,the following terms should have the following meanings in this report:Definition of frequently used terms CSRC China Securities Regulatory Commission MOFCOM Ministry of Commerce of the PRC SSE Shanghai Stock Exchange CSDCCL China Securities Depository and Clearing Corporation Limited Shanghai Branch(the CSDCCL)The Company,Qingdao Haier Qingdao Haier Co.,Ltd.Four Major Securities Newspapers China Securities Journal,Shanghai Securities News,Securities Times,Securities Daily KKR(GROUP)KKR&Co.L.P.and its subsidiary,KKR&Co.L.P.,is a limited partnership incorporated and existed in accordance with the laws of the state of Delaware,USA.KKR&Co.L.P.is listed on the New York Stock Exchange(both stock name and stock ticker:KKR)KKR,KKR(Luxembourg)KKR Home Investment S.r.l.,a wholly owned subsidiary of KKR China Growth Fund L.P.,is a project company incorporated in Luxembourg in accordance with international practices for the sole purpose of strategic investment in the Company Haier Electrics,1169 Haier Electronics Group Co.,Ltd.(a company listed in Hong Kong,stock code:01169.HK)GEA GE Appliances,Household Appliance Assets and Business of General Electric FPA Fisher&Paykel Appliances Holdings Limited(Chinese Name:斐雪派克)was established in 1934 and is known as the national appliance brand of New Zealand,the global top-level kitchen appliance brand and the famous luxury brand of the world.It has products including ventilator,gas stove,oven,dishwasher,microwave oven,freezer,washing machine,clothes dryer and etc.Its business covers over 50 countries across the world.In 2012,it became a wholly owned subsidiary of Haier Group.In order to perform the undertaking of Haier Group in respect of eliminating horizontal competition,the Company entered into the Trust Agreement on Fisher&Paykel Appliances Holdings Limited between Haier Group Corporation and Qingdao Haier Co.,Ltd.on 25 May 2015,whereby Haier Group entrusted its assets held in Fisher&Paykel Appliances Holdings Limited to the Company for operation and management.DCS high-end kitchen electronic brand under FPA CMM China Market Monitor Co.,Ltd.,established in 1994,has been focusing on research on retail sales in China consumption market for a long term and is the nationally 2016 Annual Report of Qingdao Haier Co.,Ltd.6/239 recognized market research institute in terms of appliance area.Euromonitor Euromonitor,established in 1972,is the leading strategic market information supplier and owns over 40-year experience in respect of publishing market report,commercial reference data and on-line database.They create data and analysis on thousands of products and services around the world.The Stevenson Company Based in Kentucky,the U.S.,the firm is an institution specializing in market survey,research and analysis.The market research and analysis business of the Company started in 1995.Its TraQline product is a world-famous survey and research report on market share.The TraQline product offers customers with analysis based on global market share and consumer behaviors and supports the decision-making of various businesses.IEC The International Electrotechnical Commission.Founded in 1906,it is the worlds first organization for the preparation and publication of international standards of electro technologies,and is responsible for international standardization for electrical engineering and electronic engineering.The goals of the commission include:to ensure that the standards and conformity assessment programs are applied globally in a prioritized manner and to the greatest extent;to assess and improve the quality of products and services involved in its standards;to create conditions for the common use of complicated systems;to improve the effectiveness of the industrialization process;to improve human health and safety,and to protect the environment.8 Interconnected Factories Shenyang Refrigerator Interconnected Factory,Foshan Front-Loading Washing Machine Interconnected Factory,Zhengzhou Air-conditioner Interconnected Factory,Qingdao Mold Interconnected Factory,Qingdao Water Heater Interconnected Factory,Qingdao FPA Electrical Machine Interconnected Factory,Jiaozhou Air-Conditioner Interconnected Factory,Huangdao Central Air-Conditioner Interconnected Factory The mode combining individual and goal Individual means staff;goal means the need of users,rather than the orders in narrow sense.The mode Combining individual and goal encourages the integration of staff with users,and win-win means to realize every employees value while creating value for users.Ton of refrigeration A unit for refrigeration technology,also known as refrigeration ton,which represents the cooling capacity required for 1 ton of saturated water with a temperature of 0 C being refrigerated to the ice with a temperature of 0 C in 24 hours.2016 Annual Report of Qingdao Haier Co.,Ltd.7/239 SECTION II GENERAL INFORMATION OF THE COMPANY AND FINANCIAL INDICATORS I.Information of the Company Chinese name 青岛海尔股份有限公司 Chinese short name 青岛海尔 English name QINGDAO HAIER CO.,LTD.English short name HAIER Legal representative Liang Haishan II.Contact Person and Contact Information Secretary to the Board Representative of securities affairs Name Ming Guozhen Liu Tao Address Department of Securities of Qingdao Haier Co.,Ltd.Haier Information Industrial Park,No.1 Haier Road,Qingdao City Department of Securities of Qingdao Haier Co.,Ltd.Haier Information Industrial Park,No.1 Haier Road,Qingdao City Tel 0532-88931670 0532-88931670 Fax 0532-88931689 0532-88931689 Email III.General Information Registered address Haier Industrial Park,Laoshan District,Qingdao City Postal code 266101 Business address Haier Information Industrial Park,Laoshan District,Qingdao City Postal code 266101 Website http:/ IV.Place for Disclosure and Deposit of Information Designated newspaper for information disclosure Shanghai Securities News,Securities Times ,China Securities Journal,Securities Daily Website for publishing of annual report as designated by the CSRC Deposit place of annual report Department of Securities of Qingdao Haier Co.,Ltd.Haier Information Industrial Park,No.1 Haier Road,Qingdao City V.Summarized Information of Shares of the Company Summarized information of shares of the Company Type of Shares Stock Exchange of Shares Listed Stock Short Name Stock Code Stock Short Name Before Variation A shares Shanghai Stock Exchange Qingdao Haier 600690 VI.Other Related Information Accounting firm engaged by the Company(domestic)Name Shandong Hexin Certified Public Accountants(LLP)2016 Annual Report of Qingdao Haier Co.,Ltd.8/239 Business address 26th 27th Floor,Century Building,No.39 Donghai Road West,Qingdao City Name of signing accountant Zhao Bo,Han Xiaojie Note:Explanation on the information on the financial advisor responsible for continuing supervision of the Company On 12 January 2017,the Company issued the Report on the Execution of Acquisition of Significant Assets by Qingdao Haier Co.,Ltd.,according to which,the acquisition of significant assets related to the acquisition of the appliance assets of General Electric had been completed.As the financial advisor for this acquisition of significant assets,China International Capital Corporation Limited will carry out continuing supervision on the Company in the period from 12 January 2017 to 31 December 2018.Information on such continuing supervision will be disclosed after the ending of the corresponding reporting period.VII.Key accounting data and financial indicators of the Company for the last three years(I)Key accounting data Unit and Currency:RMB 2016 2015 YoY change(%)2014 After adjustment Before adjustment Operating revenue 119,065,825,201.51 89,797,165,994.89 89,748,320,410.91 32.59 96,929,763,894.36 Net profit attributable to shareholders of the Company 5,036,652,240.84 4,303,751,562.92 4,300,760,542.82 17.03 5,337,541,039.32 Net profit after deduction of non-recurring profit or loss attributable to shareholders of the Company 4,332,453,050.07 3,674,952,510.15 3,674,952,510.15 17.89 4,324,036,509.60 Net cash flows from operating activities 8,054,704,601.30 5,604,166,955.11 5,579,600,612.93 43.73 6,769,361,298.35 As of December 31 2016 As of December 31 2015 YoY change(%)As of December 31 2014 After adjustment Before adjustment Net assets attributable to shareholders of the Company 26,364,725,409.83 22,733,334,660.35 22,693,976,160.95 15.97 24,608,468,130.41 Total assets 131,255,290,325.24 75,960,718,327.49 75,960,672,801.38 72.79 82,348,719,644.44 (II)Key financial indicators 2016 2015 YoY(%)2014 After adjustment Before adjustment 2016 Annual Report of Qingdao Haier Co.,Ltd.9/239 Basic earnings per share(RMB per share)0.826 0.706 0.705 17.00 0.933 Diluted earnings per share(RMB per share)0.823 0.706 0.705 16.57 0.932 Basic earnings per share after deducting non-recurring profit or loss(RMB per share)0.71 0.603 0.603 17.74 0.754 Weighted average return on net assets(%)20.41 16.22 16.22 Increased by 4.19 pct pt 29.34 Weighted average return on net assets after deducting non-recurring profit or loss(%)17.56 13.86 13.86 Increased by 3.7 pct pt 23.89 Explanation of the key accounting data and financial indicators of the Company as at the end of the reporting period for the previous three years Applicable Not Applicable (1)Effective from June 2016,GEA has been included in the Companys consolidated statements.In the year 2016,GEAs contribution to the revenue of the Company amounted to RMB25.83 billion,while its contribution to the net profit attributable to shareholders of the Company of approximately RMB435 million,and the contribution to the net profit attributable to shareholders of the Company after deduction of non-recurring gain or loss of approximately RMB886 million.(2)The original business of the Company(excluding the effect of consolidating the financial result of GEA)recorded a revenue of RMB93.23 billion,representing a year-on-year increase of 3.82%.In 2016,the revenue was affected by factors including 1)the black goods business of the brand of Leader was removed out of the Companys consolidated statements due to the sale of its equity to the strategic investors,2)the disposal of joint ventures focusing on distribution business were proactively done in order to straighten the Companys business development direction and other factors.The impact of those factors is about RMB 3.2 billion.Excluding the impact of those factors mentioned above,the original business of the Company(excluding the effect of consolidating the financial results of GEA)recorded a year-on-year growth of 7.66%as measured with the same caliber.(3)The original business of the Company(excluding the effect of consolidating the financial results of GEA)recorded net profit attributable to shareholders of the Company of RMB4.60 billion and net profit attributable to shareholders of the Company after deduction of non-recurring gain or loss of RMB3.45 billion.Assuming the simulation netting of non-comparable factors,net profit attributable to the shareholders of the Company increased by 13.91%in 2016 year over year while net profit attributable to shareholders of the Company after deduction of non-recurring gain or loss increased by 11.95%.Those non-comparable factors included the change in accounting method with respect to Bank of Qingdao,acquisition costs and financial costs related to GEA,costs of stock incentive plan for employees,as well as the income generated from the disposal of some equity interests in 2015(2016:nil)and etc.2016 Annual Report of Qingdao Haier Co.,Ltd.10/239 .Differences in accounting data under domestic and overseas