600690
_2015_
青岛
海尔
_2015
年年
报告
修订版
_2016
06
22
Qingdao Haier Co., Ltd.
2015 Annual Report
1 / 239
Stock Code: 600690 Short Name: Qingdao Haier
`
Qingdao Haier Co., Ltd.
2015 Annual Report
Stock Code: 600690
Qingdao Haier Co., Ltd.
2015 Annual Report
2 / 239
Important Notice
I.
The Board, the supervisory committee and directors, supervisors and senior
management of the Company hereby assure that the content set out in the annual report is
true, accurate and complete, and free from any false content, misleading statement or
material omission, and are individually and collectively responsible for the content set out
therein.
II. Information of Directors absent from Meeting
Position of director
absent from meeting
Name of director absent
from meeting
Reason for the absence of
director from meeting
Name of proxy
Director
Peng Jianfeng
Personal affair
Wu Changqi
Independent Director
Chen Yongzheng
Personal affair
Wu Cheng
III. Shandong Hexin Certified Public Accountants (special general partnership) has issued a
standard and unqualified audited report for the Company.
IV. Liang Haishan (legal representative of the Company), Gong Wei (chief accountant) and Yin
Wenjun (person in charge of accounting department or director 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: to declare a cash dividend of RMB2.12 per 10 shares (tax
inclusive) based on the total number of shares as at the registration date in respect of future proposal for
profit distribution.
VI. Disclaimer in respect of forward-looking statements
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
IX. Important Risk Warnings
For the contents of risk which the Company may be subject to, please refer to the relevant
information set out in the section of Management Discussion and Analysis in this report.
Qingdao Haier Co., Ltd.
2015 Annual Report
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Chairman: Liang Haishan
Qingdao Haier Co., Ltd.
28 April 2016
Qingdao Haier Co., Ltd.
2015 Annual Report
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Contents
SECTION I
DEFINITIONS .................................................................................................................... 5
SECTION II
GENERAL
INFORMATION
OF
THE
COMPANY
AND
FINANCIAL
INDICATORS
7
SECTION III SUMMARY OF THE COMPANY’S BUSINESS ............................................................. 13
SECTION IV
Management Discussion and Analysis ...................................................................... 21
SECTION V SIGNIFICANT EVENTS .................................................................................................... 47
SECTION VI CHANGES IN SHARE CAPITAL OF ORDINARY SHARES AND INFORMATION
ABOUT SHAREHOLDERS .................................................................................................................... 75
SECTION VII THE RELEVANT INFORMATION OF PREFERRED SHARES ................................... 87
SECTION VIII DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES ....... 88
SECTION IX CORPORATE GOVERNANCE ...................................................................................... 101
SECTION X
RELEVANT INFORMATION ON CORPORATE BONDS .................................. 110
SECTION XI FINANCIAL REPORT .................................................................................................... 111
SECTION ⅩII DOCUMENTS AVAILABLE FOR INSPECTION ...................................................... 239
Qingdao Haier Co., Ltd.
2015 Annual Report
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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 (short name and stock code: KKR)
KKR,
KKR
(Luxembourg)
KKR Home Investment S.àr.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)
FPA
Fisher & Paykel Appliances Holdings Limited (Chinese Name:裴雪派克)
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. Business scope covers over 50 countries/areas of 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 Chinese consumption market for a long term and
is the nationally recognized market research institute in terms of appliance
Qingdao Haier Co., Ltd.
2015 Annual Report
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area.
Euromonitor
Euromonitor, established in 1972, is the leading strategic market
information supplier and owns over 40-years’ experience in respect of
publishing market report, commercial reference data and on-line database.
Data and analysis offered by it involve the whole world and cover
thousands of product/service kinds.
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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 of 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
finance@
finance@
III. General Information
Place of incorporation
Haier Industrial Park, Laoshan District, Qingdao City
Zip code of place of incorporation
266101
Place of office
Haier Information Industrial Park, Laoshan District,
Qingdao City
Zip code of place of office
266101
Website
Email
9999@
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
Short name
Stock Code
Short name before
change
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
(special general partnership)
Qingdao Haier Co., Ltd.
2015 Annual Report
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Place of office
26 – 27 Floor, Century Building, No.39
Donghai Road West, Qingdao City
Name of signing
accountant
Zhao Bo, Wang Lin
Sponsor
responsible
for
continuing supervision during
the reporting period
Name
China
International
Capital
Corporation
Limited
Place of office
27 and 28 Floor, China World Towers 2, No.1
Jianguomenwai Avenue, Chaoyang District,
Beijing
Name of signing
representative
of
sponsor
Sun Lei, Chen Jingjing (note)
Period
of
continuing
supervision
17 July 2014 --31 December 2015
Note: On 24 October 2015, the Company issued the Announcement on Replacing Representative of
Sponsor Responsible for Continuing Supervision on Non-Public Issuance of A Shares in 2013 from
Qingdao Haier Co., Ltd., the Company received the Report on Job Change of Representative of Sponsor
Liu Shulin and Replacement of Representative of Sponsor Responsible for Continuing Supervision on
Non-Public Issuance of A Shares in 2013 of Qingdao Haier Co., Ltd. delivered by China International
Capital Corporation Limited (―CICC‖), the sponsor of the Company, whereby the original representative
of sponsor Mr. Liu Shulin ceased to be the representative of sponsor responsible for continuing
supervision on non-public issuance of A shares in 2013 due to his job change. In order to assure the
operation of continuing supervision, CICC decided to designate the representative of sponsor Ms. Chen
Jingjing to replace Mr. Liu Shulin to perform continuing supervision.
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VII. Major accounting data and financial indicators of the Company for the recent three years
(I) Major accounting data
Unit and Currency: RMB
Major accounting data
2015
2014
Increase/decrease for the
period compared with the
corresponding period of last
year (%)
2013
After adjustment
Before adjustment
Operating revenue
89,748,320,410.91 96,929,763,894.36
88,775,444,479.11
-7.41
86,605,646,350.15
Net profits attributable to
shareholders of listed companies
4,300,760,542.82
5,337,541,039.32
4,991,557,360.87
-19.42
4,174,017,416.61
Net profits after deduction of
non-recurring profit or loss
attributable to shareholders of listed
companies
3,674,952,510.15
4,324,036,509.60
4,324,036,509.60
-15.01
3,759,087,361.58
Net cash flows from operating
activities
5,579,600,612.93
6,769,361,298.35
7,006,580,362.98
-17.58
6,511,435,468.47
As at the end of
2015
As at the end of 2014
Increase/decrease as at the
end of the period compared
with the corresponding
period of last year (%)
As at the end of
2013
After adjustment
Before adjustment
Net assets attributable to
shareholders of listed companies
22,693,976,160.95 24,608,468,130.41
21,840,024,641.14
-7.78
14,494,163,523.45
Total assets
75,960,672,801.38 82,348,719,644.44
75,006,457,051.45
-7.76
61,092,788,947.70
Total share capital as at the end of
the period
6,123,154,268.00
3,045,935,134.00
3,045,935,134.00
101.03
2,720,835,940.00
(II) Major financial indicators
Major financial indicators
2015
2014
Increase/decrease
for the period
compared with the
corresponding
period of last year
(%)
2013
After
adjustment
Before
adjustment
Qingdao Haier Co., Ltd.
2015 Annual Report
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Basic earnings per share (RMB per share)
0.705
0.933
1.740
-24.44
1.534
Diluted earnings per share (RMB per share)
0.705
0.932
1.738
-24.36
1.532
Basic earnings per share after deducting
non-recurring profit or loss (RMB per share)
0.603
0.754
1.508
-20.03
1.382
Weighted average return on net assets (%)
16.22
29.34
27.58
Decreased by 13.12
pct. pt.
32.88
Weighted average return on net assets after deducting
non-recurring profit or loss (%)
13.86
23.89
23.89
Decreased by 10.03
pct. pt.
29.62
Explanation of the major accounting data and financial indicators of the Company as at the end of the reporting period for the previous three years
① During the reporting period, the Company completed acquisition of overseas white goods assets of Haier Group, which resulted in the merger of
enterprises under the same control. In accordance with the accounting standards for business enterprise, the Company restated respective financial data of
2014.
②Zhangqiu Haier Electrical Engineering Co., Ltd. and Haier Medical and Laboratory Products Co., Ltd. were not included in the consolidated statements of
the Company for the period, and the adjustment to business model for equipment products affected revenue of the Company. The revenue of the Company for the
reporting period would decrease by about 4.5% as compared to the corresponding period of last year when excluding above factors.
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Ⅷ. Differences of accounting data under domestic and overseas accounting standards
(Ⅰ)Differences of net profit and net asset attributable to shareholders of listed company in
financial report disclosed simultaneously according to international accounting standards and
according to accounting standards generally accepted in the PRC
□ Applicable √ Not Applicable
(Ⅱ) Differences of net profit and net asset attributable to shareholders of listed company in
financial report disclosed simultaneously according to overseas accounting standards and
according to accounting standards generally accepted in the PRC
□Applicable√ Not Applicable
IX. Major financial data of 2015 in quarters
Unit and Currency: RMB
The first Quarter
(January-March)
The Second
Quarter
(April-June)
The Third Quarter
(July-September)
The Fourth
Quarter
(October-Decemb
er)
Operating revenue
24,241,302,156.92 23,044,558,239.03 23,632,762,187.91 18,829,697,827.05
Net profits
attributable to
shareholders of
listed companies
1,082,457,346.59
1,649,550,850.32
857,206,581.52
711,545,764.39
Net profits after
deduction of
non-recurring
profit or loss
attributable to
shareholders of
listed companies
939,292,861.15
1,570,396,549.42
642,186,945.81
523,076,153.77
Net cash flows
from operating
activities
1,765,299,717.34
80,454,058.21
-641,305,603.84
4,375,152,441.22
Explanation of difference between quarterly data and disclosed regular reporting data
√Applicable □ Not Applicable
During the reporting period, the Company completed the acquisition of overseas white goods assets
from Haier Group, which resulted in the merger of enterprises under the same control. Under the
relevant requirements of Accounting Standards for Business Enterprises, the Company restated the
financial data for each quarter.
X. Non-recurring Profit or Loss Items and Amount
√Applicable □ Not Applicable
Unit and Currency: RMB
Non-recurring profit or loss items
Amount of 2015
Losses and profits from disposal of non-current assets
13,327,370.03
Government grants included in current profit or loss, except that
95,078,644.93
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closely related to the normal operating business, complied with
requirements of the national policies, continued to be granted
with the amount and quantity determined under certain
standards
Current net profit and loss of subsidiaries occurred as a result of
merger of enterprises under the same control from the beginning
of the period up to the date of merger
223,063,608.99
Other non-operating net income and expenses other than the
aforementioned items
205,936,250.61
Gain from disposal of long-term equity investment
338,388,556.06
Gain from disposal of financial assets available for sale
54,535,164.73
Profit of remaining equity occurred from re-measurement at fair
value after loss of control
49,201,148.46
Amount of minority shareholders’ equity effect
-257,738,419.70
Amount of income tax effect
-95,984,291.44
Total
625,808,032.67
XI. Items Measured through Fair Value
Unit and Currency: RMB
Name of item
Opening balance
Closing balance
Change for the
current period
Amount of current
profit affected
Forward
foreign
currency contract
103,626,200.86
14,362,482.92
-89,263,717.94
-40,519,146.53
Available-for-sale
financial assets
1,394,842,730.44
1,453,993,243.39
59,150,512.95
96,453,929.29
Total
1,498,468,931.30
1,468,355,726.31
-30,113,204.99
55,934,782.76
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SECTION III SUMMARY OF THE COMPANY’S BUSINESS
I. Explanation of Major Business, Operating Mode and Information of Industry Where the
Company Engaged in during the Reporting Period
(I) Major Business of the Company
The Company mainly engages in research, development, production and sales of white home
appliances with product portfolios covering refrigerators/freezers, washing machines, air-conditioners,
water heaters, kitchen appliances products, small home appliances, U-home smart home business, etc.,
which enable the Company to offer integrated solutions for smart homes to our consumers. Channel
integration service business includes logistics, after sale, home appliances and other products
distribution business. Since its establishment, the Company has been always upholding the concept of
―taking the user as right and ourselves as wrong‖. Through continuing strategic transformation and
constant creation and innovation, the Company has become the leading white home appliances company
of the world. According to the retail sales statistics on the large home appliances for the year 2015
published by Euromonitor, an internationally recognized market research institute, in 2015, sales of
Haier’s large home appliances represented a global market share of 9.8%, ranked first in the world for
the seventh time. Meanwhile, global sales of Haier’s refrigerators, washing machines, wine cellars and
freezers continued to rank first in the world.
For domestic market, the Company’s products of refrigerator, freezer, washing machine and water
heater captured the largest market shares while products of home air conditioner ranked the third.
For overseas markets, the Company remained committed to brand creation strategy, promoted
multi-brands operation, improved operation capacity through localization of R&D, manufacture and
Global market shares represented by the Company’s products
Chinese market shares represented by the Company’s products
Percentage of Haier
white goods
Percentage of Haier
refrigerators
Percentage of Haier
washing machines
Percentage of Haier
freezers
Percentage of Haier
wine cellars
Source: Euromonitor, data on retail volume shares of 2015
Percentage of refrigerators
Percentage of freezers
Percentage of washing
machines
Percentage of water
heaters
Percentage of air conditioners
Source: China Market Monitor (CMM), data on retail volume shares of 2015
Qingdao Haier Co., Ltd.
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marketing and also actively seized development opportunities and acquired white appliances assets of
original Sanyo Asia Pacific, managed FPA, integrated GE home appliance business to enhance
competitiveness in the global market.
Facing to the opportunities and challenges brought by the Internet era, the Company built an
external U+ Smart Life platform and an internal smart connected factory ecosystem platform, and
explored and practiced the transformation to the platform-type enterprise providing smart life integrated
solutions. U+ Smart Life platform established of scene business ecosystem and built diversified profit
model by exploration and practice of business model of ―Internet appliance + application + service +
platform‖, while smart-connected factory focused on providing the best customized experience in
overall procedure of users need, innovation, experience, pre-sale, smart manufacture, iteration,
independently researched and developed the leading smart-connected factory cloud platform of COSMO
in the world, integrated fragmented needs under the Internet era with as interactive
window, implemented large-scale customization to meet individual need of users.
(Ⅱ) Industry Situation Description
1. Global white appliances markets: global economy went through profound adjustment,
industry growth suffered pressure in 2015 and regional differentiation was obvious.
In 2015, affected by profound adjustment of global economy, weak recovery, substantial
fluctuation in financial and commodity market, geopolitical risks, the whole global white appliances
market showed a decline trend. According to the statistics offered by Euromonitor, global retail sales of
refrigerators, washing machines and home air conditioners in 2015 respectively recorded a year-on-year
decline by 2%, 4% and 3%. For major areas, Europe, Latin America and Central & Eastern Africa
markets showed negative growth. Only America market maintained relatively rapid growth, in which,
retail sales of refrigerators, washing machines and home air conditioners respectively recorded a
year-on-year increase by 5%, 4% and 2%. Asia Pacific market overall maintained stable, and retail sales
of refrigerators, washing machines recorded a slight year-on-year increase by 2% and 1% respectively,
while retail sales of home air conditioners recorded a year-on-year decline by 3%.
2. Domestic white appliances market: affected by higher penetration rate, slow economic
growth and sluggish real estate market, white appliances sector in 2015 experienced weak growth.
(1) After over 30 years of rapid development, domestic white home appliances showed a higher
penetration rate, updating needs became dominant, the industry went into a stage of stable growth, and
the driving factor for industry growth changed from sales increase to structural improvement with
consumption upgrade. Since the macro economy entered into phase of new norm, affected by factors
including slow economic growth and sluggish real estate market in 2015, the industry showed a weak
growth. For subsectors, ①Air conditioner market experienced an extremely depressed demand due to
reasons including relatively cool summer. According to the data released by CMM, in 2015,
industry-wide retail sales and retail volume of air-conditioners decreased by 4.8% and 1.1% respectively
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compared with the corresponding period of last year. For output from factories, according to the China
Industry Online data, in 2015, volume in domestic market decreased by 10.39% compared with the
corresponding period of last year. A number of reasons, such as the increasing industry-wide channel
inventory compared with 2014, sluggish demand and price competition, all substantially weakened
dealers’ willingness to restock. ②Industry-wide retail sales of refrigerators and washing machines
respectively recorded slight decline and slight growth. Benefiting from improved average price as result
of structural upgrade of products, retail sales of refrigerators and washing machines achieved better
retail sales than retail volume. According to the data released by CMM, in 2015, industry-wide retail
sales and retail volume of refrigerators decreased by 1.2% and 4.9% compared with the corresponding
period of last year, while the retail sales and retail volume of washing machines increased by 4.0% and
0.6% compared with the corresponding period of last year.
Given that the industry went through short-term weakness, to most extent, growth is driven largely
by seizing market shares, which led to increasingly tense competition, especially in mid-end and
low-end markets where the products were highly commoditized, air conditioners sector, in particular
experienced several price wars as a results of inventory building up.
(2) Domestic product mix upgraded significantly, mid-end and high-end products
maintained rapid growth. Increased percentage of update demand, life concept change brought by the
emerging middle class, increasing attention on quality, design, function, brand, all drove the
improvement of product mix with strong potential of long-term industrial upgrading. For example, in
2015, multi-door refrigerator was gaining popularity and the industry-wide retail sales of multi-door
refrigerators topped to a percentage of 27.1%, representing a year-on-year increase of 8.4 pct. pt. In
washing machine industry, front-loading and high-capacity type trend was obvious and the
industry-wide retail sales of front-loading washing machines topped to a percentage of 41.8%,
representing a year-on-year increase of 5.1 pct. pt. High-capacity inverter washing machines maintained
rapid growth. In air conditioner industry, artistic, high-efficiency and intelligent (WIFI) type trend was
obvious, such as the retail sales of artistic air conditioners topped to a percentage of 40.3%, representing
a year-on-year increase of 14 pct. pt. For the water heater sector, gas water heaters showed a relatively
favorable growth with a year-on-year increase of 13.4%.
(3) Rapid development of Internet technology led to industrial transformation and
upgrading and reestablishment of business mode. The rapid development and application of the
mobile Internet, IOT, big data, cloud platform technologies deeply changed people’s living and
consumption habit, and also would reestablish the operating mode and profit mode of white appliance
sector, and forced the corporate strategy, operation and structure to go through transformation and
upgrading. ①In respect of products, in 2015, white appliances became more intelligent. Appliance
companies strengthened the intelligence of products. More and more Internet companies provided
intelligent hardware. Cross sector cooperation became popular, and smart home appliance industry was
accelerated on base of resources integration. With the improvement of smart home appliance industry,
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profit mode was expected to transform from simple hardware sales income mode to ―hardware +content
+service‖ diversified income mode, injecting new energy into the industrial development. ②For
channels, e-commerce marks the rise of multi-channel strategy, where e-commerce channel maintained
rapid growth and O2O transformation was actively promoted offline to keep up with the new era. ③For
supply chain, Made in China 2025 plan would deeply promote the extensive integration of information
and industrialization, accelerate the industry-wide transformation of smart manufacture, advance home
appliance to transform from large-scale manufacture to large-scale customization and personalized C2B
custom pattern to raise added value of products.
Industry Outlook:
In 2016, domestic white appliance industry still faces relatively high challenge, white
appliances market maintains a strong potential in structural upgrading in the middle and long
term. In 2016, the whole economy of China is going into new growth stage and structural adjustment
period, factors including high market inventory and weak demand brings challenges for the growth of
white appliance industry, while recovered sales and declined inventory in real estate market are expected
to reduce some adverse factors and promote the industry to go back to normal status.
In the medium and long term, domestic white appliances market still maintains relatively
large space in industrial upgrading. ①Domestic white appliances market keeps large potential in
structural upgrading compared with developed countries. Under the promotion of factors including
consumption concept change and resident income improvement, high-end oriented product trend
remains unchanged and the average price and added value of products are accordingly increased. ②
New business mode is expected to be established due to rapid development of smart home and increase
of maturity of relevant industry chain, bringing new growth space for the industry. ③Resident
consumption focus transforms from material to spirit, which will accelerate the release of individual and
diversified demand for products. Individual customization will raise the added value of single product.
Large-scale customization era may come and promote the improvement of industrial value. ④As
integration in the industry is accelerated, and enterprises which lack innovation and hold highly
homogenized products will be eliminated. Technologic innovation will become a core and competitive
factor. Positive leading companies obtain more shares, which will improve their influence and power
and right in the industry.
Competitiveness of Chinese leading white appliance companies in global market continues to
improve, bringing room for the development in overseas. After over 30 years of development, on
the base of large Chinese market, competitiveness of Chinese leading white appliance companies in
global market continues to improve. Excellent companies further improves their competitiveness and
industrial position through internal productiveness construction and external merger, which does good
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to the global resources integration and market expansion and helps to bring room for the development
of Chinese enterprises in foreign market.
II. Explanation on significant change on major assets of the Company during the reporting period
During the reporting period, the Company completed its acquisition of overseas white appliance
assets in Haier Group. As of 31 December 2015, the overseas assets of the Company were RMB
8,059,495,169.77, representing 10.61% of the total assets.
III. Analysis on core competitiveness during the reporting period
Since the foundation of the Company in 1984, it always adhered to the principle of driving the
sustainable and healthy development with innovation system centered on the needs of users, and it has
successfully turned itself from a debt-burdened collective small factory which was on the verge of
shutdown into one of the largest home appliances manufacturers in the world. The Company is
committed to realizing sustainable development across different cycles through continued innovations
on development strategy and operating mode, brand, research and development, products, construction
of foreign and domestic market to achieve competitiveness adaptive to ever-changing conditions.
(I) Brand competitiveness: According to the data published by Euromonitor, Haier has been
ranked first among global large home appliances brands for 7 years, refrigerators, washing machines,
wine cellars, freezers continue to be ranked the first in the world. In response to the personalization and
diversification of users' needs, Haier persists in promoting multi-brands operating strategy and building a
multi-level system of brands. In domestic market, the Company mainly operates Haier, Casarte and
Leader brands, in which, Casarte has become the first choice among high-end home appliance brands for
3 successive years. In markets of different overseas areas, the Company promotes dual-brands operating
strategy to comprehensively cover markets of different levels. Currently, Haier has expanded its brand
popularity in overseas markets to over 60%, while in Pakistan and Nigeria, Haier popularity tops at 99%
and 95% respectively. Haier’s core competitiveness lies in the global presence of its brand, and the
recognition of consumers. Leveraging on these advantages, Haier is able to maintain its leading position
amidst ever-changing industry landscape as it faces competition from various brands home and abroad
and the emergence of e-commerce.
(II) R&D competitiveness: Stick to the open innovative strategy of ―The world is my R&D
department‖, focus on consumers’ needs to promote innovation, reform conventional R&D to iteration
R&D, meanwhile, establish open innovation platform with integration of on-line and off-line modes to
support such transformation, so as to realize zero distance interaction among global users, innovators as
well as creative resources and support to produce revolutionary solutions. ①On-line open innovation
platform, HOPE, could realize matching between innovation sources and resources in the course of
innovation transformation and continuously produce cross sector and revolutionary creative results. It
has become a leading domestic open innovation platform. Currently, this platform could connect
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3,200,000 leading resources of the world with 370,000 registered resources and on average produce over
6,000 innovative ideas every year. R&D matching period has been shortened to six weeks from previous
eight weeks. ②the Company has built five top R&D centers in the world, which are located in Qingdao,
Kyoto & Kumagaya, Nuremburg, Evansville, New Zealand Auckland & Dunedin, established global
open innovation resources network and realized off-line interaction and products transformation and
iteration. The Company constantly keeps its technology, products and innovation ability advanced and
competitive and it has accumulatively obtained 90 international design awards and 14 national science
and technology awards. In addition, the Company led the establishment of the first work team for
international standards of refrigerator, which was first such team in domestic refrigerator area. Patents
application which represents the Company’s innovation ability maintains leading position in the home
appliance industry.
(III)Product competitiveness: The Company adheres to the product-oriented strategy and adapts
to the trend of the era, and promotes the transition from selling products to providing integrated smart
home appliance solutions to consumers. The Company has developed comprehensive product lines,
covering refrigerators, freezers, washing machines, air-conditioners, water heaters, kitchen electrical
appliances, small home appliances, U-home smart home business, etc., which enable it to offer
integrated solutions for smart homes to consumers. The Company has continuously launched innovative
products to lead the development of the industry with the consumer’s complaints and new pain points of
needs in mind. These products include Haier Tianzhun air-conditioners, Haier self-cleaning
air-conditioners, Haier maglev central air-conditioners, Haier clean-free washing machines, Casarte
Gemini washing machines, Casarte Yunzhen refrigerators and Casarte Legend water heaters, etc. The
core of its products’ competitiveness lies in the precise targeting of the pain point of consumers against
the backdrop of the trend towards high-end, customized and diversified products. Over the years, the
Company ranked the first in terms of market shares in refrigerator, freezer, washing machine and water
heater business, and the Company ranked the third in the industry in terms of the market share of
air-conditioning products.
(IV)Network competitiveness: establishment of diversified channel system: maintain long-term
favourable strategic cooperation with channels including Gome, Suning and regional home appliance
chain stores. In respect of its own channels, Haier has established more than 8,000 county-level stores,
and more than 30,000 stores within town and country-level network. The logistic system across the
nation guarantees the distribution to counties within 24 hours and to towns within 48 hours, thus
achieving distribution on demand and one-stop service of distribution and installation. The network
comprising of more than 20,000 service providers is always available for service, which enable the
Company to offer comprehensive, timely and care-free services. In respect of e-commerce channel with
rapid development, the Company maintains favorable cooperation with e-commerce platforms including
Tmall and JD, and advances business development through individual and different products layout.
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(V) Supply chain competitiveness: The Company owns advanced manufacture capability and
process technologies to provide consumers with high-quality home appliance products. Facing with
challenges bring by Internet era, the Company initiatively promotes large-scale customization
transformation to satisfy consumers’ increasing personal and customized needs for products.①
Initiatively launch a platform that delivers connected customization experience for user community,
namely Creative Convergence ( which provides users with information channels
and solutions through various modes including module customization, crowd-sourcing customization
and special customization. ②Set up seven connected factories and establish connecting factory system
to realize direct delivery of orders from users to factory and direct delivery of products from factory to
users. ③Establish an open platform called Haidayuan that delivers connected experience for module
suppliers. Through such platform, suppliers are transformed from retailers to module suppliers, who
participate in design and provide module-oriented solutions to meet individual needs and create best user
experience.
(VI) Overseas market competitiveness: Stick to own brand development strategy and develop
competitive advantages based on localization, low cost and high-quality service via a localization
mode of integrated design, manufacture and marketing. ①Localized supply chain system includes
nine overseas factories covering Europe, America, Asia, Middle East and Africa; ②Continuously
improved brand awareness and reputation: According to survey data provided by Millward Brown, a
world-renowned brand information consulting company, Haier brand awareness in overseas market has
exceeded 60%. In Europe, America, Japan, Korea and other developed countries, while Haier brand
awareness is improving stably year by year, the design, quality and innovative elements of Haier
refrigerator and washing machine are well known and recognized by local users. ③Channel layout
appropriate for different regional characters: Our products are sold to over 100 countries, the overseas
sales network covers over 43,000 entities. In developed markets, such as Europe and America, Haier
brand has successfully been introduced to top 10 retail chains while significant effort has been put into
expanding home appliance franchised stores in developing countries. In view of channel transformation
opportunities brought by rapid development of e-commerce in Internet era, Haier actively promotes the
synchronous development of conventional off-line channels and on-line e-commerce channels.
(VII) Cultural competitiveness: Credibility culture based on quality and service is the core driver
of Haier’s growth, and is also the essential reason of constant success of Haier. Leveraging on credibility
culture of ―user-oriented‖ and ―persistent honesty‖, Haier has turned itself from a small collective
factory which was on the verge of shutdown into one of the largest white goods manufacturers in the
world, while keeping leading position in world-wide innovation in Internet era. Haier upholds the
concept of ―always take the users as right and ourselves as wrong‖. This concept stimulates the spirit of
innovation, revolution and entrepreneurship of Haier and motivates it to follow the times and
continuously improve and challenge itself, so as to always seize development opportunities. The
win-win model of combining individual and goal is the assurance of sustainable operation of Haier. In
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exploring the ―individual-goal combination 2.0, Co-create and Win-win ecosystem‖, Haier endeavors to
build win-win ecosystem based on user value interaction in new stage of e-commerce era to make every
employee his/her own CEO and realize their own value while creating value for users, so as to achieve
win-win situation which is critical to parties in system.
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SECTION IV Management Discussion and Analysis
I.
Management Discussion and Analysis
There are no successful enterprises but only the enterprises of the time. Flexible adjustment of
strategic orientation based on the change of time is essential for long-term sustainable development. At
present, the Company is operating at the network strategic stage and endeavoring to transform into a real
Internet enterprise, overturn the self-contained and closed system of traditional enterprises to become a
node in the network interconnection, interconnect and exchange various resources, and build the
win-win ecosystem in the post e-commerce time based on the user value interaction, so as to provide
smart home appliance solution for consumers and realize win-win appreciation for all parties concerned.
In 2015, the Company carried out transformation of ―platformisation, maker culture among the staff and
user personalization‖; thus the Company was no longer the self-closed system but comprehensively
integrated into the Internet, made access to global high-quality resources without boundary to share
interests and risks with related parties and jointly create the win-win Internet platform. Staff became the
―makers‖ for entrepreneurship and innovation as well as partners growing up with the enterprise rather
than those being led. A large number of consumers and users became the prosumers who participated in
the whole process of production and innovation rather than passive commodity purchasers.
In 2015, the Company’s principle operating activities were as follows: ① The Company
constantly made strategic investment in the construction of U+ Smart Life platform and its industrial
ecological cycle, connecting factories and customized platform of Creative Convergence, exploration of
business development mode in the era of Internet to expand the business growth space; ② In the
domestic market, the Company pushed forward the rapid development of product leading strategy and
brand Casarte, accelerated the product, brand and channel layout in the mid-end and high-end markets
with great growth potential, and grasped the industrial development trend; in order to enhance the retail
competitiveness of market terminal, the Company positively adjusted the operating mechanism to
improve the consumer confidence, reputation among users and organizational efficiency; ③ the
Company steadily propelled the overseas market development, adhered to its own brand strategy, and
promoted the localization operating mode integrated with R&D, manufacturing and sales; it took the
opportunity to initiate the integration of GE home appliance business, improved and upgraded the global
market layout.
In 2015, the Company recorded revenue of RMB89.7 billion, representing a decrease of 7.41% as
compared to the corresponding period of last year (revenue of the Company was affected by the fact that
Zhangqiu Haier Electrical Engineering Co., Ltd. and Qingdao Haier Special Electrical Appliance Co.,
Ltd. were excluded from consolidated statements during the reporting period and the distribution mode
of partial equipment components business was adjusted; if excluding the above influencing factors, the
Company’s revenue in the whole year was decreased by around 4.50% year-on-year. During the
reporting period, revenue was affected to some extent by constant industrial downturn and positive
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adjustment made by the Company. On a quarterly basis, driven by the gradual reflection of adjustment
effect, revenue growth in Q4 improved as compared to the last quarter and revenue for the single quarter
increased by 1.3%. If the Company strengthened its market terminal competitiveness and gained growth
through launching the cost-effective Jin Chu air-cooling refrigerators while the Company’s refrigerator
business maintained its leading position in the mid-end and high-end market for the fourth quarter of
2015, the domestic revenue for the fourth quarter would gain double-digit growth as compared with the
same period of last year.
The gross profit margin increased by 0.35 pct. pt. to 27.96% compared with the corresponding
period of last year. During the reporting period, the sales expense increased by 4.15% compared with the
corresponding period of last year. An increase in sales expense was attributable to the Company’s
consolidated construction of high-end brand Casarte and channels, and increased investment in market
user interaction based on the change of market competitive environment.
According to data released by the third statistical institution CMM, the market share of refrigerators
and washing machines of the Company in 2015 were continuously improved. Specifically, the share of
retail sales of refrigerators was 27.4%, increased by 1.4 pct. pt. year-on-year; the share of retail sales of
washing machines was 26.5%, increased by 0.33 pct. pt. year-on-year; and the share of retail sales of air
conditioners was 12.01%, slightly decreased by 0.30 pct. pt. year-on-year and basically maintained
stable.
II. Principle operating conditions during the reporting period
The principle operating activities during the reporting period were as follows:
1. Enhancing R&D and setting up standards: Depending on the global leading R&D system,
the Company maintained investment in R&D, possessed leading industrial technologies and
standards, supported the upgrading of product structure, and continuously led the industrial
development.
Refrigerator business: The Company made breakthrough and innovation through the main
technologies of intelligence, health, energy conservation and frostless feature, led the ultimate freshness
and spatial art, and defined the manufacturing standard for high-end refrigerators. In the first quarter of
2015, the Company launched the world’s first refrigerator with air-suspending oil-free power
refrigerating system to create the new energy-saving and spatial utilization solution in the industry and
provides the experience of ―cell-level freshness‖ under zero temperature difference. Compared with
common frequency-converter refrigerators, such refrigerator saved more than 30% energy, and the
effective volume was increased 10-20L. With the unique calculus smart control technology, the
temperature fluctuation scope was controlled within ±0.05℃ to approach the constant temperature state,
so as to preserve food under accurate, stable and constant refrigeration with constant temperature.
Promoting upgrade of industrial standard. In the first quarter of 2015, the Company launched the
world’s first refrigerator with separate storage for dry and wet items, and led to formulate the standards
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of frostless refrigerator with separate storage for dry and wet items. The plant fiber characteristics of
HCS transparent and wet film initiated by technology of separate storage for dry and wet items
maintained the relative humidity of high wet zone at 90-95% for a long term without drops of water, so
as to preserve fruits and vegetables against decomposition. In the valuable food dry zone, the relative
humidity was maintained at around 45% stably through change of saturated air pressure, to satisfy the
user’s demand for dry food storage. In March 2015, the standards for frostless and separate storage for
dry and wet items which were formulated under the leadership of Haier Refrigerators were released in
Beijing. In December 2015, the international refrigerator preservation standards which were formulated
under the leadership of Haier Refrigerators were officially established under the witness of international
authoritative standard institutions such as IEC, VDE, UL, and BVQI and industrial experts, and the
Company became the first Chinese home appliance enterprise which led to nominate and formulate
international standards and successfully set up the project. In the fourth quarter of 2015, the application
of technology of separate storage for dry and wet items on refrigerators was awarded the first scientific
and technological progress prize by Home Appliance Association, and was identified as international
pioneered technology by the expert team in the science and technology achievement appraisal of the
Ministry of Light Industry.
Haier refrigerator was respectively granted 2015 Germany IF Design Award, Germany Plus X
―2015 Most Innovative Brand Award‖ and other authoritative international awards depending on its
excellent innovative design and product quality. In the Chinese Smart Home Conference and Wisenjoy
Annual Awards Ceremony for 2015 organized by CHEARI, the first launched Internet refrigerator
Xinchu was awarded the ―Best Smart Refrigerator of China in 2015‖. Meanwhile, Haier Xinchu
refrigerator and Casarte Dingji Yunzhen refrigerator was also awarded ―Annual Best Refrigerator‖, and
Haier became the unique enterprise obtaining 3 prizes in the industry.
Home air-conditioner business: Based on the users’ demand, the Company gradually attached
attention from energy conservation, refrigeration and heating, noise and other basic performance to
health and comfort, and the smart and personalized customization became the key factors that affected
the purchase. Haier initiated the comfortable and smart air-conditioner research in the industry and
originally created 8 core technologies that filled in the gap of the industry, including air jet technology,
PMV human thermal comfort technology and smart control technology based on 3 major innovative
concepts of comfort, energy saving, and smart to drive the technical progress of air-conditioning
industry. The Company also brought ultimate smart air-conditioning experience to users based on smart
air-conditioning hardware through APP software operation and introduction of third-party service
related to air. On 8 January 2016, in the National Awards for Science and Technology, Haier
Refrigerators was granted the National Science and Technology Progress Award depending on the
project of ―air-conditioner comfortable and smart control technology research and industrialization‖, and
became the unique awarded enterprise in the home appliance industry this time. In 2015, Haier
captured higher market share in the smart air-conditioner industry. According to the statistics of
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national home appliance website, Haier smart air-conditioner captured market share of 70.31% as of
December 2015.
Under the industrial environment of high inventory and fierce price war in 2015, the Company
insisted on leading technology to create differential consumption experience and differential core
competitiveness and focused on the launch of efficient, healthy and smart new products: (1) the
Company launched new products with self-cleaning and air purification function in the healthy
sub-sectors: ① The new Jinbo wall-mounted air conditioner launched in 2015 firstly adopted
self-cleaning function of patented cold expansion technology, patented condensation technology,
patented sapphire coating and patented antibiosis technology to effectively remove the dirt accumulated
on the heat exchanger of air-conditioner for a long term and prevent the secondary pollution of interior
air; ②The new Dizun packaged air conditioner adopted air purification integrated design, realized
real-time monitoring of air condition, positively recorded the use habit and positively started up the
purification function through Haier smart cloud service. Air purification and regulating function could
be used independently or jointly, and the purification ability card value reached 397.8m3/h. Such
product also was equipped with the gesture control switch, self-cleaning and low-frequency noise
function, and its properties and technology kept ahead of similar products in the industry. (2) For
comfortable air-conditioning field, the Company created the unique fourth generation air-conditioner in
the industry, Tianzun packaged air-conditioner, which settled the ―air-conditioner disease‖ that has
disturbed the industry and users over a hundred years through innovative application of healthy and
constant air technology; in 2015, to satisfy user’s comfortable demand for bedroom-used air-conditioner,
the Company launched Tianbo air-conditioner with healthy and constant air function used for bedroom.
Its innovative design was granted Germany IF Design Award and Appliance Prize.
Central air-conditioner business: Based on energy conservation and intelligence, the Company
realized maglev leading iteration and released innovative MX wireless multi-split machines through
sharing resources. The Company’s key technology and industrialization of large-scale energy-saving and
environmental maglev centrifugal central air-conditioners were awarded the First Prize of Shandong
Scientific and Technological Progress in 2015.
In the energy-saving field, maglev continuously led and iterated. The Company launched the
industry’s first large-volume and full falling-film maglev air-conditioner. With the highest IPLV of
13.18 in the industry, it became the most energy-saving product in the central air-conditioning industry.
With the largest cooling capacity of single machine, it effectively expanded the service field of maglev
air-conditioners. The Company cooperated with the National Energy Conservation Center to release the
white paper on the development of maglev, which caused the industrial imitation. To resolve consumers’
complaint about large occupying area and high energy consumption of common central air-conditioners,
it launched Y-shaped module machine, which saved half occupying area and the EER reached 3.39,
which is the highest level among similar products in the industry.
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Regarding intelligence, the new generation of MX wireless multi-split machine was released, which
promote the multi-split machine to transmit from cabled era to wireless era. Meanwhile, the innovative
business development mode - Haier central air-conditioning cloud service was upgraded to 2.0
generation, realized central air-conditioning networking and set up the first big data platform of the
industry, to provide real-time monitoring, fault early warming, smart maintenance, energy-saving report,
and other value-added services for users and realized real-time interaction with the third-party resources.
Thanks to the continuous product innovation, the Company’s central air-conditioner business grew 5%
compared with 10% decline of the industry, which was 15 pct. pt. higher than the industry.
Washing machine business: In order to meet consumers’ upgrading demand for health, clothes
care and separate washing, the Company made breakthrough in the key technology of washing machines
with reference to global first-class technical resources and launched washing-free smart ball solution and
solution of washing clothes in different zones to push forward the industrial development. In the test on
international first-class washing machine brands conducted by STIWA, a Germany authoritative
commodity test institution, Haier washing machine gained the highest scores in the indicators of energy
consumption, water consumption and noise test, and its service life had reached the international
first-class brand level. In 2015, the Company’s roller washing machines captured higher domestic
market share than Germany brands and ranked top in the industry, which had broken the market pattern
of foreign brands leading the roller washing machine industry.
① The Company researched and developed the first double-cylinder partition washing machine
in the world, which was called Casarte Gemini Ella washing machine. As the first double-layer
partition washing machine in the world, Casarte Gemini Ella split-cylinder washing machine
could wash clothes in the upper and lower cylinders separately; the upper layer had 12
professional washing modes designed for infant’s clothes, silky underwear and other small
clothes and softly cared for the luxurious fabrics; the lower layer had 18 procedures for
cleaning of daily cotton and linen clothes and large clothes. Such product had excellent
performance on energy conservation and noise reduction, and realized 45DB low noise and
60% energy conservation. For the fashionable aspect, Casarte Gemini Ella washing machine
had obtained two IF design awards, and became the first product that obtained two IF awards in
the industrial record. The product also obtained the ―Product Innovation Award‖ in IFA. After
this product was launched in the market, the Company’s market share of roller washing
machine priced more than RMB10,000 increased more than 10 pct. pt. year-on-year, and the
share exceeded 50%; ② The Company upgraded the crystal roller washing machine product
platform, and developed the roller washing machine with the largest inner cylinder diameter of
global standard dimension, which was called crystal generation II. Its ultra-thin design and
large volume resolved the problem of insufficient space for placing roller washing machine.
After such product was successfully launched in the market, Haier roller washing machine
continuously maintained its leading position among products of the high-end price. ③ The
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launch of clean-free washing machine increased the share of Haier pulsator washing machine
priced more than RMB3,000 from 25.3% to 52.6%, which also increased the market share at
such price from the original 10% to 21% in the industry. ④ The Company created smart
washing. In order to meet the demand for washing clothes, the Company, based on users’
demand and U+ platform, conducted research and integrated all washing related fields from
clothes, washing machine and washing supplies, such as cloth materials, stain, water quality,
laundry detergent and user’s laundry habit to realize the development from washing machine to
clothes washing. Haier Washing Machine cooperated with P&G, Unilever and other global
wash supplies leading brands in the research and development of the special laundry detergent.
It developed campus laundry APP to conduct remote reservation, setting, regulation and
payment for the required laundry service through a mobile APP, and established the
comprehensive application system integrated with Internet of Things technology and Internet to
provide opportunities for college students to start up business on the platform.
Water heater business: For the purpose of safety, health, intelligence and energy conservation,
the Company continuously sustained technical advantage in electric water heater field, accelerated
the development of gas water heater business, and arranged for new growth from heat pump.
① For electric water heaters featuring safe, healthy and intelligence, the Company successfully
researched and developed the first product with the ―washing in clean water‖ technology in the
industry, which may effectively remove more than 90% residual chlorine and sediment and
impurity with diameter larger than 0.12 MM to meet users’ demand for healthy bath. With
scientific and technological elements, the Company developed the Bluetooth music water
heater with the singing and calling function, voice water heater with voice interaction control,
heat storage and water purification all-in-one machine for kitchen, and a series of high-end
differential products. The newly researched water volume customized technology was
identified to reach international leading level. ② For gas water heaters, the Company
launched high air-resisting technology for users living in high floor and having the problem of
using hot water in the heavy wind weather. The Company researched and developed smart
home technology to customize water temperature and water flow according to users’ demand
for hot water, and also customize demand for hot water in different scenarios; it researched and
developed double safety technology as the first company that may apply double-air safety
monitoring technology in the heating stove industry; it launched two offline major series
products: T1S series with high wind load resistance (windforce 10) and Smart Home E2S series.
The self-developed NOCO technology and smart gas control system were identified to reach
the international leading level. NOCO technology was granted the Light Industry Scientific and
Technological Progress Award, and smart gas control system technology was granted Qingdao
Scientific and Technological Progress Award. ③ For heat pump products, to resolve users’
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limited space for use of the product, the Company developed the integrated wall-mounted
product. It was the first time to increase the energy efficiency of wall-mounted heat pump to
more than 3.4 in the industry to enable it to become the real heat pump water heater. The
self-developed CO2 trans-critical circulation ventilation control technology was identified to
reach the international leading level and awarded the Third Prize for Home Appliance
Scientific and Technological Progress. ④ Smart bathroom product was launched to create
smart bath life for users, which led the industrial trend after being displayed in the home expo,
and abstracted several real estate enterprises to engage in cross-border resource cooperation.
Kitchen appliance business: Fast upgrading through product research and development to
gain better feedback from market.
Smoke exhauster: The Company developed self-cleaning smoke exhauster star products for better
cleaning of kitchen, promoted Casarte Nebula and Yundian smoke exhausters, Haier MINI deep
cavity/WIFI deep cavity/ C390 movable side-draught products and other mid-end and high-end products
to drive the growth of market share. For stove, the Company vigorously promoted mid-end and high-end
products with low-to-high prices. It launched smart anti-dry stove to enhance the safety of kitchen. In the
first month of the release of new product, the product ranked No. 1 in the CMM new product ranking list.
For oven, the Company launched Lechu oven, steamer and microwave oven, leading the industry with
3D heating, high temperature steaming and evenly hearing technologies. The Company launched Casarte
high-temperature self-cleaning oven to realize product leadership, and launched air fryer and other new
products. For disinfection cabinet, in 2015, Haier was the first company to launch smart disinfection
cabinet series products featured remote control, process monitoring and smart remind. In the meantime,
the Company conducted joint development with leading resources to launch the even light wave
disinfection cabinet and realize 360° sterilization without dead band.
2. Leading and making high-end arrangement: In the high-end home appliance market with
continuous growth potential, the Company fully, continuously and rapidly improved
competitiveness and led revolution of high-end lifestyle. Casarte brand home appliance revenue
increased by 27% year-on-year.
Surrounding Casarte brand connotation of ―technology, delicacy and art‖, the Company enhanced
the target users’ recognition of Casarte brand through resource focus and accurate marketing
communication: Became the first sponsor brand in home and kitchen appliance industry through
strategic cooperation with The 12 Front of ZJTV, and improved brand reputation and popularity through
Casarte family run, tennis challenge match of Business School. According to Nilson Report, in 2015,
Casarte brand popularity was increased by 41% and 33% in the first-tier and second-tier cities,
respectively. The brand popularity reached 58%, and brand reputation reached 95%. The users’
satisfaction to the product was at the highest level in the industry.
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The Company propelled Casarte store construction for user experience to lead the revolution of
high-end lifestyle: In 2015, the Company set up 1,440 stores, including 153 large-scale experience stores
and the entire network fully covered the primary and secondary markets; it provided the differential
products to satisfy users’ demand, established professional smart manufacturing factory, and set up
quality and service system to satisfy high-end users’ demand.
The Company launched Casarte Yunzhen refrigerator, Casarte Ella washing machine, Casarte
Legend and Linglong Legend gas water heater and other innovative products. The share of Casarte
refrigerators increased from 3.7% to 5.1%, of which multi-door refrigerator priced more than
RMB20,000 accounted for 27.7% as industrial leader; the share of Casarte washing machines increased
from 2.3% to 4.8%, of which roller washing machines pried more than RMB10,000 accounted for 57.3%,
ranking No. 1 in the industry; the share of Casarte wine cabinets accounted for 40%, ranking No. 1 in the
industry; the share of Casarte ice bar accounted for 62%, ranking No. 1 in the industry; Casarte Legend
and Linglong Legend and other high-end gas water heaters achieved good sales with significant increase.
The sales of high-end products priced more than RMB3,600, with an increase of up to 55%.
3. Optimizing mechanism in the domestic market: The Company deepened offline channel
cooperation mode, improved marketing terminal competitiveness, and accelerated the
development of e-commerce channels.
Offline channel construction: innovative mode of cooperation and improvement of business
development: (1) The Company made intensive and innovative cooperation with Gome, Suning and
other KA channels in the aspects of smart retail construction, secondary market expansion, and big data
information sharing, differentiated product customization, co-marketing and Haier brand festival to
maintain and improve the advantage in share. (2) Self-channel: At the end of 2015, the Company held
New Year ―Great Event‖ marketing activity across the country to stimulate terminal retail and improve
distributors’ confidence. It optimized and integrated internal organizational system and operating
mechanism to realize uniform team objective and resource focus, and improve operating efficiency. (3)
Comprehensive store channel: The Company established V90 consumer club for core consumers and
established special model customized platform; it deeply integrated consumer resources and conducted a
complete set of marketing and innovative activities to improve the retail performance.
In response to industrial trend, the Company accelerated the construction of emerging channels,
such as e-commercial channel to gain rapid development. In 2015, the revenue from e-commerce
channel increased by nearly 50%. In Tmall November 11 activity held in 2015, the Company’s retail
sales reached RMB1.17 billion, which ranked top among major appliance brands. (1) Channel
construction: the Company newly established official flagship stores for refrigerator, washing machine
and air-conditioner in Tmall; it entered into 300 stations of Egou service, promoted Haier cloud store to
realize O2O transformation of self-channel, and established 500 flagship stores. (2) Operation: ①The
Company set up excellent sales-oriented consumer service team, and improved the shopping experience
through unifying standard and regulation and optimizing process; ② Delivery: The Company forced
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product distribution in the principle of ―salary paid by users‖, improved comprehensive after-sale service,
and improved ultimate experience and gained reputation; ③ Technology: Through data direct
connection and establishment of sales data model, the Company realized data precipitation and protected
efficient operation.
4. Building brand in the global market. ①Based on the global brand strategy in the local
market, the Company improved the localized operation integrated with regional market, R&D
and manufacturing; ② the Company acquired GE home appliance business to expand its global
layout.
Affected by the constantly sluggish global home appliance market, in 2015, sales revenue in the
overseas market amounted to RMB18.65 billion, representing a slight decrease of 0.2% as compared
with the corresponding period of last year.
The Company implemented Haier and Fisher & Paykel dual-brand strategy in the Australian market.
Both parties made win-win cooperation in several aspects, such as R&D, manufacturing and marketing,
to intensively realize localization and internationalization. In 2015, the market share of Crystal roller
washing machines was improved from ―0‖ to 22% after it was launched, and became the first brand
among local washing machines.
The Company positively promoted Haier and AQUA dual-brand strategy in Japanese and Southeast
Asian markets. In the Japanese market, the shares of refrigerator and washing machine of the Company
have been ranked No. 3 and No. 4 respectively. For the market share of washing machine below 6kg, the
total shares of Haier and AQUA reached more than 30% and ranked No. 1 in the market.
The Company promoted Haier and DCS by Fisher & Paykel dual-brand strategy in American
market. Haier home appliance has successfully entered into top ten main chain sales channels in the US.
Haier home air-conditioners ranked No. 2 in the American market with 20% market share, of which
mobile air-conditioner and window air-conditioner respectively ranked No. 1 and No. 2 with 26% and
Qingdao Haier Co., Ltd.
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16% market share. DCS Dishdrawer was positioned as high-end kitchen ware and has obtained good
market performance.
The Company positively responded to the national development strategy of ―One Belt and One
Road‖. In the European market, the Company invested in the establishment of refrigerator factory in
Russia, and adopted the operation mode integrated with local design, manufacturing and sale. In Pune,
India, the Company established an industrial zone covering an area of 160,000 square meters to
accelerate the distribution in the markets of India and South Asia.
During the reporting period, the Company started to acquire GE home appliance. As the second
largest white appliance company in the US, GE home appliance has strong brand influence and higher
market share in American market. According to the statistics published by Euromonitor, in 2015, GE
home appliance ranked No. 2 among American home appliance brands with nearly 20% market share. It
was seen from product segmentation that, kitchen appliance, refrigerating product and dish-washing
machine of GE home appliance were deeply recognized and trusted by consumers; the market share of
kitchen appliances ranked No. 1 in the US; refrigerators and dish-washing machines ranked No. 2 in the
US; and washing machine ranked No. 4 in the US. This acquisition would help the Company enter and
expand American market, and provide the full series of brands for low, mid-end and high-end consumers.
Meanwhile, the Company improved its three-in-one layout in the Latin American market through
holding minority interests in Mabe, constantly promoted and optimized the global strategic layout of the
Company to further consolidate the leading position of the Company in global home appliance industry.
After the completion of this acquisition, both parties would complement each other’s advantages in sales,
production, R&D, procurement and supply chain, realize revenue synergies through network
complementation, sub-sector expansion, new product development and improvement of bargaining
ability, and realize cost synergies through advantage in procurement scale, improvement of quality and
productivity, to lay a solid foundation for becoming the global leader of home appliance industry in
eastern and western hemispheres. Meanwhile, this acquisition would also create more abundant and
superior products and services for global consumers.
5. Making transformation to embrace the future — U+ platform to expand the base and to live a
smart life. The Company accelerated the transition of white goods towards ―Internet appliance",
promoted U+ APP of Haier and improved the coverage of hardware and interaction. The Company
deeply built the basic capacities of U+ platform to support the implementation of the seven smart
ecological cycles such as food, air, washing and other ecological cycle, shifted from the pattern of
simple sales of hardware to the pattern of Internet ―appliance + interaction + service + platform‖ to give
community users the best experiences.
2.1 million smart white goods of Haier were sold in 2015, an increase of 169% compared to last
year. Since U+ APP of Haier was officially launched in April 2015, the number of users exceeded 10
million with the number of active users surpassing 1 million.
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U+ cloud platform has achieved interconnectivity by Apple Homekit, Allseen, Google Brillo/Weave,
Huawei hilink and other protocols and the variety of accessible intelligent hardware exceeded 120. The
Company completed the construction of basic structure of cloud platform and uploaded 100 million
pieces of equipment data messages every day based on which the abilities such as big data analysis and
interactive processing of artificial intelligence were formed to promote the optimization of products and
the improvement of user experience. Over 120 third-party resources were introduced into the resources
of the ecological cycle. Strategic and business cooperation were made with Microsoft, Huawei, Meizu
and other enterprises by hardware, software and service interface. More than 100,000 makers were
gathered and over 800 entrepreneurship and innovation programmes were formed by maker competition.
Investment and resources of the ecological cycle were put into over 50 programmes around O2O
services, artificial intelligence, sensor, big data and other areas. The income of the ecological cycle
surpassed 600% as compared to last year.
Bases on U+ platform, the Company actively pushed forward the construction of food, air, washing,
water and other ecological cycle and explored the transformation of the business model from simple
sales of hardware to the pattern of ―Internet application + application + service + platform‖. The
Company launched a brand new Internet refrigerator Haier Xinchu refrigerator in October 2015. The
refrigerator brought people new experience of control by its 10.1-inch TFT touch screen and body sensor
module. And its exclusive functions such as food DIY, food material management, video entertainment
and farm to table and the gather of Suning, DouguoRecipe, IQiyi, QingtingFM and many other resource
suppliers brought people new experience of smart kitchen. Xinchu refrigerator became new entry of
social contact because of its more convenient services and safer products. Many resource suppliers could
interact with consumers by Xinchu refrigerator that became the entry of electronic commerce, media and
O2O community service of thousands of households.
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6. Making transformation to embrace the future - interconnected factories led the industry
and customized products grew quickly. The ecological system of interconnected industries was built
and transformation was made from mass manufacturing to mass customization to meet consumers’
personalized demands and to upgrade the industry.
The Company was the first to push forward the intelligence transformation of supply chains in the
industry and established nearly 70 unmanned lines with nearly 2,000 robots in the whole-machine
factories. The system of interconnected factories was preliminarily established and 7 interconnected
factories were built including five whole-machine factories: Shenyang Refrigerator, Foshan Roller
Washing Machine, Zhengzhou Air-Conditioner, Jiaozhou Air Conditioner and Qingdao Water Heater,
and two modular factories: Qingdao Mould and Qingdao FPA Electrical Machine that achieved
―seamless process, visualization and transparency‖. The interconnected factories of the Company were
chosen as the comprehensive demonstration project of smart manufacturing pilot of the Ministry of
Industry and Information Technology in 2015; it was the only enterprise in the white goods industry.
The interconnected factories were the first to be selected as standard special projects of smart
manufacturing of the Ministry of Industry and Information Technology in 2015 and participated in the
formulation of standards of China’s smart manufacturing system.
The Company launched its first user community experience platform of interaction and
customization of the industry - Creative Convergence ( in 2015. The platform
provided users with over 100 customized products and solutions by module customization, Creative
Convergence customization, exclusive customization and other modes. The 1.0 version of the APP was
released online and launched at Appliance World Expo in March 2015. It was officially launched in PC
and mobile phone M station in the fourth quarter of 2015. After the launch, its monthly average flow
increased obviously from about 2,000 in October to 350,000 in December. While the functions of the
platform were upgraded and extensive products were provided, the user flow and customized orders
synchronously increased, and the orders of customized products reached 150,000 in 2015. By using open
community mode, Creative Convergence created a platform for face-to-face communication among
users, designers and suppliers and transformed the product demands and ideas of users into product
programs. From the demand end to the manufacturing end, Creative Convergence of Haier created
customized experience of visualization in the whole process based on the interconnected factories
system to realize interconnection between users and interconnected factories. Users were turned from
simple demanders into idea initiators, design participants and decision makers, participating in the whole
process of product customization and releasing their potential creativity by the unique and new
experience.
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0.9
4.3
9.9
13.31
15Q1
15Q2
15Q3
15Q4
16Q1
7. Logistics and fast growth: the Company expanded the logistics of the industries such as
household appliance, furniture and cold chain and constantly improved the distribution capacity
of storage, artery and last mile to support the fast growth of business.
Goodaymart Logistics efficiently completed most of large home appliance orders in T
depending on its quick distribution and installation capacities. Its delivery timeliness hit record high to
greatly improve the E-commerce user experience and push forward the rapid growth of E-commerce
logistics. Based on the great development of home appliance and e-commerce logistics business, the
Company vigorously expanded the e-commerce logistics business of other large-format products
including furniture, bathroom fixture and fitness equipment.
The basic capacities were reinforced to constantly secure the leading position of logistics business
of large-format products. Six warehouse constructions were newly built and put into use in 2015 and 21
warehouse constructions were accumulatively finished. The third and fourth tier markets continuously
sank. HUB layout was quickly extended to further raise the speed of distribution from the third and
fourth tier markets to villages and households. Goodaymart Logistics kept its leading position in the
platform at the third-level DC deep Internet layout of large-format products logistics. The fusion of
acquired resources: Seamless connection capacity of distribution service from artery to districts and last
mile distribution was improved and the network of regular bus nationwide was built to provide one-stop
direct user service of the dry warehouse distribution. The upgrading of platform network and core
abilities led to the upgrading of solutions of large-format products logistics. The change of new business
model at the user demand end was taken into full account and integrated SCM solution of the whole
process was first proposed and put into practice.
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8. Keeping promises. Capital market commitments were fulfilled. The Company acquired the
overseas assets of Haier Group and minority interests held in Mitsubishi and Carrier Joint Venture in
cash to promote global development and increase shareholder value.
The Announcement of Qingdao Haier Co., Ltd. on the Acquisition of Shares of Haier Singapore
Investment Holding Pte Ltd. and Connected Transactions and related matters were passed at the 2014
Annual General Meeting of the Company held on 10 June, 2015. After the transactions were completed,
the system of combination of the research and development of overseas white goods, manufacturing and
sale of Haier Group in main countries and regions of the world such as Asia, Europe, America and
Africa would be incorporated into the system of the listed company. It would help the Company to
further integrate global resources of research and development, manufacturing and sale and to create a
global brand by its resources to become a global leader of the appliance industry with influence of
first-class brand and comprehensive service strength.
The Announcement of Qingdao Haier Co., Ltd. on the Acquisition of Equity in Sino-foreign Joint
Venture Held by Haier Group Corporation and Connected Transaction was passed at the 28th meeting of
the 8th session of the Board of Directors of the Company held on 22 December, 2015 to acquire 49% of
the equity of Qingdao Haier Carrier Refrigeration Equipment Co., Ltd. and 45% of the equity of
Mitsubishi Heavy Industries Haier (Qingdao) Air-conditioners Co., Limited. The acquisition further
enriched the product lines of the Company, strengthened the coordination of the R&D technology
system of the Company, and provided a platform for the ongoing deep cooperation between the
Company and the world’s leading household appliance manufacturing companies. The acquisition was
made in cash, which was helpful for improving profitability and capital utilization efficiency of the
Company.
Since 2011 listed companies have accumulatively used RMB9.7 billion to acquire high quality
appliance assets of Haier Group in cash to establish listed flagship company, to fulfill capital
commitments and to increase shareholder value.
(I) Analysis of principal business
Table of movement analysis on the related items in income statement and cash flow statement
Unit and Currency: RMB
Items
Current period
Correspondin
g
period of last year
Change (%)
Operating revenue
89,748,320,410.91 96,929,763,894.36
-7.41
Operating cost
64,658,463,207.53 70,170,401,158.93
-7.86
Sales expense
13,101,282,436.95 12,579,781,619.54
4.15
Administrative expenses
6,549,193,839.44
6,813,114,797.83
-3.87
Financial expenses
-498,120,405.83
-256,648,580.46
-94.09
Net cash flows generating from
operating activities
5,579,600,612.93
6,769,361,298.35
-17.58
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Net cash flows generating from
investing activities
-10,273,403,690.47
-3,639,278,256.98
-182.29
Net cash flows generating from
financing activities
-1,895,610,696.23
7,153,737,060.71
-126.50
Research and development expense
2,461,440,962
2,331,312,280.00
5.58
Loss of impairment on assets
318,011,645.05
223,184,511.75
42.49
Interests of changes on fair value
-90,223,059.50
112,363,366.12
-180.30
Non-operating income
618,457,263.82
378,335,366.09
63.47
Income tax expense
1,052,769,417.97
1,527,486,745.62
-31.08
Other comprehensive income, net of
tax
73,297,094.11
511,746,848.93
-85.68
Effect of change of exchange rate on
cash and cash equivalent
151,920,567.09
-137,950,662.95
210.13
Presentation of significant changes:
1)
Loss in assets impairment increased by 42.49% compared with the corresponding period of
last year, which was mainly attributable to the increase of loss from price drop in inventory;
2)
Income from change in fair value decreased by 180.30% compared with the corresponding
period of last year, which was mainly attributable to the change in fair value of derivative financial
instruments such as future exchange;
3)
Non-business income increased by 63.47% compared with the corresponding period of last
year, which was mainly attributable to the increase of government subsidies of the current period;
4)
Income tax expense decreased by 31.08% compared with the corresponding period of last year,
which was mainly attributable to the decrease of pretax profit;
5)
Other comprehensive income, net of tax decreased by 85.68% compared with the
corresponding period of last year, which was mainly attributable to the decrease of income from change
in fair value of available-for-sale financial assets compared with the corresponding period of last year;
6)
The influence of fluctuation in exchange rate on cash and cash equivalents increased by
210.13% compared with the corresponding period of last year, which was mainly attributable to
influence of fluctuation in exchange rate.
(1).
Operating activities by industries, products and regions
Unit: RMB0’000
Principle operating activities by products
Product
Operating
revenue
Operating
cost
Gross
profit
margin
(%)
Operating
revenue
increased/decre
ased
when
compared with
last year (%)
Operating
cost
increased/de
creased
when
compared
with
last
year (%)
Gross
profit
margin
increased/dec
reased when
compared
with last year
(%)
Air-conditi
oners
1,625,089
1,166,236
28.24
-20.62
-16.47 Decreased by
3.56 pct. pt.
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2015 Annual Report
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Refrigerato
rs
2,758,853
1,861,059
32.54
-2.40
-2.58 Increased by
0.13 pct. pt.
Kitchenwar
e
and
sanitary
ware
662,060
373,080
43.65
1.87
1.22 Increased by
0.36 pct. pt.
Washing
machines
1,746,985
1,147,257
34.33
1.22
0.63 Increased by
0.38 pct. pt.
Equipment
components
181,804
157,667
13.28
-58.18
-61.02 Increased by
6.33 pct. pt.
Channel
integrated
services
business
and others
1,942,099
1,748,079
9.99
0.33
-1.17 Increased by
1.37 pct. pt.
Principle operating activities by regions
Region
Operating
revenue
Operating cost
Gross profit
margin (%)
Revenue
increased/d
ecreased
when
compared
with
last
year (%)
Operating
cost
increased/d
ecreased
when
compared
with
last
year (%)
Gross profit
margin
increased/d
ecreased
when
compared
with
last
year (%)
Domestic
market
7,051,844
4,910,852
30.36
-9.01
-9.16
Increased
by 0.11 pct.
pt.
Internationa
l market
1,865,046
1,542,526
17.29
-0.24
-2.51
Increased
by 1.92 pct.
pt.
(2).
Analysis of production and sales
Unit: 10k units / set
Main
products
Production
Sales
volume
Inventory
Production
increased/de
creased
when
compared
with last
year (%)
Sales
volume
increased/de
creased
when
compared
with last
year (%)
Inventory
increased/de
creased
when
compared
with last
year (%)
Home
appliance
4550, 10k
units / set
5517, 10k
units / set
477, 10k
units / set
-1.57
-0.75
1.32
(3).
Cost analysis table
Unit: RMB0’000
Industry
Sub-industr
y
Componen
t
of cost
Current
amount
Proportion
over total
cost for
Correspon
ding
period of
Proportio
n over
total cost
Changes
in current
amount
Remarks
Qingdao Haier Co., Ltd.
2015 Annual Report
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the
current
period (%)
last year
for
correspon
ding
period of
last year
(%)
over the
same
period of
last year
(%)
Household
electric
appliance
industry
Raw
materials
4,040,052
88.84
4,321,500
89.75
-6.51
Labor
148,587
3.27
147,239
3.06
0.92
Depreciati
on
54,300
1.19
35,585
0.74
52.59
Energy
39,694
0.87
36,908
0.77
7.55
Others
264,999
5.83
273,984
5.69
-3.28
1.
Expense
(1) Financial expenses decreased by 94.09% as compared with the corresponding period of last year,
which was mainly attributable to increase of interest income in the current period.
2.
R&D expenditure
Table of R&D expenditure
Unit: RMB
R&D expenditure for the period
2,344,436,742
Capitalised R&D expenditure for the period
117,004,220
Total R&D expenditure
2,461,440,962
Percentage of total R&D expenditure over operating
revenue (%)
2.7
Number of R&D staffs in the Company
10,097
Number of R&D staffs over the total number in the
Company (%)
15.8
Proportion of capitalization of R&D expenditure
(%)
4.8
The direction of R&D investment of the Company: 1.User demands and research of core
technology were focused on. The medium and long term technology and product competitiveness of the
whole category industry were improved to keep the leading position of products; 2. Online open
innovative platform was established and upgraded where all kinds of global innovation resources were
gathered including universities, R&D institutions, top 500 companies, Internet enterprises, top
innovation institutions, experts and geeks in the sub-sectors; 3. Innovation ability of five R&D centers
was improved. Haier set up R&D centers in China, America, Asia, Europe and Australia. Each center
was an open platform attracting resources and user interaction and thus an innovation resource network
worldwide was formed.
3.
Cash flows
(1) Net cash flows from investing activities decreased by 182.29% compared with the
corresponding period of last year, which was mainly attributable to the performance of capital
commitment, the acquisition of overseas home appliance assets of Haier Group, the increase of payment
Qingdao Haier Co., Ltd.
2015 Annual Report
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in cash for investment activities including investment in Sinopec Marketing Co., Ltd. and the acquisition
of Fujian Shengfeng Logistics Group Co. Ltd;
(2) Net cash flows from financing activities decreased by 126.50% compared with the
corresponding period of last year, which was mainly attributable to the investment of Alibaba in Haier
Electronics Group Co. Ltd, the Company’s holding subsidiary;
(3) The influence of fluctuation in exchange rate on cash and cash equivalents increased by
210.13% compared with the corresponding period of last year, which was mainly attributable to the
influence of exchange rate fluctuation.
(II) Explanation of non-operating business leading to significant changes in profit
□Applicable √Not Applicable
(III) Analysis of assets and liabilities
Unit: RMB
Name of
project
At the end of
current period
Percentage
of the
amount at
the end of
current
period over
total assets
(%)
At the end of
previous period
Percentage of
the amount at
the end of
previous
period over
total assets
(%)
Change in
the amount
at the end
of current
period over
that at the
end of
previous
period (%)
Financial assets at
fair value and
change of which
included in the
current profit or loss
22,069,897.04
0.03
103,668,887.71
0.13
-78.71
Prepayments
556,872,003.39
0.73
836,083,992.96
1.02
-33.40
Dividends receivables
85,826,158.26
0.11
54,524,472.84
0.07
57.41
Other current assets
1,451,065,197.30
1.91
791,018,741.65
0.96
83.44
Available-for-sale
financial assets
2,837,318,201.20
3.74 1,430,621,348.35
1.74
98.33
Long-term
equity
investments
4,958,908,333.93
6.53 3,582,596,477.92
4.35
38.42
Investment properties
3,449,331.95
0.00
30,582,852.72
0.04
-88.72
Disposals
of
fixed
assets
74,096,355.04
0.10
31,624,205.58
0.04
134.30
Intangible assets
1,453,470,715.09
1.91 1,008,290,734.35
1.22
44.15
Goodwill
392,484,932.55
0.52
74,530,241.86
0.09
426.61
Financial liabilities
at fair value and
change of which
included in the
current profit or loss
7,707,414.12
0.01
42,686.85
0.00
17,955.71
Tax payable
909,937,816.09
1.20 1,531,384,978.58
1.86
-40.58
Interests payable
15,081,416.34
0.02
7,921,318.87
0.01
90.39
Non-current
72,898,028.33
0.10
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liabilities due within
one year
Long-term borrowing
297,241,293.20
0.39
Debentures payable
1,107,734,516.43
1.46 1,800,700,630.05
2.19
-38.48
Long-term Payables
59,916,852.02
0.08
Long-term
payables
for
staff’s
remuneration
33,209,406.02
0.04
24,531,136.34
0.03
35.38
Deferred income
264,120,554.33
0.35
135,707,501.91
0.16
94.62
Share capital
6,123,154,268.00
8.06 3,045,935,134.00
3.70
101.03
Capital reserve
83,383,194.51
0.11 5,978,787,439.45
7.26
-98.61
Treasury stock
77,604,544.70
0.10
47,160,730.00
0.06
64.55
Minority interests
9,708,285,895.93
12.78 7,314,528,029.80
8.88
32.73
Explanation of changes:
1) Financial assets measured at fair value and changes of which included in current profit and loss
decreased by 78.71% from the beginning of the period, which was mainly attributable to the
influence of change in fair value of derivative financial instruments such as future exchange;
2) Prepaid amount decreased by 33.40% from the beginning of the period, which was mainly
attributable to the decrease of prepayment to supplier;
3) Dividend receivable increased by 57.41% from the beginning of the period, which was mainly
attributable to the increase of the declaration of unpaid dividend by participating companies.
4) Other current assets increased by 83.44% from the beginning of the period, which was mainly due
to the increase of taxes to be deducted at the end of the period;
5) Available-for-sale financial assets increased by 98.33% from the beginning of the period, which
was mainly due to the increase of investment such as the investment of China Petrochemical
Marketing Co. Ltd;
6) Long-term equity investments increased by 38.42% from the beginning of the period, which was
mainly due to the increase of investment in many associated companies including Haier
Tongchuang Investment Partnership (Limited Partnership) and the increase of profits of
associated companies using equity method;
7) Investment properties decreased by 88.72% from the beginning of the period, which was mainly
due to the turn of some investment properties into disposals of fixed assets;
8) Disposals of fixed assets increased by 134.30% from the beginning of the period, which was mainly
due to the turn of some investment properties into disposals of fixed assets;
9) Intangible assets increased by 44.15% from the beginning of the period, which was mainly due to
the increase of land use right acquired in the period;
10) Goodwill increased by 426.61% from the beginning of the end, which was mainly due to the
acquisition of the subsidiary of the Company, Fujian Shengfeng Logistics Group Co., Ltd under
different controlling parties;
11) Financial liability measured at fair value and changes of which included in current profit and loss
increased by 17955.71% from the beginning of the period, which was mainly due to the influence
of change in fair value of derivative financial instruments such as future exchange;
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12) Taxes payable decreased by 40.58% from the beginning of the period, which was mainly due to the
decrease of value added tax payable at the end of the period;
13) Interests payable increased by 90.39% from the beginning of the period, which was mainly due to
the increase of unpaid loan interest;
14) Non-current liabilities due within one year increased by 100% from the beginning of the period,
which was mainly due to the increase of payments due within one year because of the acquisition
of equity interests of minority interests;
15) Long-term borrowings increased by 100% from the beginning of the period, which was mainly due
to the increase of long-term borrowings of subsidiaries;
16) Debentures payable decreased by 38.48% from the beginning of the period, which was mainly due
to the turn of some convertible bonds issued by subsidiaries into equities;
17) Long-term payable increased by 100% from the beginning of the period, which was mainly due to
the fund investment of China Development Bank in subsidiaries;
18) Long-term employee benefits payable increased by 35.38% from the beginning of the period, which
was mainly due to the increase of long-term termination benefits of some overseas subsidiaries;
19) Deferred income increased by 94.62% from the beginning of the period, which was mainly due to
the increase of government grant programs related to assets;
20) Share capitals increased by101.03% from the beginning of the period, which was mainly due to the
conversion of capital reserve into the increase in share capital;
21) Capital reserve decreased by 98.61% from the beginning of the period, which was mainly due to the
conversion of capital reserve into the increase in share capital and the elimination of share
premium by enterprise combinations under common control;
22) Treasury stock increased by 64.55% from the beginning of the period, which was mainly due to the
repurchase of stock of the Company from the open market;
23) Minority interest increased by 32.73% from the beginning of the period, which was mainly due to
the increase in profit or loss attributable to minority shareholders.
Qingdao Haier Co., Ltd.
2015 Annual Report
41 / 239
(IV) Analysis on Investment
1. Overall analysis on external equity investment
During the reporting period, the external equity investment of the Company amounted to
RMB6,130.26 million.
Name of company
invested
Principle
operating
activities
Percentage of
the
equity interest
of
the company
invested (%)
Remark
Amount
of
investme
nt
(RMB0’
000
)
Amounted
invested
(RMB0’0
00)
Haier Singapore
Investment Holding
Pte Ltd.
Investme
nt
Holding
100
For more details, please refer to the
Announcement of Qingdao Haier Co.,
Ltd. on the Acquisition of Shares of
Haier Singapore Investment Holding
Pte. Ltd and Connected Transactions
(No.: L 2015-014) published on four
major securities newspapers and the
Shanghai Stock Exchange website on 26
May
2015
and
other
related
announcements published on the same
day.
487,370
487,370
Shenzhen MTC Co.,
Ltd.
Electroni
c product
manufact
uring, etc.
1.61
For more details, please refer to the
Suggestive Announcement of Qingdao
Haier Co., Ltd. on the Subscription of
Non-public Offering of Shares by
Shenzhen MTC Co., Ltd. (No.: L
2015-023)
and
Suggestive
Announcement of Qingdao Haier Co.,
Ltd. on the Adjustment to the Plan of
Non-public Offering of Shares by
Shenzhen MTC Co., Ltd. (No.: L
2015-036) published on four major
securities newspapers and the Shanghai
Stock Exchange website on June 19 and
19 August 2015 respectively.
37,078
0
Mitsubishi Heavy
Industries Haier
(Qingdao)
Air-conditioners
Company Limited
(Referred to as
"Mitsubishi Heavy
Industries")
Manufact
uring of
air
condition
er and its
parts and
compone
nts, etc.
45
For more details, please refer to the
Announcement of Qingdao Haier Co.,
Ltd. on the Acquisition of Equity in
Sino-foreign Joint Venture Held by
Haier Group Corporation and Connected
Transaction (L 2015-062) published on
four major securities newspapers and the
Shanghai Stock Exchange website on 23
December 2015.
54,334
0
Qingdao Haier
Carrier Refrigeration
Equipment Co., Ltd.
(Referred to as "
Carrier Equipment")
Design,
manufact
uring and
installatio
n of units
49
34,244
0
Notes:
(1) Relevant motions on the acquisition of all shares of Haier Singapore Investment Holding Pte.
Ltd held by Haier (Hong Kong) Investment Co., Ltd. were considered and approved at Board of
Qingdao Haier Co., Ltd.
2015 Annual Report
42 / 239
Directors and general meeting of stockholders on 26 May 2015 and 10 June 2015. According to the
meeting resolutions, the total consideration paid by the Company to Haier (Hong Kong) Investment Co.
Ltd for the equity interest transfer will be RMB4.8737 billion. The transfer has been finished up to as at
the end of the reporting period.
(2) On 18 June 2015, general manager office meeting of the Company considered and approved the
participation in acquiring 30 million non-public offering of shares by Shenzhen MTC Co., Ltd with
self-owned funds of RMB370.78 million as a consideration. The acquisition has not been finished up to
the end of the reporting period.
(3) Relevant motions of the acquisition of minority shares of Mitsubishi Heavy Industries Haier
(Qingdao) Air-conditioners Co., Limited and Qingdao Haier Carrier Refrigeration Equipment Co., Ltd.
were considered and approved at Board of Directors and general meeting of stockholders on 22
December 2015 and 7 January 2016. According to the meeting resolutions, the total consideration paid
by the Company to Haier Group for the equity interest transfer was RMB841.492 million. The transfer
has not been finished as of the end of the reporting period.
(1) Significant equity investment
See ―1. Overall analysis on external equity investment‖ for the equity investment of the Company
during the reporting period.
(2) Significant non-equity investment
None
(3) Financial assets measured at fair value
Financial assets
measured at fair
value
Initial cost of
investment
Sources of
funds
Purchase /
sale during
the
reporting
period
Investment
income during
the reporting
period
Changes in
fair value
during the
reporting
period
Bank of
Communications
(601328)
1,803,769.50 Own funds
367,808.04
-490,410.72
BAILIAN (600827)
154,770.00 Own funds
-787.76
Eastsoft (300183)
18,713,562.84 Own funds
2,368,508.58
Bank of Qingdao
(003866)
890,308,859.84 Own funds
96,086,121.25
38,434,448.50
Others
1,041,212.42 Own funds
121,165.41
8,415.70
Derivative financial
instruments
49,201,148.46
-90,223,059.50
Total
912,022,174.60
121,165.41
145,655,077.75
-49,902,885.20
(V) Material Assets and Equity Disposal
During the reporting period, to improve the cost competitiveness of special steel plate of the
Company and promote the strategy transformation from mass manufacturing to mass customization, the
Qingdao Haier Co., Ltd.
2015 Annual Report
43 / 239
Company and its wholly-owned subsidiary Haier Shareholdings (Hong Kong) Limited (hereinafter
referred to as ―Haier Hong Kong‖) signed agreement with Qingdao Hebei Iron & Steel New Material
Technology Co. Ltd (hereinafter referred to as ―Hebei Iron & Steel Technology‖), a subsidiary of Hebei
Iron & Steel Group Co. Ltd (hereinafter referred to as ―Hebei Iron & Steel Group‖) on 29 September
2015 to transfer 70% of the equity of Qingdao Special Steel and 70% of the equity of Hefei Special
Steel jointly held by the Company and Haier Hong Kong to Hebei Iron & Steel Technology (the
foregoing transaction collectively referred to as the ―Transaction‖). The amount of the Transaction was
RMB490 million. After the completion of the Transaction, the Company still held 30% of the equity of
Qingdao Special Steel and Hefei Special Steel. For details, please refer to Suggestive Announcement of
Qingdao Haier Co. Ltd. on the Transfer of Controlling Equities in Subsidiaries (L 2015-045) disclosed
on 1 October 2015.
(VI) Analysis on Major Controlling Companies
Unit and Currency: RMB
Name of company
Scope of
business
Registered
capital
(RMB0’000)
Total
assets
Net
assets
Net
profit
Haier Electronics Group Co.,
Ltd.
Production and
sale of home
appliances
0
3,006,424
1,564,730
282,129
Qingdao Haier Air Conditioner
Gen Corp., Ltd
Air
conditioner
manufacturing
21835.5
351,592
319,388
40,796
Qingdao Haier Special
Refrigerator Co., Ltd.
The refrigerator
manufacturing
USD20.00
million
113,162
67,932
25,588
Chong Qing Haier
Air-Conditioner Co., Ltd
Air
conditioner
manufacturing
13000
197,843
155,996
23,481
Hefei Haier Refrigerator Co.,
Ltd.
The refrigerator
manufacturing
4900
150,193
97,776
20,732
Qingdao Haier
Air-Conditioner Electronics
Co., Ltd.
Air
conditioner
manufacturing
USD11.96
million
336,678
254,817
20,539
Note: The financial data of Haier Electronics Group Co., Ltd. is determined in accordance with the
accounting standards generally accepted in the PRC and the accounting policies of the Company.
(VII) Information on the Main Structure Controlled by the Company
Nil
III. Discussion and Analysis on the Future Development of the Company
(I)
Development Strategy of the Company
The Company’s transformation strategic direction: the Company will transform from the
traditional enterprise manufacturing home appliance products to the platform incubating maker to the
whole society, which will commit to become the Internet enterprise, thus it will overturn the closed
system that traditional enterprises establish for themselves into the node in network interconnection, and
Qingdao Haier Co., Ltd.
2015 Annual Report
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then the Company will achieve the connectivity of various resources, create the co-creation and win-win
ecological cycle based on users’ value interaction in the post-electric business time, thus it will provide
intelligent household solutions for consumers, so as to achieve the win-win and value increase of all the
parties.
In 2016, the Company will continue to promote the transformation and implementation of Internet
enterprises, according to the development topic of ―new state of interconnection and interworking, new
platform of co-creation and win-win‖, the Company deeply will promote the change, focus on U+ Smart
Life platform and interconnected factory and personalized customization platform, so as to establish the
co-creation and win-win platform of business experience in intelligent life scene. Then the Company
will construct the interconnected factory ecological system, achieve the seamless, transparency and
visualization of users' experience, thus it will promote the implementation and development of new
mode; the Company will continue to implement product leading strategy, promote structure upgrading,
and depend on the advantages in technology, scale and cost to extend the market share; the Company
will promote to form the operation system and mechanism construction in domestic market with
focusing users’ praise and improving consumers’ value as the guidance, so as to enhance market
efficiency and respond ability; the Company will focus on creating local competitiveness in overseas
market, and promote the unified listing of global leading product platform; it will promote to integrate
with GE’s home appliance products, thus it will smoothly complete project delivery and business
cooperation.
(II) Operation Plan
The Company will insist on product leading, fully depend on the leading technology, the Company
design advantage in the world, then it will continue to increase the high-end market share, and keep on
promoting the business development of Casarte; the Company will actively master the upgrading trend
of industry, enrich the product category layout of T-type multi-door refrigerator, roller washing machine
and other products with rapid growth rate; as for middle and low end market. The Company will depend
on the advantages of technology and scale to enhance cost competitiveness and market competitiveness;
then it will keep and enlarge the scale advantage and share advantage in the industry.
Domestic market: according to users' experience improvement and consumers' value
addition, the Company will change the operation system and mechanism, through strengthening
market terminal staff training, upgrading the on-site standard and display, promoting precision
market and many other methods to improve the market competitiveness in first-line. The
Company will keep the industry position of KA and other traditional advantage pipelines; then it will
enrich the product layout of electricity pipelines and improve the competitiveness in comprehensive
shop and boutique; in its own pipeline: ① the Company will insist on the concept of ―honesty forever‖
of Haier, ―serving consumers and satisfying the users‖, thus the Company will promote the upgrading
and reaching standard work of service provider, strengthen the service ability on county and town of
service provider; ② the Company will comprehensively promote and launch the E-Store3.0 system,
Qingdao Haier Co., Ltd.
2015 Annual Report
45 / 239
through the informationization means to put pressure on the terminal retail transformation; ③ Haier’s
mobile terminal e-commerce platform ―Shunguang‖ will achieve integration to construct the first home
appliance mobile terminal E-commerce platform in China.
Overseas market: the Company will focus on creating local team with competitiveness, promote
the implementation of localization mechanism by connecting the sales force with their orders; it will
strengthen the global planning of differentiation products and resources, implement the unified listing of
global leading refrigerator and washing machine product platforms, and then the Company will enhance
the terminal market image. The Company will smoothly achieve the delivery and business cooperation
with the home appliance business of GE, and then it will fully release the potential of cooperation.
U+ Smart Life platform – implementation of U+ Smart Life 2.0 strategy focusing on scenario
business. The Company will strengthen the construction five platforms including united cloud platform,
Haier U+ APP user interaction, U+ Smart Life brain, and source open platform: then it will achieve the
infinite loop of the four dimensions including entrance, scenario, community and data; the Company
will focus on the three key duties to enhance users’ experience, and then it will optimize the diversified
business model: ① it will use Internet appliance ecology to bring the full implementation of new
business model – from selling product to selling service / content; ② it will use the new service mode
– the first smart life personalized customization platform (to provide home appliances management,
electronic warranty card, whole scene visual service process for users) brought by Haier U+ APP 2.0,
thus it will make the whole process service and smart interaction platform; ③ U+ Smart Life brain will
bring the ability of new smart interaction for the home appliances– to initiatively understand the
requirement of users and initiatively provide service.
In the aspect of interconnected factory system establishment and personalized customization:
(1) the Company will continue to promote updating and reforming of interconnected factory; it will
launch interconnected factory COSMO (Cloud of Smart Manufacturing Operation) platform to achieve
the zero distance interaction between users and interconnected factory and enable users to participate in
the whole process of customization; the Company will establish ―Haier Industrial Smart Research
Institute‖, accumulate the Company’s interconnected factory modes, standards and methodologies, and
upgrade the industrial smart cloud service platform and provide the overall solutions. (2) Personalized
customization: it will conduct technology and structure upgrade, big data platform access and virtual
reality access, apply big data analysis, and implement the accurate marketing based on the user
attributes of each channel / entrance, enhance order conversion rate; it will continue to improve platform
experience, deeply satisfy all kinds of customization demands; pay attention to the establishment of
users’ platform experience and interaction of community fans, so as to create zero distance and zero
cost communication mechanism among users, interconnected factories and designers and build the
win-win customized ecological cycle.
Logistics business: based on the great development of Goodaymart Logistics in home appliances
logistics field, it will greatly expand the delivery of non-home appliances category. By applying the
established national delivery network, especially the ―last mile‖ service network, Goodaymart Logistics
Qingdao Haier Co., Ltd.
2015 Annual Report
46 / 239
will set up market dominating position in furniture, sanitary ware, fitness equipment, electric vehicle
and other large items, and make great effort to develop cold chain logistics industry.
(III) Funds Required for Maintaining Current Business and Completing Project under
Construction
In 2016, the Company’s funds will be used for the normal production and operation of the
Company, the construction of smart interconnected factories and U+ platform, small entrepreneurial
incubation and acquisition of GE home appliance assets. The required funds will be implemented upon
review by decision-making organization in accordance with the Company’s strategies and operations.
The Company will establish the capital structure with multi-channel and multi-level to fully utilize the
financial leverage and its own funds to rationally allocate the resources.
(IV) Potential risks
1. Risk of sluggish market demand due to slowdown in growth of macro economy. As white home
appliance products fall into the category of consumer electronic products, the income level and
expectation on future income growth will have an effect on the purchase of white goods. In the event of
slowdown in the growth of the macro economy resulting in the decrease in the purchasing power of
consumers, growth of the industry will be adversely affected. In addition, uncertainties on the property
market will have some negative effect on market demand, which will in turn have some indirect demand
for home appliance products.
2. Price war risk caused by intensifying industry competition. In a long term, the market
concentration of white home appliance industry continues to rise, but in short-term, due to the
imbalance between supply and demand caused by high capacity generated from industry expansion and
decreasing of industry demand in recent years, the industry inventory amount rises, under the
background of product homogeneity, price war will become the means to drive the promotion of share
in the short term.
3. The smart trend of white home appliance will fuzzy the boundaries of industries and intensify
industry competition; Internet companies will enter into the field of smart home appliance, which will
intensify the industry competition and overturn the current profit model of the industry.
4. Risk of rise in price of raw materials. Bulk raw materials such as copper, aluminum, steel plate,
and oil-related plastic particles and foam materials account for a large proportion in the costs of white
goods production. The surge in the price of bulk raw material will increase the cost pressure, and
therefore have negative effect on the performance of enterprises.
IV. Explanation of failure to disclose in accordance with the standards and reasons due to not
applicable to rules and regulations or special reasons
□Applicable √Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
47 / 239
SECTION V SIGNIFICANT EVENTS
I. Proposal for Profit Distribution or Capital Reserve Conversion of Ordinary Shares
(I) The development, implementation or adjustment of the cash dividend policies
The Company’s 2014 profit distribution plan was passed on the 2014 Annual General Meeting of
the Company held in June 2015: based on the share capital of 3,046,125,134 shares at the time of
distributing, distribute RMB4.92 (tax inclusive) for every 10 shares and convert to 10 shares to all
shareholders, with a total amount of dividend before tax of RMB1,498,693,565.93 and the total share
capital after the implementation of 6,092,250,268 shares. The plan has been implemented and
completed in July 2015. Details are set out in the Announcement of Qingdao Haier Co., Ltd. on the
Implementation of Profit Distribution and Capital Reserve Conversion for 2014 (L 2015-025) published
by the Company on the four major securities newspapers and the website of Shanghai Stock Exchange
on 10 July 2015.
The Company has always applied the continuous and stable profit distribution policy. During the
reporting period, the Company strictly followed the requirements set out in the Articles of Association
and the newly formulated ―Shareholder Return Plan for the Next Three Years (2015 -2017)‖. During the
formulation of the profit distribution plan, the Company took full account of return for investors, the
long-term interests of the Company, overall interests of all shareholders and sustainable development of
the Company, and provided investors with the opportunity to share in the growth of value, so that
investors could form the expectation of a stable return. The procedures and mechanisms for
decision-making such as Articles of Association and planning system of return of shareholders were
complete and in compliance with laws and regulations. The process was open and transparent, the
standard and ratio of dividends was clear. Responsibilities of independent directors were clear during
the policy-making process, and independent directors were given the opportunities to play their roles.
Minority shareholders were also given the opportunity to fully express their views and demands, and the
legitimate interests of minority shareholders were adequately protected.
The dividend distribution plan of 2015 of the Company: on the basis of the total share capital as at
the date of profit distribution , distribute cash dividend of RMB2.12 per 10 shares (tax inclusive) with
expected cash dividend of RMB1,292,697,714.12. The remaining reserved profits were carried forward
to the next year. The amount of this distribution accounts for 30% of the net profit attributable to parent
company of the Company in 2015. All dividend of bonus scheme is paid in cash.
(II) Plans or Proposals for Profit Distribution and Plans or Proposals for Capital Reserve
Conversion into the Increase in Share Capital of the Company in the Recent Three Years
(Including the Reporting Period)
Unit and Currency: RMB
Year of
distribut
ion
Number
of
bonus
share
for
Amount
of
dividend
Number
of shares
converted
Amount of
cash dividend
(tax inclusive)
Net profits
attributable to
shareholders of
Percentage
of the net
profit
Qingdao Haier Co., Ltd.
2015 Annual Report
48 / 239
every
10
shares
(share)
for every
10 shares
(RMB)
(tax
inclusive)
for every
10 shares
(share)
listed companies
in the
consolidated
financial
statement during
the year of
distribution
attributable
to the
shareholders
of the listed
companies in
the
consolidated
financial
statement
(%)
2015
0
2.12
0 1,340,094,420.82 4,300,760,542.82
31.16
2014
0
4.92
10 1,498,693,565.93 4,991,557,360.87
30.02
2013
0
4.60
0 1,251,584,532.40 4,168,152,892.92
30.03
(III) Share Repurchase by Cash and Included in Cash Dividend
Unit and Currency: RMB
Amount of cash dividends
Percentage (%)
2015
47,396,706.70
3.54
(IV) The Company made profits and the profits for distribution to the ordinary
shareholders of the parent company was positive during the reporting period, but no cash
profit distribution plan for ordinary shares was proposed; the Company should disclose the
reasons in detail and the purpose and use plan of undistributed profits
□Applicable √Not applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
49 / 239
II. Performance on Undertakings
√Applicable □Not applicable
(I) Undertakings made by companies, shareholders, actual controlling shareholders, purchasers, directors, supervisors, senior management or other
related parties during or lasted to the reporting period
Background
Type
Covenante
r
Content
Time and
term
Whet
her it
has a
deadl
ine
for
perfo
rman
ce
Wheth
er
it is
perfor
med
in a
timely
and
strict
way
Undertaking
related to
material asset
reorganization
Eliminate
land
property
defect
Haier
Group
Corporatio
n
During the period from September 2006 to May 2007, the
Company issued shares to Haier Group Corporation (―Haier
Group‖) to purchase the controlling equity in its four subsidiaries,
namely Qingdao Haier Air-Conditioner Electronics Co., Ltd., Hefei
Haier Air-conditioning Co., Limited, Wuhan Haier Electronics Co.,
Ltd., Guizhou Haier Electronics Co., Ltd.. With regard to the land
and property required in the operation of Qingdao Haier
Air-Conditioner
Electronics
Co.,
Ltd.,
Hefei
Haier
Air-conditioning Co., Limited, Wuhan Haier Electronics Co., Ltd.
(the ―Covenantees‖), Haier Group made an undertaking (the ―2006
Undertaking‖). According to the content of 2006 Undertaking and
current condition of each Covenantee, Haier Group will constantly
assure that Covenantees will lease the land and property owned by
Haier Group for free. Haier Group will make compensation in the
event that the Covenantees suffer loss due to the unavailability of
such land and property.
27 September
2006, long term
YES
YES
Undertaking related to
refinancing
Eliminate
land
Haier
Group
Haier Group Corporation undertakes that it will assure Qingdao
Haier and its subsidiaries of the constant, stable and unobstructed
24 December
2013, long term
YES
YES
Qingdao Haier Co., Ltd.
2015 Annual Report
50 / 239
property
defect
Corporatio
n
use of the leased property. In the event that Qingdao Haier or any
of its subsidiaries suffers any economic loss due to the fact that
leased property has no relevant ownership certificate, Haier Group
Corporation will make compensation to impaired party in a timely
and sufficient way and take all reasonable and practicable measures
to support the impaired party to recover to normal operation before
the occurrence of loss. Upon the expiration of relevant leasing
period, Haier Group Corporation will grant or take practicable
measures to assure Qingdao Haier and its subsidiaries of priority to
continue to lease the property at a price not higher than the rent in
comparable market at that time. Haier Group Corporation will
assure Qingdao Haier and its subsidiaries of the constant, stable,
free and unobstructed use of self-built property and land of the
Group. In the event that Qingdao Haier or any of its subsidiaries
fails to continue to use self-built property according to its own will
or in original way due to the fact that self-built property has no
relevant ownership certificate, Haier Group Corporation will take
all reasonable and practicable measures to eliminate obstruction
and impact, or will support Qingdao Haier or its affected subsidiary
to obtain alternative property as soon as possible, provided that
Haier Group Corporation anticipates it is unable to cope with or
eliminate the external obstruction and impact with its reasonable
effort. For details, please refer to the Announcement of Qingdao
Haier Co., Ltd. on the Formation, Current Situation of the
Defective Property, the Influence on Operation of Issuer Caused by
Uncertainty of Ownership, Solution for the Defect and Guarantee
Measures (L 2014-005) published by the Company on the four
major securities newspapers and the website of Shanghai Stock
Exchange on 29 March 2014.
Undertaking
related to
refinancing
Eliminate
land
property
defect
Qingdao
Haier Co.,
Ltd.
The Company undertakes that it will eliminate the property defects
of the Company and main subsidiaries within five years with
reasonable business effort since 24 December 2013, so as to
achieve the legality and compliance of the Company and main
subsidiaries in terms of land and property. For details, please refer
to the Announcement of Qingdao Haier Co., Ltd. on the Formation,
24
December
2013, five years
YES
YES
Qingdao Haier Co., Ltd.
2015 Annual Report
51 / 239
Current Situation of the Defective Property, the Influence on
Operation of Issuer Caused by Uncertainty of Ownership, Solution
for the Defect and Guarantee Measures (L 2014-005) published
by the Company on the four major securities newspapers and the
website of Shanghai Stock Exchange on 29 March 2014.
Undertaking
related to the
Share Option
Incentive
Scheme
Other
Qingdao
Haier Co.,
Ltd.
With regard to the Share Option Incentive Scheme launched by the
Company, the Company has undertaken not to provide loan or any
other kind of financial support to incentive object in exercising
option under the Share Option Incentive Scheme or purchase of
restricted shares, including providing guarantee for its loan.
11 April 2014,
long term
YES
YES
Other
undertakings
Asset
injection
Haier
Group
Corporatio
n
Inject the assets of Fisher&Paykel to the Company or dispose such
assets through other ways which accord with the requirements of
the domestic supervision before June 2020. For more details,
please refer to the Announcement of Qingdao Haier Co., Ltd. on
the Changes of Funding Commitment (L 2015-015) published on
the four major securities newspapers and the website of Shanghai
Stock Exchange on 26 May 2015.
May 2015-June
2020
YES
YES
Other
undertakings
Asset
injection
Haier
Group
Corporatio
n
Inject the assets of Haier Photoelectric to the Company or dispose
such assets through other ways which accord with the requirements
of the domestic supervision before June 2020. For more details,
please refer to the Announcement of Qingdao Haier Co., Ltd. on
the Changes of Funding Commitment of Haier Group Corporation
(L 2015-063) published on the four major securities newspapers
and the website of Shanghai Stock Exchange on 23 December
2015.
December
2015-June 2020
YES
YES
Other
undertakings
Profit forecast
and
compensation
Haier
Group
Corporatio
n
In December 2015 and January 2016, the meeting of the Board of
Directors and general meeting of the Company considered and
approved the matters in relation to the acquisition of minority
interest of Mitsubishi Heavy Industries Haier and Carrier
Refrigeration Equipment held by Haier Group. The Company
signed the Profit Compensation Agreement with Haier Group to
forecast the profits achieved by the aforementioned two companies
in 2015 - 2018. If the profits are not reached during the
commitment period, the difference part will be made up to the
Company by Haier Group in cash. For more details, please refer to
December 2015-
December 2018
YES
YES
Qingdao Haier Co., Ltd.
2015 Annual Report
52 / 239
the Announcement of Qingdao Haier Co., Ltd. on the Acquisition
of Equity in Sino-foreign Joint Venture Held by Haier Group
Corporation and Connected Transaction (L 2015-062) published on
the four major securities newspapers and the website of Shanghai
Stock Exchange on 23 December, 2015
Other
Undertakings (note)
Asset
injection
Haier
Group
Corporatio
n
In January 2011, the Company received the Letter on Further
Supporting Qingdao Haier to Develop and Solve Horizontal
Competition Problem and Reduce Connected Transactions from
the controlling shareholder Haier Group Corporation (―Haier
Group‖), whereby Haier Group undertook to make Qingdao Haier
as its electronics business integration platform in order to further
accelerate Qingdao Haier to constantly and soundly grow to the
leading electronics enterprise of the world. Since 2011, Haier
Group planned to support Qingdao Haier to solve horizontal
competition problem, reduce connected transactions, enlarge and
strengthen its business by various methods including assets
injection and equity restructuring within five years. For details,
please refer to the Announcement of Qingdao Haier on the Further
Support of Development of Qingdao Haier, Solutions of Horizontal
Competition and Decrease of Connected transactions by
Controlling Shareholder (L2011-001) published by the Company
on the four major securities newspapers and the website of
Shanghai Stock Exchange on 8 January 2011 and the
Announcement of Qingdao Haier Co., Ltd. on the Content of
Undertaking in respect of Solving Horizontal Competition
Problem, Status of Performed Matters, Performance Plan on
Matters Not Yet Completed and Performance Guarantee Measures
(L 2014-003), the Announcement of Qingdao Haier Co., Ltd. on
Decision-making Procedure and Information Disclosure of Major
Connected Transaction in the Reporting Period and Measures on
Reducing Connected Transactions (L 2014-004) published on 29
March 2014.
7 January 2011,
five years
YES
YES
Eliminate
horizontal
competition
YES
YES
Solve
connected
transaction
problem
YES
YES
Qingdao Haier Co., Ltd.
2015 Annual Report
53 / 239
Note: As of 7 January 2016, Haier Group Corporation has implemented the commitments on ―further Supporting Qingdao Haier Development to Resolve
Horizontal Competition and Reduce Connected Transactions‖ in five years made in January 2011. The remaining parts that were not implemented have been
extended after the deliberation of the shareholders' meeting. The contents of commitments and its implementing are as follows:
Content I of the commitment: to inject the assets, businesses and related equity of the white goods of Haier Group and to comprehensively resolve the
problem of horizontal competition
(1) To acquire the assets of oversea white goods: on 25 May 2015, the 22th meeting of the 8th session of the Board of Directors of the Company
considered and passed the motion to acquire the entire shares of Haier Singapore Investment Holding Pte Ltd held by the subsidy of Haier Group at a
consideration of RMB4.874 billion. After the completion of this acquisition, except for the related assets of Fisher&Paykel (since it was still in the integration
period and its financial performance did not reach the expectation of the Company), the Company will obtain and possess other overseas white goods assets of
Haier Group. Besides, the Group has presented commitment to the Fisher&Paykel assets that it will inject the assets of Fisher&Paykel to the Company or
dispose such assets through other ways which accord with the requirements of the domestic supervision before June 2020 and authorize the assets to the
Company for management. For more details, please refer to the Announcement of Qingdao Haier Co., Ltd. on the Acquisition of Shares of Haier Singapore
Investment Holding Pte. Ltd and Connected Transactions (L 2015-014) and Announcement of Qingdao Haier Co., Ltd. on the Changes of Funding
Commitment (L 2015-015) announced on 26 May 2015 and Announcement of Qingdao Haier Co., Ltd. on the Resolutions Passed at the AGM for 2015 (L
2015-021) announced on 11 June 2015 as well as other related announcements. Until the end of the reporting period, this event has been approved by the
shareholders’ meeting of the Company and the competent supervision authority.
(2) To acquire the minority interests of Mitsubishi and Carrier: on 22 December 2015, the 28th meeting of the 8th session of the Board of Directors
of the Company considered and passed the motion to acquire 49% equity of Qingdao Haier Carrier Refrigeration Equipment Co., Ltd. and 45% equity of
Mitsubishi Heavy Industries (Qingdao) Haier Air Conditioner Co., Ltd. held by Haier Group at a consideration of RMB841 million. For more details, please
refer to the Announcement of Qingdao Haier Co., Ltd. on the Acquisition of Equity in Sino-foreign Joint Venture Held by Haier Group Corporation and
Connected Transaction (L 2015-062) announced on 23 December 2015 and Announcement of Qingdao Haier Co., Ltd. on the Resolutions Passed at the First
EGM in 2016 (L 2016-002) announced on 8 January 2016 as well as related announcements. Until now, this event has been approved by passed the
shareholders’ meeting. The procedure of the change of equity is still under transacting.
Qingdao Haier Co., Ltd.
2015 Annual Report
54 / 239
Above all, the related contents under this commitment have been fulfilled.
Content II of commitment: to inject upstream assets and businesses of household appliance, to decrease connected transactions and to promote the integrated
development of the upstream and downstream industries of Qingdao Haier
(1) To acquire the upstream assets and businesses of mould: in June 2011, the 13th meeting of 7th session of the Board of Directors had considered
and passed the motion to acquire the equity of ten companies including Qingdao Haier Mould Co., Ltd. Held by Haier Group Corporation and its subsidies at a
consideration of RMB1.88 billion. For more details, please refer to the Announcement of Qingdao Haier Co., Ltd. on the Assigning of Equity in Ten
Companies Including Qingdao Haier Mould Co., Ltd. Held by Haier Group Corporation and Its Subsidies and Connected Transaction (L2011-021) announced
on 17 June 2011 and related announcements.
(2) To increase the autonomous procurement and to alter the exports into autonomous exports: the Company established autonomous sourcing
platforms including ―Qingdao Haidarui Procurement Service Co., Ltd.‖ and ―Qingdao Haidayuan Procurement Service Co., Ltd.‖ respectively in 2009 and
2012 to constantly increase the autonomous procurement. Until the end of 2015, both companies had decreased RMB127.3 billion of connected transactions
related to procurement for the Company. In 2015, connected transaction related to procurement amounted to RMB27.6 billion and the proportion of connected
transactions related to procurement accounted for 32.8% of similar transactions. In 2015, the acquisition of overseas white goods assets was completed. The
export business of the Company was implemented by the trading company under the abovementioned white goods assets and the connected transactions related
to sale decreased constantly: in 2015, the connected transactions related to sale amounted to RMB7.56 billion and the proportion of connected transactions
related to sale further decreased to 8.4% of similar transactions. Above all, the proportion of connected transactions in similar transactions has been optimized
greatly.
Above all, the related contents under this commitment have been fulfilled.
Content III of the commitment: to inject other household appliance related assets and to promote Qingdao Haier to be bigger and stronger
The changes of the color TV assets injection of the Company: On 22 December 2015, the 28th meeting of the 8th session of Board of Directors considered
and passed the Bill of Qingdao Haier Co., Ltd. on the Commitment of Agreeing Haier Group Corporation to Change Its Partial Assets Injection. Since the entity of
Haier Group to undertake the color TV business -- Qingdao Haier Photoelectric Co., Ltd. and its subsidies (hereinafter referred to as ―Haier Photoelectric‖) were still
Qingdao Haier Co., Ltd.
2015 Annual Report
55 / 239
in the transforming and integrating period and its financial performance did not reach the expectation of the Company. Therefore, the Company proposes to agree:
(1) Haier Group will put off to inject the related assets of Haier Photoelectric; (2) Haier Group promises that it will inject the related assets of Haier Photoelectric to
the Company or dispose such assets through other ways which accord with the requirements of the domestic supervision by June 2020. This event has been
considered and passed by the first EGM of the Company in 2016. For more details, please refer to the Announcement of Qingdao Haier Co., Ltd. on the Changes of
Funding Commitment of Haier Group Corporation (L 2015-063) and Notice of Qingdao Haier Co., Ltd. on the Resolutions Passed at the First EGM in 2016 (L
2016-002) as well as the related contents.
Above all, the related contents under this commitment have been changed upon necessary approval.
Content IV of commitment: when Haier Group acquires and invests new household appliance businesses, Qingdao Haier has the priority to choose
During the commitment period, Haier Group acquired the washing machine, refrigerator and other household appliance business of Japan Sanyo Electric Co.,
Ltd. (hereinafter called as ―Sanyo Electric‖) in such areas as Japan and Indonesia and the equity of Fisher & Paykel (Fisher & Paykel Appliance Holding Co., Ltd.,
hereinafter called as ―FPA‖) in New Zealand. However, the Company gave up the priority to the acquisition mentioned above through the deliberation of the Board
of Directors based on the necessary investigation and research into the abovementioned acquisition conducted by the Company due to the unstable overseas
economy and related force majeure factors, the target assets and businesses requiring integration and uncertain performance during the integrating period as well as
the strategic plan of the Company on integrating the overseas assets of Haier Group in the future and other related factors. On 25 May 2015, the Company
considered and passed the motion to acquire the entire shares of Haier Singapore Investment Holding Pte. Ltd held by the subsidy of Haier Group at a consideration
of RMB4.874 billion. This acquisition target included the related assets of Sanyo Electric. Because FPA was still in the integration period and its financial
performance did not reach the expectation of the Company, the Company has presented commitment to FPA that it would inject the related assets to the Company or
dispose such assets through other ways which accord with the requirements of the domestic supervision before June 2020 and authorized the assets to the Company
for management.
Above all, the related contents under this commitment have been fulfilled.
Qingdao Haier Co., Ltd.
2015 Annual Report
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(II) There exist earnings forecasts in the Company’s assets or programs. The reporting period is
still in the period of predictive profit. So the Company made explanations for achieving the
predictive profit and its reasons on the assets and programs.
In December 2015 and January 2016, the meeting of the Board of Directors/ shareholders’ meeting
of the Company considered and passed the related bills to acquire 45% equity of Mitsubishi Heavy
Industries Haier (Qingdao) Air Conditioner Co., Ltd. (hereinafter referred to as ―Mitsubishi Heavy
Industries Haier‖) and 49% equity of Qingdao Haier Carrier Refrigeration Equipment Co., Ltd.
(hereinafter referred to as ―Haier Carrier‖) held by Haier Group. According to the Profit Compensation
Agreement signed between the Company and Haier Group, the corresponding predictive profits from
2015 to 2018 of Mitsubishi Heavy Industries Haier are RMB90.6612 million, RMB92.8607 million,
RMB100.6592 million and RMB108.6862 million, respectively and the corresponding predictive profits
from 2015 to 2018 of Haier Carrier are RMB76.047 million, RMB76.0472 million, RMB76.7156
million, and RMB76.984 million respectively. If the net profit after audit in any year of the target
companies during the commitment period is lower than the predictive net profit, the differential part will
be compensated by Haier Group in the way of cash (For more details, please refer to the Announcement
of Qingdao Haier Co., Ltd. on the Acquisition of Equity in Sino-foreign Joint Venture Held by Haier
Group Corporation and Connected Transaction (L 2015-062) published on the four major securities
newspapers and the website of Shanghai Stock Exchange on 23 December 2015).
According to the Special Verification Report on the Completion of the Predictive Profit [―Hexin
Zhuan Zi (2016) No. 020008‖ and ―Hexin Zhuan Zi (2016) No. 020009‖] and Special Statement of
Qingdao Haier Co., Ltd on the Completion of the Predictive Profit in 2015 issued by Shandong Hexin
Accountants LLP (Special General Partnership), the actual net profit of Mitsubishi Heavy Industries
Haier in 2015 was RMB97.7839 million and that of Haier Carrier was RMB87.0247 million. The actual
amount of net profit of the target equity companies in 2015 exceeded the predictive profit.
III. Misappropriation and repayment plan of funds during the reporting period
□Applicable √Not Applicable
IV. Explanation of the Board of Directors on the ―non-standard audit report‖ issued by the CPA
(I) Explanation of the Board of Directors and Board of Supervisors on the ―non-standard
audit report‖ issued by the CPA
□Applicable √Not Applicable
(II)
Analysis of the Board of Directors on the reasons of change of accounting policies,
accounting estimates or accounting methods and effects
□Applicable √Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
57 / 239
(III)
Analysis of the Board of Directors on the reasons of correction of important
previous errors and effects
□Applicable√Not Applicable
V. Appointment and Dismissal of Accounting Firm
Unit and Currency: RMB0’000
Current appointment
Name of domestic accounting
firm
Shandong Hexin Accountants LLP (Special General Partnership)
Remuneration of domestic
accounting firm
400
Audit period of domestic
accounting firm
3
Name
Remuneration
Internal control audit accounting
firm
Shandong Hexin Accountants
LLP (Special General
Partnership)
110
Sponsor
China
International
Capital
Corporation Limited
0
Relevant Information on Remuneration Paid to Sponsor
In July 2014, the Company completed introduction of strategic investor KKR by privately placing
of shares. According to relevant agreement between the Company and the Sponsor, namely China
International Capital Corporation Limited (―CICC‖), the Company paid RMB62,346,900 of
underwriting and sponsor expense to CICC. For details, please refer to the Capital Verification Report
of Qingdao Haier Co., Ltd. (Hexin Yan Zi (2014) No. 000016) disclosed on 22 July 2014 and other
announcements disclosed on the same date. In 2015, the Company’s project still in the period under
continuous supervision, thus the sponsor has to perform its responsibility of continuous supervision.
Information on Appointment and Dismissal of Accounting Firm
√Applicable □Not Applicable
Shandong Hexin Accountants LLP (Special General Partnership) owns audit qualification in
business related to securities and futures. Its service team is equipped with sufficient experience and
capability with several years of audit service offered to the Company. The firm sticks to the independent
audit principle in conducting its business, and the financial report given by it could accurately, truly and
objectively reflect the financial position and operation results of the Company, also could meet the
requirements in annual financial and internal control audit work of the Company.
In order to ensure the financial and internal control audit work of the Company for the year of 2015
to be conducted in a smooth and continuous way, in accordance with the Motion on Appointment of
Accounting Firm from Qingdao Haier Co., Ltd. considered and approved at the 2014 AGM of the
Company, the Company appointed Shandong Hexin Accountants LLP (Special General Partnership) as
our audit agency for the financial report and internal control report for the year of 2015, at an equal
Qingdao Haier Co., Ltd.
2015 Annual Report
58 / 239
service fee as last year. The Company agreed to pay to Shandong Hexin Accountants LLP (Special
General Partnership) RMB5.10 million of audit expense (RMB4 million for financial report and
RMB1.10 million for internal control report) for last year. During the reporting period, the Company
acquired overseas companies and other projects and Shandong Hexin provided audit for the target
companies; therefore, the Company paid audit expenses of the project according to agreements.
VI. Risk of suspension of listing
(I)
Reasons of suspension of listing and measures adopted by the Company to eliminate the
suspension of listing
Not Applicable
VII. Matters relating to bankruptcy and restructuring
√Applicable□Not Applicable
VIII. Material litigation and arbitration matters
□Applicable √Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
59 / 239
IX. Penalties to the Listed Company and its Directors, Supervisors, Senior Management, Controlling Shareholders, Ultimate Controller, Acquirer and
the Issue of Rectification
√Applicable □Not Applicable
X. Explanation of the integrity status of the Company and its controlling shareholders and actual controllers during the reporting period
During the reporting period, the Company and its controlling shareholders and actual controllers failed to perform the effective judgment of the court and failed
to pay the relatively large amount of debt overdue.
XI. The Company’s equity incentive plan, employee shareholding plan or other employee incentive measures and its Influence
√Applicable □Not Applicable
(I) Matters disclosed in temporary announcement and without any subsequent progress or change
Summarized Explanations
Index for details
Reserved Equity Granting under Phase IV Share Option
Incentive Scheme: in February 2015, the Company introduced the
reserved equity granting under Phase IV Share Option Incentive
Scheme to grant 650,000 share options to 7 participants and grant
190,000 restricted shares to 3 participants.
For details, please refer to the Qingdao Haier Co., Ltd.'s Announcement of Relevant
Matters in Relation to the Grant of the Reserved Share Options and Restricted Share of the
Phase IV Share Option Incentive Scheme published on 27 February 2015, the
Announcement of Qingdao Haier Co., Ltd. on the Completion of Registration of Reserved
Restricted Shares Granted under the Phase IV Share Option Incentive Scheme published
on 9 April and related announcements.
The First Exercise/Unlocking of Initial Granting of Equity under
Phase IV Share Option Incentive Scheme: in July 2015, the Board
For details, please refer to the Announcement of Qingdao Haier Co., Ltd. on the Exercise
and Unlocking Arrangement of the First Exercise and Unlocking Period of the Equity
Qingdao Haier Co., Ltd.
2015 Annual Report
60 / 239
of Directors of the Company considered and adopted the first
exercise/unlocking of initial granting of equity under Phase IV Share
Option Incentive Scheme, with the first exercise of 30.904 million
shares in total, and unlocking of 4.8808 million shares.
Granted for the First Time under the Phase IV Share Option Incentive Scheme published
on July 18, 2015, the Announcement of Qingdao Haier Co., Ltd. on the Share Option
Incentive Exercise Result and New Shares Listing under the Phase IV Share Option
Incentive Scheme published on July 30 and related announcements.
(II) Share incentives not disclosed in temporary announcements or with subsequent progress
Share Option Incentive
√Applicable □Not Applicable
Phase IV Share Option Incentive Scheme of Qingdao Haier
Incentive method: Stock Option
Resources of target shares: shares issued to Participants
Unit: Shares
Exercise
Number of
options granted
Number of
options
exercised
Explanation
The first exercise period of the equity granted
initially under the Phase IV Share Option
Incentive Scheme: 20 June 2015 to 19 June 2016
17,071,600 30,904,000
An aggregate of 42.679 million share options were granted initially and 40%
or 17.0716 million shares can be exercised in the first exercise period. Because
the Company implemented the profit distribution plan for 2014 in May 2015
(distribute 10 shares per 10 shares and declare a cash dividend of RMB4.92),
the number of share options granted was adjusted to 85.358 million shares, and
the number of shares to be exercised in the first exercise period was adjusted to
34.1432 million shares. Because some incentive targets were not eligible and
the exercise was cancelled, as well as part of the incentive targets suspended
the exercise, the actual number of shares exercised was 30.904 million.
The second exercise period of the equity granted
initially under the Phase IV Share Option
Incentive Scheme: 20 June 2016 to 19 June 2017
25,607,400
0
This exercise has not yet entered the exercise period. An aggregate of 42.679
million share options were granted initially, and 60% or 25.6074 million shares
can be exercised in the second exercise period.
The first exercise period of the equity reserved
under the Phase IV Share Option Incentive
Scheme: 26 February 2016 to 25 February 2017
260,000
0
This exercise has not yet entered the exercise period. An aggregate of 650,000
share options were granted by the reserved equity and 40% or 260,000 shares
can be exercised in the first exercise period.
Qingdao Haier Co., Ltd.
2015 Annual Report
61 / 239
The second exercise period of the equity reserved
under the Phase IV Share Option Incentive
Scheme: 26 February 2017 to 25 February2018
390,000
0
This exercise has not yet entered the exercise period. An aggregate of 650,000
share options were granted by the reserved equity and 60% or 390,000 shares
can be exercised in the second exercise period.
Change of share capital as a result of the exercise
of rights by Participants
During the reporting period, the Company’s equity granted initially under the Phase IV Share Option Incentive
Scheme was exercised for the first time and an aggregate of 30.904 million shares of stock options were
exercised. After this exercise, the share capital of the Company was changed from 6,092,250,268 shares (after
the implementation of the 2014 annual dividend distribution program, the Company’s share capital was
changed from 3,046,125,134 shares to 6,092,250,268 shares) to 6,123,154,268 shares. For more details, please
refer to the Announcement of Qingdao Haier Co., Ltd. on the Share Option Incentive Exercise Result and New
Shares Listing under the Phase IV Share Option Incentive Scheme disclosed by the Company on 30 July 2015.
Measurement methods of the fair value of the
equity instrument
On each balance sheet date within the vesting period, the services obtained in the current period shall be
included in cost or expenses and capital reserve, based on the best estimate of the number of vested equity
instruments, at the fair value of the equity instruments on the date of the grant.
Model, parameters and selective standards applied
in the valuation technique
Adopting the B-S model to determine the fair value of the equity instrument by valuation technique with
following parameters: (1) exercise price of share option; (2) duration of share option; (3) price of Target Shares
on the granting date; (4) interest free of risk; (5) dividend yield of the Target Shares; (6) expected fluctuation
rate of share price.
Apportion period and result for fair value of equity
instrument
As of 31 December 2015, the accumulated amount of the equity-settled share-based payment in the
implementation of Phase I-IV Share Option Incentive Scheme - Restricted Stocks of the Company which
affected the share capital was RMB307.36 million.
Phase IV Share Option Incentive Scheme of Qingdao Haier
Incentive method: Restricted Stocks
Resources of target shares: shares issued to Participants
Unit: Shares
Unlock
Number of
shares granted
Number of
shares
unlocked
Explanation
The first unlocking period of the equity
granted initially under the Phase IV Share
Option Incentive Scheme: 20 June 2015 to 19
June 2016
2,440,400
4,880,800
An aggregate of 6.101 million restricted shares were granted initially and 40% or
2.4404 million shares can be unlocked in the first unlocking period. Because the
Company implemented the profit distribution plan for 2014 in May 2015
(distribute 10 shares per 10 shares and declare a cash dividend of RMB4.92), so
the number of restricted shares granted was adjusted to 12.2 million shares, and
Qingdao Haier Co., Ltd.
2015 Annual Report
62 / 239
the number of shares to be unlocked in the first unlocking period was adjusted to
4.8808 million shares. The actual number of shares unlocked was 4.8808 million
shares.
The second unlocking period of the equity
granted initially under the Phase IV Share
Option Incentive Scheme: 20 June 2016 to 19
June 2017
3,660,600
0
This unlocking has not yet entered the unlocking period. An aggregate of 6.101
million restricted shares were granted initially, and 60% or 3.6606 million shares
can be unlocked in the second unlocking period.
The first unlocking period of the equity
reserved under the Phase IV Share Option
Incentive Scheme: 26 February 2016 to 25
February 2017
76,000
0
This unlocking has not yet entered the unlocking period. An aggregate of 190,000
restricted shares were granted by the reserved equity and 40% or 76,000 shares
can be unlocked in the first unlocking period.
The first unlocking period of the equity
reserved under the Phase IV Share Option
Incentive Scheme: 26 February 2017 to 25
February 2018
114,000
0
This unlocking has not yet entered the unlocking period. An aggregate of 190,000
restricted shares were granted by the reserved equity and 40% or 114,000 shares
can be unlocked in the second unlocking period.
Change of share capital as a result of the
exercise of rights by Participants
1. During the reporting period, with regard to the Company’s equity granted by the reserved portion under the
Phase IV Share Option Incentive Scheme, an aggregate of 650,000 share options were granted and 190,000
restricted shares were granted. After the registration and transfer of the aforementioned restricted shares, the share
capital of the Company was changed from 3,045,935,134 shares to 3,046,125,134 shares. For more details, please
refer to the Announcement of Qingdao Haier Co., Ltd. on the Completion of Registration of Reserved Restricted
Shares Granted under the Phase IV Share Option Incentive Scheme disclosed by the Company on 9 April 2015 and
related announcement.
2. After the first unlocking of restricted shares granted initially under the Phase IV Share Option Incentive Scheme,
an aggregate of 4.8808 million shares were unlocked. The number of limited tradable shares and tradable shares of
the Company increased or decreased respectively, but the total share capital of the Company did not change.
Measurement methods of the fair value of the
equity instrument
On each balance sheet date within the vesting period, the services obtained in the current period shall be included
in cost or expenses and capital reserve, based on the best estimate of the number of vested equity instruments, at
the fair value of the equity instruments on the date of the grant.
Model, parameters and selective standards
applied in the valuation technique
Adopting the B-S model to determine the fair value of the equity instrument by valuation technique with following
parameters: (1) exercise price of share option; (2) duration of share option; (3) price of Target Shares on the
granting date; (4) interest free of risk; (5) dividend yield of the Target Shares; (6) expected fluctuation rate of share
price.
Apportion period and result for fair value of
equity instrument
As of 31 December 2015, the accumulated amount of the equity-settled share-based payment in the implementation
of Phase I-IV Share Option Incentive Scheme - Restricted Stocks of the Company which affected the share capital
was RMB12 million.
Qingdao Haier Co., Ltd.
2015 Annual Report
63 / 239
Employee shareholding plan
□Applicable √Not Applicable
Other incentives
□Applicable √Not Applicable
XII. Major Connected Transactions
□Applicable √Not Applicable
(I)
Connected Transaction Related to Daily Operation
1.
Matter disclosed in temporary announcement and with subsequent progress or change
The Company made estimation on the daily connected transaction matters of the Company for the
year of 2015 at the 22th meeting of the 8th session of Board Meeting held on 25 May 2015, and relevant
motions were considered and approved at 2014 AGM on 10 June 2015. For details, please refer to the
Announcement of Qingdao Haier Co., Ltd. regarding the Anticipation on the Renewal of Daily
Connected Transactions Agreement and Daily Connected Transactions for 2015 and relevant
announcement on the resolutions of the Board disclosed on 26 May 2015 and the announcement on the
resolutions passed at 2014 AGM disclosed by the Company on 11 June 2015.
For the actual implementation of the connected transaction of 2015, please see note XII –Connected
Parties and Connected Transactions under section XI - Financial Report set out in this report.
2.
Matter not disclosed in temporary announcement
□Applicable √Not Applicable
(II) Connected Transactions Related to Asset or Equity Acquisition and Disposal
1.
Matters disclosed in temporary announcement and without any subsequent progress or
change
Summarized Explanations
Index for details
Qingdao Haier Co., Ltd.
2015 Annual Report
64 / 239
Acquisition of overseas white goods assets of the
Group: Relevant motions on the acquisition of all shares
of Haier Singapore Investment Holding Pte. Ltd held by
the subsidiary of Haier Group at a price of RMB4.874
billion in cash were considered and approved at the Board
of Directors and general meeting of stockholders in May
and June 2015. Upon completion of the acquisition, in
addition to assets related to Fisher & Paykel (because it is
still in the consolidation and its financial performance has
not reached the expectation of the Company), the
Company will acquire and own other overseas white
goods assets of Haier Group.
For more details, please refer to the Announcement
of Qingdao Haier Co., Ltd. on the Acquisition of
Shares of Haier Singapore Investment Holding Pte.
Ltd and Connected Transactions (L 2015-014),
Announcement of Qingdao Haier Co., Ltd. on the
Changes of Funding Commitment of Haier Group
Corporation (L 2015-015) disclosed on 26 May
2015, Announcement of Qingdao Haier Co., Ltd.
on the Resolutions Passed at the AGM for 2015 (L
2015-021) disclosed on 11 June 2015 and other
related announcements.
Acquisition of minority interests of Mitsubishi and
Carrier: Relevant motions on the acquisition of 49%
shares held by Haier Group in Qingdao Haier Carrier
Refrigeration Equipment Co., Ltd. and 45% shares in
Mitsubishi
Heavy
Industries
Haier
(Qingdao)
Air-conditioners Company Limited at a price of RMB841
million were considered and approved at the Board of
Directors and general meeting of stockholders in
December 2015 and January 2016.
For more details, please refer to the Announcement
of Qingdao Haier Co., Ltd. on the Acquisition of
Equity in Sino-foreign Joint Venture Held by Haier
Group Corporation and Connected Transaction (L
2015-062) disclosed on 23 December 2015,
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the First EGM in 2016 (L
2016-002) disclosed on 8 January 2016 and other
related announcements.
2.
Matter not disclosed in temporary announcement
□Applicable √Not Applicable
3.
If performance agreement is involved, the performance achieved during the reporting
period shall disclosed
For more details of performance agreement on acquisition of minority interests of Mitsubishi
and Carrier, please refer to the relevant statements in ―(II) There exists earnings forecasts in the
Company’s assets or programs. The reporting period is still in the period of predictive profit. So the
Company made explanations for achieving the predictive profit and its reasons on the assets and
programs." in "Section V. Significant Events".
Qingdao Haier Co., Ltd.
2015 Annual Report
65 / 239
XIII. Major Contracts and Status of Performance
(I)
Custody, undertaking and leasing
□Applicable √Not Applicable
1.
Custody
(1) According to the 2011 Haier Group's commitment to further support the development of
Qingdao Haier and resolve intra-industry competition to reduce connected transactions, Haier Group
should strive to resolve the problems of intra-industry competition with the Company within five years.
However, based on the current market and financial factors of FPA, Haier Group cannot transfer the
assets under custody to the Company before the completion of the aforementioned commitment. In order
to resolve the problems of intra-industry competition between Haier Group and the Company, Haier
Group intends to entrust the Company with the management and operation of assets under custody and
will pay RMB1 million custodian fees to the Company each year during the period of custody.
(2) According to the 2011 Haier Group's commitment to further support the development of
Qingdao Haier and resolve intra-industry competition to reduce connected transactions, since the entity
engaged in undertaking the TV business of Haier Group - Qingdao Haier Photoelectric Co., Ltd. and its
subsidiaries are still in the transition and consolidation period and the financial performance has not
reached the expectations of the Company, Haier Group cannot complete the transfer before the
completion of the preceding commitment period. Haier Group intends to entrust the Company with the
management and operation of assets under custody and will pay RMB1 million custodian fees to the
Company each year during the period of custody.
2.
Undertaking
□Applicable √Not Applicable
3.
Leasing
□Applicable √Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
66 / 239
(II) Guarantee
√Applicable □Not Applicable
Unit and Currency: RMB0’000
External guarantees of the Company (excluding guarantees for subsidiaries)
Guarantor
Relationship
between the
guarantor
and the
listed
company
Secured
party
Amount
of
guarante
e
Date of
occurrence
of the
guarantee
(date of
signing
agreement
)
Starting date
of guarantee
Expiration date
of guarantee
Type of
guarantee
Whether
the
guarantee
has been
fulfilled
Whether the
guarantee is
overdue
Overdue
amount of
the
guarantee
Whether
there is a
counter-g
uarantee
Whether
related party
guarantee or
not
Connect
ed
relation
Total amount of guarantee occurred during the report period (excluding
guarantees for subsidiaries)
0
Total balance of guarantee at the end of the reporting period (A) (excluding
guarantees for subsidiaries)
0
Guarantees provided by the Company and its subsidiaries for subsidiaries
Total amount of guarantees for subsidiaries occurred during the reporting
period
4,764
Total balance of guarantees for subsidiaries at the end of the reporting period
(B)
4,764
Total amount of guarantees provided by the Company (including guarantees for subsidiaries)
Total guarantee(A + B)
4,764
Qingdao Haier Co., Ltd.
2015 Annual Report
67 / 239
Ratio of total amount of guarantees to net assets of the Company (%)
0.21
Among which:
Amount of guarantees for shareholders, actual controllers and their related
parties (C)
0
Amount of debt guarantees provided directly or indirectly for the secured party
with asset-liability ratio exceeding 70% (D)
0
The amount of total amount of guarantee in excess of 50% of net assets (E)
0
Total amount of the above three guarantees (C + D + E)
0
Explanation of possibly bearing related discharge duty for premature guarantees Not applicable
Explanation of guarantee status
During the reporting period, external guarantees provided by the Company were all for subsidiaries.
For more details of consideration, please refer to the Announcement of Qingdao Haier Co., Ltd. on
the Security Provided by Subsidiary Special Refrigerator for the Company (L 2015-065) and the
Announcement of Qingdao Haier Co., Ltd. on the Security Provided by Subsidiary Zhengzhou
Air-Conditioner for Subsidiary Air-Conditioner Corporation (L 2015-066) disclosed on 23
December 2015.
Qingdao Haier Co., Ltd.
2015 Annual Report
68 / 239
(III) Entrusted others to manage cash assets
1.
Entrusted wealth management
√Applicable □Not Applicable
Unit and Currency: RMB
Trustee
Type of
entrusted
wealth
manage
ment
product
Amount of
entrusted
wealth
managemen
t
Commenc
ement date
of
entrusted
wealth
manageme
nt
Expiration
date
of
entrusted
wealth
manageme
nt
Determi
nation of
return
Actual
amount
of
principal
received
Actual gains
Throug
h legal
procee
dings
or not
Provisi
on for
impair
ment
loss
Conn
ected
trans
actio
n or
not
Invol
ved
in
litigat
ion
or
not
Con
nect
ed
relati
on
Mitsubishi
Tokyo
UFJ Bank (China)
Co., Ltd
Structure
d deposit
242,400,000 2014/4/6
2015/4/8
Fixed
rate of
return
4.18%
242,400,000
10,132,320.00
Yes
0
No
No
Mitsubishi
Tokyo
UFJ Bank (China)
Co., Ltd
Structure
d deposit
250,000,000 2015/4/24
2016/4/25
Fixed
rate of
return
4.1%
0
7,048,630.14
Yes
0
No
No
Total
/
492,400,000
/
/
/
242,400,000
17,180,950.14
/
0
/
/
/
Accumulated past due unrecovered principal and income (RMB)
0
Explanation of entrusted wealth management
None
Qingdao Haier Co., Ltd.
2015 Annual Report
69 / 239
2.
Entrusted loans
√Applicable □Not Applicable
Unit and Currency: RMB
Name of
borrower
Amount
of
entruste
d loan
Loan term
Loan
interest
rate
Use of the
loan
Collateral
or
guarantor
Overdue or
not
Connected
transaction
or not
Whether
extension or
not
Involved
in
litigation
or not
Connected
relation
Investm
ent
gains
and
losses
Qingdao JSH
Network
Technology
Co. Ltd.
10
million
1 year
5.60%
Daily
operation
None
No
Yes
No
No
Wholly
owned
subsidiary
of
the
parent
company
15
million
1 year
4.85%
Daily
operation
None
No
Yes
No
No
2
million
1 year
4.60%
Daily
operation
None
No
Yes
No
No
Qingdao Haier Co., Ltd.
2015 Annual Report
70 / 239
3.
Other investment wealth management and derivatives investment
□Applicable √Not Applicable
XIV. Other Major Events
√Applicable □Not applicable
During the Reporting Period, the Company disclosed the following information and all the information
will be disclosed on SSE ():
Name of Announcement
Name of Newspaper and Page
Date
Qingdao Haier Co., Ltd.’s Announcement of
Relevant Matters in Relation to the Grant of the
Reserved Share Options and Restricted Share of the
Phase IV Share Option Incentive Scheme (L
2015-001)
Securities Times page B030, Shanghai Securities News
page B8, China Securities Journal page B017,
Securities Daily page C14
27 February 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolution of the 11th Meeting of the Eighth
Session of the Board of Supervisors (L 2015-002)
Securities Times page B030, Shanghai Securities News
page B8, China Securities Journal page B017,
Securities Daily page C14
27 February 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Shareholdings Increase by Persons
Acting in Concert to the Beneficial Controller (L
2015-003)
Securities Times page B51, Shanghai Securities News
page B32, China Securities Journal page B030, page
Securities Daily C25
4 March 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Release of the 2014 Annual Results
by the Holding Subsidiary Haier Electronics Group
Co., Ltd. (L 2015-004)
Securities Times page B44, Shanghai Securities News
page 340, China Securities Journal page A29,
Securities Daily page D16
27 March 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 20th Meeting of the 8th
Session of the Board of Directors (L 2015-005)
Securities Times page B099, Shanghai Securities News
page 580, China Securities Journal page B466,
Securities Daily page D85
31 March 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 12th Meeting of the 8th
Session of the Board of Supervisors (L 2015-006)
Securities Times page B099, Shanghai Securities News
page 580, China Securities Journal page B466,
Securities Daily page D85
31 March 2015
Announcement of Qingdao Haier Co., Ltd. on the
Appointment of the Accounting Firm (L 2015-007)
Securities Times page B099, Shanghai Securities News
page 580, China Securities Journal page B466,
Securities Daily page D85
31 March 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Anticipation on the Renewal of Daily
Connected Transactions Agreement and Daily
Connected Transactions for 2015 (L 2015-008)
Securities Times B099 page, Shanghai Securities News
page 580, China Securities Journal page B466,
Securities Daily page D85
31 March 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Modification on the Articles of the
Company (L 2015-009)
Securities Times page B099, Shanghai Securities News
page 580, China Securities Journal page B466,
Securities Daily page D85
31 March 2015
Notice on 2015 AGM of Qingdao Haier Co., Ltd. (L
2015-010)
Securities Times page B099, Shanghai Securities News
page 580, China Securities Journal page B466,
Securities Daily page D85
31 March 2015
Announcement of Qingdao Haier Co., Ltd. on the
Completion of Registration of Reserved Restricted
Shares Granted under the Phase IV Share Option
Incentive Scheme (L 2015-011)
Securities Times page B042, Shanghai Securities News
page B32, China Securities Journal page B032,
Securities Daily page D41
9 April 2015
The First Quarter Report for 2015 of Qingdao Haier
Co., Ltd.
Securities Times page B050, Shanghai Securities News
page 140, China Securities Journal page B069,
Securities Daily page C76
30 April 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 20th Meeting of the 8th
Session of the Board of Directors (L 2015-012)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Qingdao Haier Co., Ltd.
2015 Annual Report
71 / 239
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 14th Meeting of the 8th
Session of the Board of Directors (L 2015-013)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd. on the
Acquisition
of
Shares
of
Haier
Singapore
Investment Holding Pte. Ltd and Connected
Transactions (L 2015-014)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd. on the
Changes of Funding Commitment (L 2015-015)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd. on the
Entrusted
Management
of
Fisher&Paykel
Appliances Holdings Limited and Connected
Transaction (L 2015-016)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd. on the
Capital Increase to Haier (Hong Kong) Co., Ltd. (L
2015-017)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Anticipation on the Renewal of Daily
Connected Transactions Agreement and Anticipated
Daily
Connected
Transactions
for
2015
(L
2015-018)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Election of Independent Directors (L
2015-019)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Correction and Supplementation of
the AGM for 2014 (L 2015-020)
Securities Times page B62/63, Shanghai Securities
News page B25/26, China Securities Journal page B65,
Securities Daily page D38/39
26 May 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the AGM for 2014 (L
2015-021)
Securities Times page A012, Shanghai Securities News
page B33, China Securities Journal page B031,
Securities Daily page B3
11 June 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 23th Meeting of the 8th
Session of the Board of Directors (L 2015-022)
Securities Times page A012, Shanghai Securities News
page B33, China Securities Journal page B031,
Securities Daily page B3
11 June 2015
Suggestive Announcement of Qingdao Haier Co.,
Ltd. on the Subscription of Non-public Offering of
Shares by Shenzhen MTC Co., Ltd. (L 2015-023)
Securities Times page B46, Shanghai Securities News
page B112, China Securities Journal page B018,
Securities Daily page D14
19 June 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Implementation
Result
of
Shareholdings Increase by Persons Acting in
Concert to the Beneficial Controller (L 2015-024)
Securities Times page B67, Shanghai Securities News
page 40, China Securities Journal page B022, Securities
Daily page C8
27 June 2015
Announcement of Qingdao Haier Co., Ltd. on the
Implementation
of
Profit
Distribution
and
Capitalization of Capital Reserves for 2014 (L
2015-025)
Securities Times page B034, Shanghai Securities News
page 37, China Securities Journal page B012, Securities
Daily page D40
10 July 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 24th Meeting of the 8th
Session of the Board of Directors (L 2015-026)
Securities Times page B079, Shanghai Securities News
page 33, China Securities Journal page B017, Securities
Daily page C22
18 July 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 15th Meeting of the 8th
Session of the Board of Supervisors (L 2015-027)
Securities Times page B079, Shanghai Securities News
page 33, China Securities Journal page B017, Securities
Daily page C22
18 July 2015
Announcement of Qingdao Haier Co., Ltd. on the
Adjustment of the Number of Equity Interests and
Price under the Phase IV Share Option Incentive
Scheme (L 2015-028)
Securities Times page B079, Shanghai Securities News
page 33, China Securities Journal page B017, Securities
Daily page C22
18 July 2015
Qingdao Haier Co., Ltd.
2015 Annual Report
72 / 239
Announcement of Qingdao Haier Co., Ltd. on the
Exercise and Unlocking Arrangement of the First
Exercise and Unlocking Period of the Equity
Granted for the First Time under the Phase IV Share
Option Incentive Scheme (L 2015-029)
Securities Times page B079, Shanghai Securities News
page 33, China Securities Journal page B017, Securities
Daily page C22
18 July 2015
Announcement of Qingdao Haier Co., Ltd. on the
Restricted Stock Unlocking and Listing under the
Phase IV Share Option Incentive Scheme (L
2015-030)
Securities Times page B079, Shanghai Securities News
page 33, China Securities Journal page B017, Securities
Daily page C22
18 July 2015
Announcement of Qingdao Haier Co., Ltd. on the
Share Option Incentive Exercise Result and New
Shares Listing under the Phase IV Share Option
Incentive Scheme (L 2015-031)
Securities Times page B019, Shanghai Securities News
page 36, China Securities Journal page B029, Securities
Daily page B2
30 July 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 25th Meeting of the 8th
Session of the Board of Directors (L 2015-032)
Securities Times page B18, Shanghai Securities News
page 33, China Securities Journal page B030, Securities
Daily page C26
8 August 2015
Plan of Qingdao Haier Co., Ltd. on the Repurchase
of Shares by Centralized Bidding (L 2015-033)
Securities Times page B18, Shanghai Securities News
page 33, China Securities Journal page B030, Securities
Daily page C26
8 August 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Modification on the Articles of the
Company (L 2015-034)
Securities Times page B18, Shanghai Securities News
page 33, China Securities Journal page B030, Securities
Daily page C26
8 August 2015
Notice of Qingdao Haier Co., Ltd. on the First EGM
in 2015 (L 2015-035)
Securities Times page B18, Shanghai Securities News
page 33, China Securities Journal page B030, Securities
Daily page C26
8 August 2015
Suggestive Announcement of Qingdao Haier Co.,
Ltd. on the Adjustment to the Plan of Non-public
Offering of Shares by Shenzhen MTC Co., Ltd. (L
2015-036)
Securities Times page B2, Shanghai Securities News
page 76, China Securities Journal page A14, Securities
Daily page C28
19 August 2015
Announcement of Qingdao Haier Co., Ltd. on the
Top 10 Shareholders of Unlimited Sales Conditions
(L 2015-037)
Securities Times page B15, Shanghai Securities News
page 53, China Securities Journal page B020, Securities
Daily page C42
20 August 2015
Notice of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the First EGM in 2015 (L
2015-038)
Securities Times page B096, Shanghai Securities News
page 92, China Securities Journal page B032, Securities
Daily page D62
25 August 2015
Announcement of Qingdao Haier Co., Ltd. on the
Notice to the Creditor regarding Repurchase of
Company Shares by Centralized Bidding (L
2015-039)
Securities Times page B096, Shanghai Securities News
page 92, China Securities Journal page B032, Securities
Daily page D62
25 August 2015
Suggestive Announcement of Qingdao Haier Co.,
Ltd. on the Circulation of 2015 Interim Result by
the Subsidiary Haier Electronics Group Co., Ltd. (L
2015-040)
Securities Times page B096, Shanghai Securities News
page 92, China Securities Journal page B032, Securities
Daily page D62
25 August 2015
Report of Qingdao Haier Co., Ltd. on the
Repurchase of Shares by Centralized Bidding (L
2015-041)
Securities Times page B008, Shanghai Securities News
page 33, China Securities Journal page B064, Securities
Daily page C15
12 September 2015
Announcement of Qingdao Haier Co., Ltd. on the
Implementation of Repurchase of Shares for the
First Time (L 2015-042)
Securities Times page B4, Shanghai Securities News
page B72, China Securities Journal page B030,
Securities Daily page D25
15 September 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Online Investor Reception Day in
2015 (L 2015-043)
Securities Times page B023, Shanghai Securities News
page B41, China Securities Journal page B035,
Securities Daily page D14
17 September 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Signing of License Agreement with
Disney (L 2015-044)
Securities Times page B023, Shanghai Securities News
page B41, China Securities Journal page B035,
Securities Daily page D14
17 September 2015
Suggestive Announcement of Qingdao Haier
Co., Ltd. on the Transfer of Controlling
Equities in Subsidiaries (L 2015-045)
Securities Times page B39, Shanghai Securities News
page 32, China Securities Journal page B023, Securities
Daily page C4
8 October 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Progress of Repurchase of Shares (L
2015-046)
Securities Times page B59, Shanghai Securities News
page 72, China Securities Journal page B034, Securities
Daily page C25
10 October 2015
Qingdao Haier Co., Ltd.
2015 Annual Report
73 / 239
Announcement of Qingdao Haier Co., Ltd.
regarding the Suspension due to Major Issues (L
2015-047)
Securities Times page B39, Shanghai Securities News
page 48, China Securities Journal page B030, Securities
Daily page C28
17 October 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Continuous Suspension due to Major
Issues (L 2015-048)
Securities Times page B003, Shanghai Securities News
page 56, China Securities Journal page B275, Securities
Daily page C35
24 October 2015
Announcement of Qingdao Haier Co., Ltd. on
Replacing of the Sponsor Representative for
Continued Supervision regarding 2013 Non-public
Offering of A Shares (L 2015-049)
Securities Times page B003, Shanghai Securities News
page 56, China Securities Journal page B275, Securities
Daily page C35
24 October 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Suspension due to Major Assets
Restructuring (L 2015-050)
Securities Times page B217, Shanghai Securities News
page 184, China Securities Journal page B210,
Securities Daily page C85
31 October 2015
The Third Quarter Report for 2015 of Qingdao
Haier Co., Ltd.
Securities Times page B217, Shanghai Securities News
page 184, China Securities Journal page B210,
Securities Daily page D5
31 October 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Progress of Repurchase of Shares (L
2015-051)
Securities Times page B059, Shanghai Securities News
page B24, China Securities Journal page A10,
Securities Daily page D6
4 November 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-052)
Securities Times page B27, Shanghai Securities News
page 64, China Securities Journal page B021, Securities
Daily page C21
7 November 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-053)
Securities Times page B038, Shanghai Securities News
page 57, China Securities Journal page B013, Securities
Daily page C5
14 November 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-054)
Securities Times page B042, Shanghai Securities News
page 41, China Securities Journal page B010, Securities
Daily page B4
21 November 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-055)
Securities Times page B034, Shanghai Securities News
page 64, China Securities Journal page B010, Securities
Daily page C12
28 November 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Continuous Suspension due to Major
Assets Restructuring (L 2015-056)
Securities Times page B047, Shanghai Securities News
page B33, China Securities Journal page B026,
Securities Daily page D22
2 December 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Progress of Repurchase of Shares (L
2015-057)
Securities Times page B047, Shanghai Securities News
page B33, China Securities Journal page B026,
Securities Daily page D22
2 December 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-058)
Securities Times page B051, Shanghai Securities News
page B108, China Securities Journal page B015,
Securities Daily page C26
9 December 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-059)
Securities Times page B042, Shanghai Securities News
page B88, China Securities Journal page B007,
Securities Daily page C35
16 December 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 28th Meeting of the 8th
Session of the Board of Directors (L 2015-060)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December 2015
Announcement of Qingdao Haier Co., Ltd. on the
Resolutions Passed at the 18th Meeting of the 8th
Session of the Board of Supervisors (L 2015-061)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December 2015
Announcement of Qingdao Haier Co., Ltd. on the
Acquisition of Equity in Sino-foreign Joint Venture
Held by Haier Group Corporation and Connected
Transaction (L 2015-062)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December 2015
Announcement of Qingdao Haier Co., Ltd. on the
Changes of Funding Commitment of Haier Group
Corporation (L 2015-063)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December 2015
Qingdao Haier Co., Ltd.
2015 Annual Report
74 / 239
Announcement of Qingdao Haier Co., Ltd. on the
Entrusted
Management
of
Qingdao
Haier
Photoelectric Co., Ltd. (L 2015-064)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December
2015
Announcement of Qingdao Haier Co., Ltd. on the
Security
Provided
by
Subsidiary
Special
Refrigerator for the Company (L 2015-065)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December 2015
Announcement of Qingdao Haier Co., Ltd. on the
Security
Provided
by
Subsidiary
Zhengzhou
Air-Conditioner for Subsidiary Air-Conditioner
Corporation (L 2015-066)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December
2015
Notice of Qingdao Haier Co., Ltd. on the First EGM
in 2016 (L 2015-067)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December
2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-068)
Securities Times page B083, Shanghai Securities News
page B25, China Securities Journal page B058,
Securities Daily page C33/C34
23 December 2015
Announcement of Qingdao Haier Co., Ltd.
regarding
the
Progress
of
Major
Assets
Restructuring (L 2015-069)
Securities Times page B097, Shanghai Securities News
page 52, China Securities Journal page B044, Securities
Daily page C27
30 December 2015
Announcement of Qingdao Haier Co., Ltd.
regarding the Continuous Suspension due to Major
Assets Restructuring (L 2015-070)
Securities Times page B051, Shanghai Securities News
page 116, China Securities Journal page B055,
Securities Daily page D33
31 December
2015
XV. Proactive Performance of Social Responsibilities
(I) Performance of social responsibilities
Details are set out in the Social Responsibility Report of Qingdao Haier Co., Ltd. for 2015
disclosed on the same date with this report.
XVI. Convertible corporation bonds
□Applicable √Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
75 / 239
SECTION VI CHANGES IN SHARE CAPITAL OF ORDINARY SHARES AND INFORMATION ABOUT SHAREHOLDERS
I. CHANGES IN SHARE CAPITAL OF ORDINARY SHARES
(I)
Table of Changes in Ordinary Shares
1.
Table of Changes in Ordinary Shares
Unit: share
Prior to the change
Increase and decrease of the change (+,-)
Subsequent to the
change
Number
Percent
age (%)
New
shares
issued
Bonus
shares
Shares
converted
from reserves
Others
Sub-total
Number
Percent
age (%)
I. Shares subject to selling restrictions
309,093,994
10.148
190,000
309,283,994 -4,880,800
304,593,194
613,687,188
10.022
1. State-owned shares
2. State-owned legal person shares
3. Other domestic shares
6,101,000
0.200
190,000
6,291,000 -4,880,800
1,600,200
7,701,200
0.126
Including: shares held by domestic
non- state-owned legal person
Shares held by domestic natural
person
6,101,000
0.200
190,000
6,291,000 -4,880,800
1,600,200
7,701,200
0.126
4. Foreign shares
302,992,994
9.947
302,992,994
302,992,994
605,985,988
9.897
Including: shares held by foreign legal
person
302,992,994
9.947
302,992,994
302,992,994
605,985,988
9.897
Shares held by foreign natural
person
II. Tradable shares not subject to
selling restrictions
2,736,841,140
89.852 30,904,000
2,736,841,140
4,880,800 2,772,625,940 5,509,467,080
89.978
1. RMB ordinary shares
2,736,841,140
89.852 30,904,000
2,736,841,140
4,880,800 2,772,625,940 5,509,467,080
89.978
2. Domestic listed foreign shares
3. Overseas listed foreign shares
4. Others
III. Total ordinary shares
3,045,935,134 100.000 31,094,000
3,046,125,134
0 3,077,219,134 6,123,154,268 100.000
Qingdao Haier Co., Ltd.
2015 Annual Report
76 / 239
2.
Statement on the changes in ordinary shares
(1) Restricted shares granted by the reserved portion under the Phase IV Share Option Incentive
Scheme: on 26 February 2015, the 19th meeting of the 8th session of the Board of Directors
considered and adopted the Motion on Granting of Share Options and Restricted Share in the
Reserved Portion of the Phase IV Share Option Incentive Scheme to Incentive Targets to determine
26 February 2015 as the date of granting of share options and restricted share in the reserved
portion of the Phase IV Share Option Incentive Scheme, and grant 650,000 share options to 7
incentive targets and 190,000 restricted shares to 3 incentive targets. On 18 March 2015, Shandong
Hexin Accountants LLP (Special General Partnership) issued the Hexin Yan Zi (2015) No. 000012
Verification Report. On 8 April 2015, the Company has completed the granting and registration of
above 190,000 shares of restricted stocks and the total share capital of the Company was changed
from 3,045,935,134 shares to 3,046,125,134 shares. For more details, please refer to the
Announcement of Qingdao Haier Co., Ltd. on the Completion of Registration of Reserved
Restricted Shares Granted under the Phase IV Share Option Incentive Scheme (L 2015-011)
published on the website of the Shanghai Stock Exchange on 9 April 2015.
(2) Implementation of 2014 annual profit distribution plan: in June 2015, the Company’s 2014
Annual General Meeting adopted the Company's plan of 2014 annual profit distribution and
capitalization of capital reserves: on the basis of 3,046,125,134 shares, the Company will declare
cash dividend of RMB4.92 (including taxes) for every 10 shares and increase 10 shares for every
10 shares by way of capitalization of capital reserves. In July 2015, the Company implemented the
profit distribution plan and the total share capital of the Company was changed from 3,046,125,134
shares to 6,092,250,268 shares. The increased shares will be traded in the market on 17 July 2015.
For more details of the implementation of profit distribution plan, please refer to the Announcement
of Qingdao Haier Co., Ltd. on the Implementation of Profit Distribution and Capitalization of
Capital Reserves for 2014 (L 2015-025) published in four securities journals and the Shanghai
Stock Exchange website () on 10 July 2015.
(3) Listing of restricted shares under the Share Option Incentive Scheme: in July 2015, the 24th
meeting of the 8th session of the Board of Directors considered and adopted the Motion on the
Exercise/ Unlocking Arrangement for Equity Initially Granted under Phase IV Share Option
Incentive Scheme during the First Exercise/ Unlocking Period. According to the arrangement, an
aggregate of 4.8808 million shares of restricted stocks initially granted under Phase IV Share
Option Incentive Scheme will be unlocked during the first unlocking period and the listing date of
the unlock shares is 23 July 2015. This unlocking had an impact on the number of tradable shares in
the share capital structure and the total number of 6,092,250,268 shares of the Company remained
unchanged. For details of the listing of restricted shares, please refer to the Announcement of
Qingdao Haier Co., Ltd. on the Restricted Stock Unlocking and Listing under the Phase IV Share
Qingdao Haier Co., Ltd.
2015 Annual Report
77 / 239
Option Incentive Scheme (L 2015-030) published in the four major securities newspapers and the
Shanghai Stock Exchange website () on 18 July 2015.
(4) Listing of exercised shares under the Share Option Incentive Scheme: in July 2015, the 24th
meeting of the 8th session of the Board of Directors considered and adopted the Motion on the
Exercise/ Unlocking Arrangement for Equity Initially Granted under Phase IV Share Option
Incentive Scheme during the First Exercise/ Unlocking Period. According to the arrangement, an
aggregate of 31.04 million share options initially granted under Phase IV Share Option Incentive
Scheme will be exercised during the first exercise period. According to the results of the exercise,
30.904 million shares were actually exercised; the total share capital of the Company changed from
6,092,250,268 shares to 6,123,154,268 shares, and the listing date of the exercised shares is 5
August 2015. For details of the results of the share option incentive exercise, please refer to the
Announcement of Qingdao Haier Co., Ltd. on the Share Option Incentive Exercise Result and New
Shares Listing under the Phase IV Share Option Incentive Scheme (L 2015-031) published in the
four major securities newspapers and the Shanghai Stock Exchange website () on
30 July 2015.
3.
Other contents which the Company deems necessary to disclose or securities regulatory
institution requires to disclose
In February 2016, the Company canceled 18,050,341 shares repurchased by way of concentrated
bidding. Therefore, up to know, the share capital of the Company has changed to 6,105,103,927 shares.
(II) Changes in shares subject to selling restrictions
√Applicable □ Not Applicable
Unit: share
Name of
shareholder
Number
of shares
subject to
selling
restrictions
at the
beginning
of the
year
Number of
shares
released
from
selling
restrictions
in the
year
Number of
new
shares
subject to
selling
restrictions
in the year
Number of
shares
subject to
selling
restrictions
at the end of
the year
Reasons
for
selling
restriction
s
Date of release
from selling
restrictions
KKR
HOME
INVESTMENT S.A
R.L.
302,992,994
302,992,994
605,985,988
Strategic
investmen
t
17 July 2017
Natural
person
shareholders (target
for the first grant
and retained part of
the
fourth
share
option incentive of
the Company)
2,440,400
4,880,800
2,440,400
0 Share
Option
Incentive
Shares
subject to
restriction
s
23 July 2015
3,660,600
0
3,660,600
7,321,200
20 June 2016
0
152,000
152,000
26 February 2016
0
228,000
228,000
26 February 2017
Total
309,093,994
4,880,800 309,473,994
613,687,188
/
/
Notes:
Qingdao Haier Co., Ltd.
2015 Annual Report
78 / 239
(1) Because the Company implemented the profit distribution plan for 2014 (distribute 10 shares
per 10 shares and declare a cash dividend of RMB4.92), the number of non-tradable shares of the
Company increased to 618,187,988 shares from 309,093,994 shares in the beginning of the year. For
details of implementation of the profit distribution plan, please refer to the Announcement of Qingdao
Haier Co., Ltd. on the Implementation of Profit Distribution and Conversion of Provident Funds to Share
Capital for 2014 (L 2015-025) published in the four major securities newspapers and the Shanghai Stock
Exchange website () on 10 July 2015.
(2) Since the conditions of the first unlocking of restricted stocks initially granted under Phase IV
Share Option Incentive Scheme were fulfilled, the Company handled the unlocking and listing
procedures for a total of 4.8808 million shares (there were 2.4404 million shares actually at the
beginning of the year; because the Company implemented 2014 annual profit distribution plan, the
number of shares was adjusted to 4.8808 million shares) of restricted stocks in July 2015. For details,
please refer to the Announcement of Qingdao Haier Co., Ltd. on the Restricted Stock Unlocking and
Listing under the Phase IV Share Option Incentive Scheme (L 2015-030) published in the four major
securities newspapers and the Shanghai Stock Exchange website () on 18 July 2015.
II. ISSUE AND LISTING OF SECURITIES
(I)
Issuance of securities as of the reporting period
Unit: 0’000 shares Currency: RMB
Type of
shares and
its derivative
securities
Date of
issue
Issue
price
(or
interest
s rate)
Issue
number
Date of
listing
Number
of shares
under
listing
approval
Date of
termination
Ordinary shares
RMB
ordinary
shares- exercise of
share option under
the Share Option
Incentive Scheme
2013-01-10
5.07
718.44 2013-01-18
718.44
2013-01-11
10.94
359.76 2013-01-18
359.76
2013-12-06
4.70
971.04 2013-12-13
971.04
2013-12-06
10.57
361.8 2013-12-13
361.8
2013-12-06
10.82
1,159.8 2013-12-13
1,159.8
RMB
ordinary
shares- grant of
restricted
shares
under the Share
Option
Incentive
Scheme
2014-07-07
7.73
244.04 2015-06-20
488.08
2014-07-07
7.73
366.06 2016-06-20
/
Non
Public
Issuance of RMB
ordinary shares
2014-07-17
10.83
30,299.3 2017-07-17
/
RMB
ordinary
shares- exercise of
share option and
grant
of
restricted
shares
under the Share
Option
Incentive
Scheme
2014-11-25
10.11
477.92 2014-12-02
477.92
2014-11-25
10.36
1,122.6 2014-12-02
1,122.6
2015-04-08
10.06
19 2015-8-5
/
2015-07-28
8.07
3,090.4 2015-8-5
3,090.4
Qingdao Haier Co., Ltd.
2015 Annual Report
79 / 239
Details of issuance of securities as of the reporting period (please specify separately for bonds with
different interest rates within the duration):
(1) In December 2012, the conditions for the third exercise period of Phase I Share Option
Incentive Scheme and first exercise period of Phase II Share Option Incentive Scheme of the Company
have been fulfilled. On 10 and 11 January 2013, the Company directionally issued additional 7,184,400
and 3,597,600 RMB ordinary shares to determined and qualified participates of Phase I and Phase II
Share Option Incentive Scheme respectively at a price of RMB5.07 per share and RMB10.94 per share,
respectively. The aggregate 10,782,000 shares above mentioned were listed on 18 January 2013. For
details, please refer to Announcement on the Exercise Arrangement for the Third Exercise period of
Phase I Share Option Incentive Scheme by the Board of Qingdao Haier Co., Ltd. (L 2012-030),
Announcement on the Exercise Arrangement for the First Exercise period of Phase II Share Option
Incentive Scheme by the Board of Qingdao Haier Co., Ltd. (L 2012-031) and Announcement on the
Results of the Third Exercise period of Phase I Share Option Incentive Scheme and the First Exercise
period of the Phase II Share Option Incentive Scheme by Qingdao Haier Co., Ltd. and Listing of New
Shares (L 2013-001) published by the Company on the four major securities newspapers and the website
of Shanghai Stock Exchange () on 25 December 2012 and 15 January 2013,
respectively.
(2) In November 2013, the conditions for the fourth exercise period of Phase I Share Option
Incentive Scheme, the second exercise period of Phase II Share Option Incentive Scheme and the first
exercise period of Phase III Share Option Incentive Scheme of the Company have been fulfilled. On 6
December 2013, the Company directionally issued additional 9,710,400, 3,618,000 and 11,598,000
RMB ordinary shares to determined and qualified participates of Phase I, Phase II and Phase III Share
Option Incentive Scheme, respectively at a price of RMB4.70 per share, RMB10.57 per share and
RMB10.82 per share. The aggregate 24,926,400 shares above mentioned were listed on 13 December
2013. For details, please refer to Announcement on the Exercise Arrangement for the Fourth Exercise
period of Phase I Share Option Incentive Scheme by the Board of Qingdao Haier Co., Ltd. (L 2013-034),
Announcement on the Exercise Arrangement for the Second Exercise period of Phase II Share Option
Incentive Scheme by the Board of Qingdao Haier Co., Ltd. (L 2013-035) and Announcement on the
Exercise Arrangement for the First Exercise period of Phase III Share Option Incentive Scheme by the
Board of Qingdao Haier Co., Ltd. (L 2013-036) and the Announcement on the Exercise Result for the
share Option Incentive Scheme and the Listing of Additional shares of Qingdao Haier Co., Ltd. (L
2013-039) published by the Company on the four major securities newspapers and the website of
Shanghai Stock Exchange () on 21 November 2013 and 10 December 2013,
respectively.
(3) In April 2014, the Company introduced Phase IV Share Option Incentive Scheme. The Scheme
involves 54,560,000 options, of which, 49,110,000 options (including 42,879,000 share options and
6,231,000 restricted shares) were granted under the first grant and 5,450,000 options (including
4,761,000 share options and 689,000 restricted shares) were reserved shares. After no objection filing
Qingdao Haier Co., Ltd.
2015 Annual Report
80 / 239
with the CSRC and the approval of the Scheme at a general meeting of the Company, the Board
determined the date of the First Grant was 20 June 2014 and 48,780,000 options (including 42,679,000
share options at the exercise price of RMB16.63 per share; and 6,101,000 restricted shares at the grant
price of RMB7.73 per share) were granted to scheme participants (adjusted after one participant left the
Company) under the first grant. The registration of transfer of the abovementioned restricted shares was
completed on 7 July 2014. For details, please refer to the Announcement of Completion of Registration
of Restricted Shares Granted under the Phase IV Share Option Incentive Scheme of Qingdao Haier Co.,
Ltd. (L 2014-038) published by the Company on the four major securities newspapers and the website of
Shanghai Stock Exchange () on 8 July 2014.
(4) In September 2013, the Company induced a proposal on the introduction of the strategic
investor through non-public issue, proposing to issue not more than 305 million additional A shares to
KKR (Luxembourg) with proceeds of not more than RMB3.447 billion. After obtaining approval of the
proposal from the general meeting of the Company, Ministry of Commerce and CSRC, the Board of the
Company conducted relevant share transfer procedures in July 2014 and determined 302,992,994 shares
to be issued at the issue price of RMB10.83 per share. The listing of the relevant share will be effective
on 17 July 2017. For details, please refer to Announcement on Results of Non-public Issuance of Shares
and Change in Share Capital of Qingdao Haier Co., Ltd. (L 2014-041) published by the Company on the
four major securities newspapers and the website of Shanghai Stock Exchange () on 22
July 2014.
(5) In November 2014, the conditions for the third exercise period of Phase II Share Option
Incentive Scheme and the second exercise period of Phase III Share Option Incentive Scheme of the
Company have been fulfilled. On 25 November 2014, the Company directionally issued additional
4,779,200 and 11,226,000 RMB ordinary shares to determined and qualified participates of Phase II and
Phase III Shares Option Incentive Scheme at a price of RMB10.11 per share and RMB10.36 per share.
The listing of the aggregate 16,005,200 shares was effective on 2 December 2014. For the details, please
refer to the Announcement on the Exercise Arrangement for the Third Exercise period of Phase II Share
Option Incentive Scheme by the Board of Qingdao Haier Co., Ltd. (L 2014-064), the Announcement on
the Exercise Arrangement for the Second Exercise period of Phase III Share Option Incentive Scheme
by the Board of Qingdao Haier Co., Ltd. (L 2014-065) and the Announcement on the Exercise Result for
the Share Option Incentive Scheme and the Listing of Additional Shares of Qingdao Haier Co., Ltd. (L
2014-067) published by the Company on the four major securities newspapers and the website of
Shanghai Stock Exchange () on 12 November 2014 and 27 November 2014,
respectively.
(6) In February 2015, in the Company’s equity granted by the reserved portion under the Phase IV
Share Option Incentive Scheme, an aggregate of 650,000 share options were granted, with the exercise
price of RMB20.44/share; and 190,000 restricted shares were granted, with the granting price of
RMB10.06/share. The Board of Directors considered that the granting/authorizing date was determined
on 26 February 2015. Registration and transfer issues of the said restricted stocks have been completed
Qingdao Haier Co., Ltd.
2015 Annual Report
81 / 239
on 8 April 2015. For details, please refer to the Announcement of Qingdao Haier Co., Ltd. on the
Completion of Registration of Reserved Restricted Shares Granted under the Phase IV Share Option
Incentive Scheme (L 2015-011) published in the four major securities newspapers and the Shanghai
Stock Exchange website () on 9 April 2015.
(7) In July 2015, the conditions of the first exercise/unlocking of equity initially granted under
Phase IV Share Option Incentive Scheme were fulfilled. The Company determined the first exercise of
equity initially granted under Phase IV Share Option Incentive Scheme on 28 July 2015 and assessed the
qualified incentive object to make private placement of RMB ordinary shares of 30.904 million shares at
a price of RMB8.07/share. The above shares were listed on 5 August 2015. For details, please refer to
the Announcement of Qingdao Haier Co., Ltd. on the Share Option Incentive Exercise Result and New
Shares Listing under the Phase IV Share Option Incentive Scheme (L 2015-031) published in the four
major securities newspapers and the Shanghai Stock Exchange website () on July 30,
2015.
(II) Changes in total number of shares and shareholding structure and changes in the assets
and liabilities structure of the Company
1) On 8 April 2015, the Company granted restricted shares involved under Phase IV Share Option
Incentive Scheme, and the total number of shares of the Company changed from 3,045,935,134 shares to
3,046,125,134 shares;
2) On 17 July 2015, with the implementation of the annual bonus plan of the Company in 2014 (10
shares for every 10 shares and with a dividend of RMB4.92), the total number of shares of the Company
changed from 3,046,125,134 shares to 6,092,250,268 shares;
3) On 5 August 2015, the first exercise of Phase IV Share Option Incentive Scheme of the
Company was completed, and the total number of shares of the Company changed from 6,092,250,268
shares to 6,123,154,268 shares;
In summary, during the reporting period, the capital of the Company changed from 3,045,935,134
shares at the beginning of the period to 6,123,154,268 shares at the end of the period.
III. Shareholder and the ultimate controller
(I) Total number of shareholders
Total number of ordinary shareholders up to the end of the
reporting period
213,207
Total number of ordinary shareholders as at the end of the last
month prior to the disclosure day of the annual report
214,152
(II) Table of shareholdings of top ten shareholders, top ten circulation shareholders (or the
shareholders not subject to selling restrictions) up to the end of the reporting period
Unit: share
Shareholdings of top ten shareholders
Name of
shareholder (full
name)
Increasing/
decreasing
during the
reporting
Number of
shares held
at the end of
the period
Percent
age
(%)
Number of
shares
held
subject
Status of
shares
pledged
or frozen
Nature
of
shareh
older
Qingdao Haier Co., Ltd.
2015 Annual Report
82 / 239
period
to selling
restriction
s
Status
Number
Haier
Electric
Appliances
International
Co.,
Ltd.
1,258,684,82
4
20.56
Nil
Domes
tic
non-
state-o
wned
legal
person
Haier
Group
Corporation
1,072,610,76
4
17.52
Nil
Domes
tic
non-sta
te-own
ed
legal
person
KKR
HOME
INVESTMENT S.A
R.L.
605,985,988
9.90
605,985,9
88
Nil
Foreig
n
legal
person
Hong
Kong
Securities
Clearing Co., Ltd.
340,928,012
5.57
Unknow
n
Unkno
wn
China
Securities
Finance Corporation
Limited
173,837,311
2.84
Unknow
n
Unkno
wn
Qingdao
Haier
Venture
&
Investment
Information
Co.,
Ltd.
160,597,760
2.62
Nil
Domes
tic
non-sta
te-own
ed
legal
person
Central Huijin Asset
Management Ltd.
69,539,900
1.14
Unknow
n
Unkno
wn
China
Life
Insurance
Company
Limited
-
dividend -
personal
dividend
- 005L - FH002
Hu
54,910,696
0.90
Unknow
n
Unkno
wn
Industrial
&
Commercial
Bank
of China Limited –
China
Southern
Consumption
Vitality Flexible
Allocation
Hybrid
Initiated Securities
Investment Fund
37,864,701
0.62
Unknow
n
Unkno
wn
Qingdao Haier Co., Ltd.
2015 Annual Report
83 / 239
China
Life
Insurance
Company
Limited–traditional
–general insurance
products -005L-
CT001 Hu
36,136,934
0.59
Unknow
n
Unkno
wn
Shareholdings of top ten shareholders not subject to selling restrictions
Name of shareholder
Number of
shares held
subject
to no selling
restrictions
Class and number of shares
Class
Number
Haier Electric Appliances International Co., Ltd.
1,258,684,824
RMB ordinary
shares
Haier Group Corporation
1,072,610,764
RMB ordinary
shares
Hong Kong Securities Clearing Co., Ltd.
340,928,012
RMB ordinary
shares
China Securities Finance Corporation Limited
173,837,311
RMB ordinary
shares
Qingdao Haier Venture & Investment
Information Co., Ltd.
160,597,760
RMB ordinary
shares
Central Huijin Asset Management Ltd.
69,539,900
RMB ordinary
shares
China Life Insurance Company Limited-dividend-
personal dividend-005L-FH002 Hu
54,910,696
RMB ordinary
shares
Industrial & Commercial Bank of China Limited –
China Southern Consumption Vitality Flexible
Allocation Hybrid Initiated Securities Investment Fund
37,864,701
RMB ordinary
shares
China Life Insurance Company Limited-
–traditional–general insurance products-005L-
CT001 Hu
36,136,934
RMB ordinary
shares
National social security fund, Portfolio 104
36,000,000
RMB ordinary
shares
Connections or parties acting in concert among the
aforesaid shareholders
(1) Haier Electric Appliances International Co.,
Ltd. is a holding subsidiary of Haier Group
Corporation. Haier Group Corporation holds
51.20% of its equity. Qingdao Haier Venture &
Investment Information Co., Ltd. is a party acting
in concert with Haier Group Corporation;
(2) Both the general insurance products and
personal dividend of China Life are managed by
China Life;
(3) The Company is not aware of the existence of
any connections of other shareholders.
Explanation
of
preferential
shareholders
with
restoration of voting rights and their shareholdings
Nil
Number of shares held by top ten shareholders subject to selling restrictions and the selling restrictions
Unit: share
No.
Name of shareholder subject to
selling restrictions
Number of
shares held
Listing status of shares
subject to selling restrictions
Selling
restrictio
Qingdao Haier Co., Ltd.
2015 Annual Report
84 / 239
subject to
selling
restrictions
Eligible
listing
time
Number of
additional
shares to
be
listed
ns
1
KKR HOME INVESTMENT
S.A R.L.
605,985,988
17 July 2017
0
A
lock-up
period of
three
years
2
Objects of the firstly granted
and reserved portion of the
Phase
IV
Share
Option
Incentive Scheme
7,321,200
20 June 2016
0
Unlock
dependin
g on the
performa
nce
and
evaluatio
n results
of
the
Company
3
152,000
26 February 2016
0
4
228,000
26 February 2017
0
Connections or parties acting in
concert among the aforesaid
shareholders
None
(III) Strategic investors or general legal persons who became the top ten shareholders due to
placing of new shares
Name of strategic investor or general
legal person
Starting date of
agreed share-holding
Expiration date of
agreed shareholding
KKR HOME INVESTMENT S.A R.L.
17 July 2014
17 July 2017
Statement of the terms of the agreed
share-holding of the strategic investors or
ordinary legal persons involved in placing
new shares
According to the Share Purchase Agreement entered into
between the Company and KKR in 2013, the shares of the
Company subscribed by it shall not be transferred within 36
months after the date of issuance. The summary of the
agreement sets out in the announcement regarding the
Private Issuance of A-share of Qingdao Haier Co., Ltd. ( (L
2013-023) of the Company dated 8 October 2013.
IV. Controlling shareholder and the ultimate controller
(I)
Status of controlling shareholder
1
Legal person
Name
Haier Electric Appliances International Co., Ltd
The person
in
charge
of
the
Company or legal representative
Zhang Ruimin
Establishment date
1988-06-30
Principal operations
Manufacturing of freezer, electromagnetic stove, house
electrical fan, hairdryer, freezing machine, gas fire, air cleaner,
dishwasher, electric heater, electric cooker, water dispenser,
vacuum cleaner, kitchen ventilator, gas stove and oven focal; the
export of the products produced by the Company, the import and
export of technology and equipment for the Company's own use
and the import business of raw materials for production.
Qingdao Haier Co., Ltd.
2015 Annual Report
85 / 239
2
The ownership and controlling relationship between the Company and its controlling
shareholder
(II) Status of the ultimate controller
1
Legal person
Name
Haier Group Corporation
The person in charge of the Company
or legal representative
Zhang Ruimin
Establishment date
1980-03-24
Principal operations
Manufacturing
of
home
appliances,
digital
products,
communication
equipment,
electronic
computers
and
accessories, ordinary machineries, kitchen utensils and
industrial
use
robots;
domestic
commercial
wholesale
distribution and retail sale (excluding those operated exclusively
by the State, which are dangerous and limited by the State); the
import and export business (please refer to Foreign Trade
Enterprise Validation Certificate for details).
2
Framework of ownership and controlling relationship between the Company and the ultimate
controllers
(III) Other information about the controlling shareholder and the ultimate controllers
Haier Group Corporation was registered as a joint venture in industrial and commercial registration.
Pursuant to a statement issued by Qingdao State-Owned Assets Administration Office on 1 June 2002,
Haier Group Corporation is a collectively-owned enterprise.
Haier Electric Appliances
International Co., Ltd.
Qingdao Haier Co., Ltd.
Haier Group
Corporation
Haier Electric Appliances
International Co., Ltd.
Qingdao Haier Co., Ltd.
Qingdao Haier Venture & Investment
Information Co., Ltd
Acting in concert
Qingdao Haier Kitchen Facilities Co.,
Ltd
Qingdao Haier Co., Ltd.
2015 Annual Report
86 / 239
V. Other corporation shareholders holding more than 10% of the Company’s shares
Unit and Currency: RMB
Name of
corporation
shareholder
The person in
charge of the
Company or
legal
representative
Date of
incorporation
Organizati
on
code
Registered
capital
Principle
operations and
management
activities
KKR Home Investment
S.à r.l.
William
J.
Janetschek
and
other
person
3 September
2013
/
US$18,00
0
Investment
and
investment
management
business
Note
KKR Home Investment S.àr.l. is a project company incorporated in
Luxembourg under the international practice exclusively for strategic
investment in the Company, and a wholly-owned subsidiary of KKR China
Growth Fund L.P..
VI. EXPLANATION OF RESTRICTION ON REDUCED SHAREHOLDING
□Applicable √ Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
87 / 239
SECTION VII THE RELEVANT INFORMATION OF PREFERRED SHARES
□Applicable √ Not Applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
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SECTION VIII DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES
I. Changes of Shareholding and Remuneration
(I) Changes of shareholding and remuneration of current and retired directors, supervisors and senior management during the
reporting period
√Applicable □Not applicable
Unit: share
Name
Position
(note)
Gender
Age
Appointmen
t date
End date of
appointment
Shareholdi
ngs at the
beginning
of the year
Shareholdi
ngs at the
end of the
year
Increase/
decrease in
shares for the
year
Reason for
increase/
decrease
Total
remuneration
received from
the Company
during the
reporting
period
(RMB0’000)
(before tax)
Whether
receive
remuneration
from the
Company’s
related party
Liang
Haishan
President,
general
manager
male
50
2013-04-19
2016-04-19
5,489,920 12,779,840
7,289,920
Option
exercise
under
Phase
IV
Share
Option
Incentive
Scheme
and
implement
of
bonus
scheme of
the
Company
167
No
Tan Li
Xia
Vice
president
female
46
2013-04-19
2016-04-19
2,571,680
6,203,360
3,631,680
No receipt of
remuneration
from
the
Company
Yes
Wang
Xiaonan
Director
female
53
2013-04-19
2016-04-19
148,000
473,600
325,600
Yes
Peng
Jianfeng
Director
male
55
2013-04-19
2016-04-19
20
No
Qingdao Haier Co., Ltd.
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Wu
Changqi
Director
male
61
2013-04-19
2016-04-19
20
No
Zhou
Hongbo
Director
male
54
2013-04-19
2016-04-19
20
No
Liu
Haifeng
David
Director
male
46
2013-09-29
2016-04-19
0
No
Liu Feng
Independen
t director
male
50
2013-04-19
2016-06-09
14.2
No
Wu
Cheng
Independen
t director
male
76
2013-04-19
2016-04-19
20
No
Dai
Deming
Independen
t director
male
54
2015-06-10
2016-04-19
7.5
No
Shi
Tiantao
Independen
t director
male
54
2014-05-20
2016-04-19
20
No
Timothy
Yung
Cheng
Chen
Independen
t director
male
60
2014-09-29
2016-04-19
20
No
Wang
Peihua
Chairman
of
the
supervisory
committee
male
59
2013-04-19
2016-04-19
No receipt of
remuneration
from
the
Company
Yes
Ming
Guoqing
Supervisor
male
56
2013-04-19
2016-04-19
Yes
Wang
Yuqing
Supervisor
female
41
2013-04-19
2016-04-19
13.8
No
Gong Wei
Chief
financial
officer,
vice
general
manager
male
43
2013-04-19
2016-04-19
700,000
1,568,000
868,000
Option
exercise
under
Phase
IV
Share
Option
Incentive
Scheme
and
55
No
Qingdao Haier Co., Ltd.
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implement
ation
of
bonus
scheme of
the
Company
Ming
Guozhen
Secretary
to
the
board
of
directors,
vice
general
manager
female
52
2013-04-19
2016-04-19
670,000
1,006,000
336,000
implement
ation
of
bonus
scheme of
the
Company
and
reduction
in
the
secondary
market
55
No
Total
/
/
/
/
/
9,579,600 22,030,800
12,451,200
/
432.5
/
Name
work experience
Liang
Haishan
Male, born in 1966, is a senior engineer. He has served as director of enterprise management office of Qingdao Refrigerator General Factory, head of the
quality department of Qingdao Haier Refrigerator Co., Ltd., director of personnel department of certification center of Haier Group Corporation, general
manager and party secretary of Qingdao Haier Air Conditioner Gen Corp., Ltd, head and party secretary of Haier logistics department, senior vice president of
Haier Group, executive vice president of Haier Group. He is Vice President of Haier Group and the chairman and general manager of 8th session of the Board
of Qingdao Haier Co., Ltd. and was awarded Shandong Province Outstanding Contribution Leader of Light Industry of the ―Eleventh Five-year Plan‖ and
Senior Expert of Qingdao in 2011; National May 1st Labor Medal, Outstanding Leadership Award of the National Light Industry Enterprise Information, Top
10 Leaders in China Strategic Emerging Industries in 2012; Prize of Technology Advancement for China Household Appliances, First Prize Award of Science
and Technology Progress of China National Light Industry Council in 2013.
Tan Li Xia
Female, born in 1970, has served as assistant director and general manager assistant of Haier Air Conditioning Electronics Import and Export Company,
the head, deputy director, director of department of overseas market development of Haier Group, and head of department of financial management of Haier
Qingdao Haier Co., Ltd.
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Group; currently serves as the vice executive president of Haier Group, chief financial officer of the Group, the vice president of the 8th session of the Board
of Qingdao Haier Co., Ltd.. In recent years, she was awarded various titles, such as Model Worker of Shandong Province, Outstanding Entrepreneur of the
State, "March 8 Red-Banner Holders of the State ", PRC CFO of the Year, China Top Ten Women in Economic Area, China Top Ten Brand Female and so on.
Wang
Xiaonan
Female, born in 1963, has served as the director of human resources of Orica China region, director of human resources of Orica North Asia reg
ion. Currently is the vice president of Haier Group, director of the 8th session of the Board of Qingdao Haier Co., Ltd. She has abundant theo
retical knowledge and practical experiences in human resources management and human capital strategic management such as corporate rest
ructuring, acquisition, M&A. She has been awarded the ―Annual Character Awards for the First Humanism China of the China Human Res
ource Development Association‖, ―HR Team Innovation Award‖, ―HR Team Innovation Awards‖ and ―Ten Best Practices Awards for Chin
a HR Management‖, ―Best Organizational Reform of the Year‖ and ―Best HR Team of the Year‖ for the near three years.
Peng
Jianfeng
Male, born in 1961, professor and tutor of doctorate students of School of Labor and Human Resources of Renmin University of China, president of China
Stone Management Consulting Group, vice chairman of China Human Resource Development Association, vice director of Management Consulting
Committee of China Enterprise Confederation, director of the 8th session of the Board of Qingdao Haier Co., Ltd.. He once was the deputy dean of School of
Labor and Human Resources of Renmin University of China.
Wu
Changqi
Male, born in 1955, professor and tutor of doctorate students of department of Strategic Management of Guanghua School of Management of Peking
University. He graduated from Shandong University in 1982 with a bachelor degree in economics. He graduated from Katholieke Universiteit Leuven in
Belgium in 1990, with a MBA degree and a doctorate degree in applied economics successively. He was an assistant professor and associate professor of
Department of Economics of School of Business and Management of The Hong Kong University of Science and Technology, professor and director of
Department of Strategic Management of Guanghua School of Management of Peking University, deputy dean of Guanghua School of Management, Peking
University, Director of EMBA degree programme center and so on. Currently he is the president of the National Hi-Tech Industrial Development Zone
Strategy Research Institute of Peking University and president of The Guanghua Leadership Institute (in collaboration with CISCO), director of the 8th session
of the Board of Qingdao Haier Co., Ltd.
Zhou
Hongbo
Male, born in 1962, general manager of UbiLink, member of the board of directors of Beijing Hanbang Technology Co., Ltd., member of SandHillAngels
in America, partner of venture capital funds in WingPlus, America; he was once the general manager of Beiqi iFoton Co., Ltd. , chief software specialist of
Tsinghua Tongfang, senior engineer / manager of research and development of IBM / BEA and other companies in the United States, postdoctoral researcher
Qingdao Haier Co., Ltd.
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of Oak Ridge National Laboratory of America etc.; member of Committee of Experts of IOT and System Integration of The Chinese Institute of Electronics
and so on; distinguished expert of Beijing and other municipal government; part-time professor of Beijing Jiaotong University, University of Electronic
Science and Technology of China, Beihang University and other colleges; member of experts and advisors of many domestic and foreign consultation bodies;
one of the nine global IOT experts interviewed by the internationally renowned magazine "Economist". He is currently a director of the 8th session of the
Board of Qingdao Haier Co., Ltd..
Liu
Haifeng
David
Male, born in 1970, KKR global partner, co-head of KKR Asian Private Equity Investment and president of Greater China Region, and member of KKR's
Asian Private Equity Investment Committee, Asia Portfolio Management Committee and China Growth Fund Investment Committee. He once served as the
managing director of Morgan Stanley and co-head of the Direct Investment Department of Morgan Stanley Asia. In years of direct investment career, he
achieved an excellent long-term investment performance, he was responsible for and led a number of successful and pioneering direct investment projects in
the Greater China region, such as: China Mengniu Dairy, Ping An Insurance, Qingdao Haier, Belle International, Far East Horizon, Nanfu Battery, China
Modern Dairy, United Envirotech Ltd., China Cord Blood Corporation, Yongle Household Appliances, Hengan International, Shanshui Cement, Rundong
Auto, Sunner Development, 58 Home, Tarena Technology and Guangdong Feed. He graduated from Columbia University, and achieved the highest honor of
science degree in Department of Electronic Engineering; he is a member of Tau Beta Pi (National Engineering Honor Society of America) , and he has won the
Edwin Howard Armstrong Award as the most outstanding electronic engineering student of Columbia University.
Liu Feng
(Retired upon the expiry of term of office) Male, born in 1966, he was the professor of College of Management of Sun Yat-sen University, director
of Modern Accountancy and Finance Research Center of Sun Yat-sen University, and currently is the professor of Accounting School of Xiamen
University, and independent director of the 8th session of Board of Qingdao Haier Co., Ltd..
Wu
Cheng
Male, born in 1940, expert in informationization and automation, academician of Chinese Academy of Engineering. He graduated from Tsinghua
University in 1962 and got a postgraduate degree of Tsinghua University in 1966. He is a professor and doctoral supervisor of department of
Automation of Tsinghua University, head of National CIMS Engineering Research Center, independent director of Kingdee (International) Software
Group Co., Ltd., and independent director of the 8th session of the Board of Qingdao Haier Co., Ltd..
Dai
Deming
Male, born in 1962. He is a professor and doctoral supervisor of the accounting department of School of Business at Renmin University of China.
He also concurrently holds other positions such as a vice-chairman of Accounting Society of China, and a vice-chairman of Beijing Society of
Qingdao Haier Co., Ltd.
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Auditing. He served as an independent director for CSR Corporation Limited and other companies.
Shi
Tiantao
Male, born in 1962. He currently serves as a professor and doctoral supervisor of the School of Law at Tsinghua University as well as director of
Finance & Law Research Center under the School of Law at Tsinghua University. He also serves on the 8th Session of the Board of Directors of
Qingdao Haier as an independent director. Meanwhile, he concurrently holds other positions such as a vice president of the Chinese Research
Association of Securities Law, an arbitrator of CIETAC, a specially-designated supervisor of the Supreme People's Court and a member of the Case
Guidance Committee. He was a deputy dean of the School of Law at Tsinghua University.
Timothy
Yung
Cheng
Chen
Male, born in 1956, holds an American citizenship. He is the president of Telstra International Group and the general manager of the Group. He
holds a MBA degree of University of Chicago, and a master's degree in Computer Science and Mathematics of The Ohio State University. He once
served as the president of Motorola Inc. and Microsoft (China) Co., Ltd. in China and executive vice president of the headquarters, and he served in the
AT & T Bell Laboratory of the United States for nine years.
Wang
Peihua
Male, born in 1957, senior political analyst, he has served as the deputy secretary of Party Committee of Haier Group Air-Conditioner Head Office,
Washing Machine Head Office, and Haier Group Freezer & Heater Head Office, chairman of the labor union of Haier Group Technology and
Equipment Head Office, etc.. He is the head of the Organizational Department of Haier Group, the president of the 8th session of the Board of
Supervisors of Qingdao Haier Co., Ltd..
Ming
Guoqing
Male, born in 1960, senior political analyst, has served as deputy secretary of Discipline Inspection Committee of Qingdao Refrigerator General
Factory, party branch secretary and assistant manager of Qingdao Haier Transportation Company, deputy director of organization section of Qingdao
Haier Co., Ltd., head of the comprehensive department, deputy secretary of party committee and secretary of discipline inspection committee of Haier
Refrigerator Products Head Office, chairman of the labor union of Qingdao Haier Co., Ltd.. He is the chairman of the labor union of Haier Group,
and the supervisor of the 8th session of the board of supervisors of Qingdao Haier Co., Ltd..
Wang
Yuqing
Female, born in 1975, has served as the worker supervisor of the Board of Supervisors of Qingdao Haier Co., Ltd. and the office secretary of
Qingdao Haier Co., Ltd.. She is a supervisor of the 8th session of the board of supervisors of Qingdao Haier Co., Ltd., and head of the general manager
office of Qingdao Haier Co., Ltd..
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Gong Wei
Male, born in 1973, has served as the financial manager of Qingdao Haier Co., Ltd., senior financial manager and senior financial analyst of Haier
Group, chief financial officer of Haier Washing Machine Head Office, chief financial officer of Haier Air-Conditioner Head Office, chief financial
officer of White Goods Group, he is the vice general manager and chief financial officer of Qingdao Haier Co., Ltd.. He was granted the honorary titles
such as Outstanding Youth in Post of Qingdao City, Outstanding Accounting Workers of Shandong Province, National Outstanding Accounting
Workers and so on, and won the awards of Top Ten CFO in China as appraised by "New Money" Magazine in 2011.
Ming
Guozhen
Female, born in 1964, senior economist, was the lecturer of the investment department of China Institute of Finance, deputy head of the Teaching
and Research section of Investment Economy Department, a clerk of treasury department of Everbright International Investment Consultancy
Company, deputy director and director of general manager office, general manager of business management department and general manager of
personnel department, assistant to the general manager of the Company, executive vice president of Everbright International Investment Consultancy
Company; she was the office director of analysts professional committee of the Securities Association of China, vice director of Qualification
Management Department of the Association, vice director of Practice Standards Committee of the Association. She is currently the vice general
manager and secretary to the Board of Directors of Qingdao Haier Co., Ltd..
(II) Incentive share option granted to directors, supervisors and senior management during the reporting period
√Applicable □Not applicable
Unit: share
Name
Position
Number of
restricted shares
held at the
beginning of the
year
Number of share
options newly
granted during
the reporting
period
Shares
exercisable
during the
reporting period
Shares exercised
by the share
option during the
reporting period
Exercising
price of share
options (RMB)
Number of
share options
held at the end
of the period
Market price at
the end of the
reporting
period (RMB)
Liang
Haishan
President,
general manager
4,500,000
0
1,800,000
1,800,000
8.07
2,700,000
9.92
Tan Li
Xia
Vice president
2,650,000
0
1,060,000
1,060,000
8.07
1,590,000
9.92
Wang
Xiaonan
Director
444,000
0
177,600
177,600
8.07
266,400
9.92
Qingdao Haier Co., Ltd.
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Gong
Wei
Chief financial
officer, vice
general manager
420,000
0
168,000
168,000
8.07
252,000
9.92
Ming
Guozhe
n
Secretary to the
board of
directors, vice
general manager
340,000
0
136,000
0
8.07
340,000
9.92
Total
/
8,354,000
0
3,341,600
3,205,600
/
5,148,400
/
Unit: share
Name
Position
Number of
restricted shares
held at the
beginning of the
year
Number of
restricted shares
newly granted
during the
reporting period
Granting price
of restricted
shares (RMB)
Unlocked shares
Locked shares
Number of
restricted shares
held at the end
of the period
Market price at
the end of the
reporting
period (RMB)
Liang
Haishan
President, general
manager
4,500,000
0
3.62
1,800,000
2,700,000
2,700,000
9.92
Tan Li
Xia
Vice President
2,650,000
0
3.62
1,060,000
1,590,000
1,590,000
9.92
Wang
Xiaonan
Director
296,000
0
3.62
118,400
177,600
177,600
9.92
Gong
Wei
Chief
financial
officer,
vice
general manager
280,000
0
3.62
112,000
168,000
168,000
9.92
Ming
Guozhen
Secretary to the
board of directors,
vice
general
manager
220,000
0
3.62
88,000
132,000
132,000
9.92
Total
/
7,946,000
0
/
3,178,400
4,767,600
4,767,600
/
Note: During the Reporting Period, the 2014 Annual Profit Distribution Plan was implemented. The Company distributed a cash dividend of RMB4.92
(inclusive of tax) for every 10 shares and made a bonus issue by way of capitalizing its capital reserve on the basis of 10 shares for every 10shares on the basis of
3,046,125,134 shares. Pursuant to which, the Company convened a Board meeting to adjust the number of share options and restricted shares and their exercising
price/grant price. The numbers presented in the above table have been adjusted.
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II. Positions Held by Current and Retired Directors, Supervisors and Senior Management during the Reporting Period
(I) Positions held in shareholders’ entities
√Applicable □Not Applicable
Name
Company
Position
Appointment date
End date of appointment
Liang Haishan
Haier Electric Appliances International
Co., Ltd.
Director
November 1997
Tan Li Xia
Haier Electric Appliances International
Co., Ltd.
Director
Tan Li Xia
Qingdao Haier Venture & Investment
Information Co., Ltd.
Supervisor
March 2009
Tan Li Xia
Haier Group Corporation
Senior vice president, chief
financial officer
December 2007
Wang Xiaonan
Haier Group Corporation
Vice president
Wang Peihua
Haier Group Corporation
Head
of
Organizational
Department
Ming Guoqing
Haier Group Corporation
Chairman of the Labor Union
Liu Haifeng David
KKR Investment Company in Asia
Global partners
February 2006
Positions
in
shareholders
entities
Nil
(II) Positions held in other entities
√Applicable □Not Applicable
Name
Company
Positions
Appointment date
End date of appointment
Liang Haishan
Haier Group Electric Appliance Industry
Co., Ltd.
Executive director
Liang Haishan
Qingdao Haier Photoelectronic Co., Ltd. Executive director
Liang Haishan
Fisher & paykel Appliances Holdings
Limited
Director
Ming Guozhen
Qingdao Overseas Chinese Industrial Director
July 2008
Qingdao Haier Co., Ltd.
2015 Annual Report
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Joint Stock Co., Ltd.
Tan Li Xia
Haier Group Finance Co., Ltd.
Supervisor
Tan Li Xia
Qingdao
Haier
Investment
and
Development Co., Ltd.
Supervisor
Tan Li Xia
Haier Group Electric Appliance Industry
Co., Ltd.
Director
Tan Li Xia
Fisher & paykel Appliances Holdings
Limited
Director
Tan Li Xia
Bank of Qingdao
Director
10 April 2012
Wu Cheng
Tsinghua University
Professor
Wu Changqi
Peking University
Professor
Wu Changqi
Huaxia Bank Co., Ltd.
Supervisor
12 May 2015
11 May 2018
Wu Changqi
Beijing Electronic Zone Investment and
Development Co., Ltd.
Independent director
28 December 2012
27 December 2018
Wu Changqi
Tianjin Keyvia Electric Co., Ltd.
Independent director
1 December 2011
30 November 2017
Peng Jianfeng
Renmin University of China
Professor
Peng Jianfeng
Beijing
China
Stone
Management
Consulting Group
President
Peng Jianfeng
Chinese Universe Publishing and Media
Co., Ltd.
Independent director
5 December 2010
4 December 2016
Zhou Hongbo
Beijing Hanbang Technology Co., Ltd.
Director
November 2014
November 2017
Timothy Yung Cheng Chen
Asia Pacific Telecom Co., Ltd.
General manager
January 2016
Timothy Yung Cheng Chen
China Communication Media Group
Co., Ltd.
Director
Shi Tiantao
Tsinghua University
Professor
2000
Liu Haifeng David
Far East Horizon Limited
Non-executive director
October 2009
Liu Haifeng David
China International Capital Corporation
Limited
Non-executive director
February 2015
Liu Haifeng David
United Envirotech Ltd.
Non-executive director
October 2011
Liu Haifeng David
China Rundong Auto Group Limited
Non-executive director
January 2014
Dai Deming
Shanxi Taigang Stainless Steel Co., Ltd. Independent director
August 2011
Dai Deming
Beijing Xinwei Telecom Technology
Group Co., Ltd.
Independent director
September 2014
Dai Deming
Beijing Capital Development Co., Ltd.
Independent director
September 2015
Qingdao Haier Co., Ltd.
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Dai Deming
China Zheshang Bank Co., Ltd.
Independent
Non-executive
director
March 2016
Positions in other units
Nil
III. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedures of the remuneration
of directors, supervisors and senior management
The procedures for decision- making of remuneration of directors , supervisors and senior management of the
Company are establishing platform, clearing standards, communication and consultation, and making objective
decision. The Remuneration Committee of the Company formulate remuneration standards, adjust principles and
assess the principles of realizing, then propose them to the board of directors fo r approval, thus form a system
platform, then to determine the actual remuneration of that year according to the examination results of the bet
aginst cycle and the annual exammination results.
Determination basis of the remuneration of
directors, supervisors and senior management
The management personnel salary system of the Company in 2015 is linked to the strategic income statement, of
which the tool is the two-dimensional lattice model. The two-dimensional lattice could reflect the strategic
undertaking and upgrade and development of staffs vertically, and the market competitiveness horizontally. The
highest allowance of outside directors of the 8th session of the board of directors of the Company is RMB200,000
(before tax) in total per year, including the fixed allowances of RMB150,000 per year, the highest performance
allowance is RMB50,000 per year, and the exact amount of performance allowance will be determined based on the
comprehensive consideration of the contribution of directors to the Board decision making, the effectiveness of the
proposals and recommendations to the board of directors, the participation of the meetings of the Board, attendance
rate of all Board meetings and other factors. The travelling expense for attending the meetings of the board of
directors and shareholders and other expenses necessary for performing their duties pursuant to the Articles of
Association shall be fully reimbursed.
Remuneration payables of directors, supervisors
and senior management
Paid as required.
Total actual remuneration of all the directors,
supervisors and senior management at the end of
the reporting period
4.325 million
IV. Changes in Directors, Supervisors and Senior Management of the Company
Name
Position
Change
Reason for change
Liu Feng
Independent director
Resigned
Expiry of terms of appointment
Dai Deming
Independent director
Elected
Take over directors at expiry
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V. Punishment by the Securities Supervisory Institute for the near three years
□Applicable √Not applicable
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Ⅵ. Staff of the Parent Company and Principal Subsidiaries
(I) Staff information
Number of staff of the parent company
2,286
Number of staff of principle subsidiaries
61,516
Total number of staff
63,802
Number of employees whose retirement expenses are
borne by the parent company and the principle
subsidiaries
0
Professional structure
Professional Class
Number
Manufacturing staff
38,987
Marketing staff
12,883
Technical staff
10,097
Financial staff
874
Administrative staff
961
Total
63,802
Educational structure
Educational Class
Number
Bachelor education and above
12,899
College education
16,030
Vocational education and below
34,873
Total
63,802
Note: During the Reporting Period, the Company acquired Haier (Singapore) Investment Holding
Pte. Ltd. and other companies, and the number of employees of such companies was added to the
headcount of the Company.
(II) Remuneration policies
The Company conducted the system of individual paid separately and entirety paid in advanced,
which originates from the strategic balance sheet of Haier, it includes the evaluation of the creation of
user resources, operation ability of autonomous management entity, budget implementation, continuous
optimization, the incentive system guide the behavior of employees, it exactly includes three aspects as
below: ①create and share: I create my users, I share my appreciation, which lead to innovation; ②
three first-rates: first-rate consumer (user resources), first-rate people, first-rate remuneration; ③three
highs: high efficiency, high appreciation and high remuneration.
(III) Personnel training
Please also refer to relevant content set out in "Qingdao Haier Corporate Social Responsibility
Report in 2015" published on the same date as this announcement.
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SECTION IX CORPORATE GOVERNANCE
I. EXPLANATION OF CORPORATE GOVERNANCE
During the reporting period, the Company strictly complied with the requirements under the
Company Law, the Securities Law, Code on Corporate Governance for Listed Companies and the
requirements of the relevant laws and regulations, to improve its corporate governance structure,
regulate its operation, improve its information disclosure system, strengthen the communication with
investors and elevate the standard of the Company’s corporate governance. In respect of corporate
governance structure, the general meeting, the Board and the management standardized its operation to
practically guarantee the legal interests of the Company and its shareholders; all Directors duly
discharged their duties in a diligent way; each committee of the Board of the Company performed their
work according to their respective detailed working rules to ensure that the Board operate in a more
effective and scientific way; independent Directors fulfilled their duties independently and issued
independent opinion on major matters in order to effectively protect the interests of the Company as a
whole and the lawful rights and interests of medium and small investors. In respect of information
disclosure, the Company strictly executed the registration and management system for insiders, achieved
the management of inside information on significant events and eliminating the act of using the
Company’s inside information for stocks trading by insider. Meanwhile, the Company reinforced the
accountability of people who are responsible for annual report disclosure and enhanced the quality and
transparency of information disclosure in annual reports. The Company has placed a lot of emphasis on
information disclosure and disclosed relevant information on a true, accurate, complete and timely basis
strictly in accordance with the requirements of laws and regulations to ensure all shareholders have
equal access to such information. In respect of the management of investor relation, in accordance with
guideline of the Management System for Investor Relation, the Company integrated business and
financial resources by the office of board secretary and realized positive and all-around access to
investors in a multi-layer and diversified format through introduction reference, result announcement
conference and online forum. Meanwhile, the Company replied investors on a timely basis by ways of
interview, e-mail, phone, fax and the website () and enhanced interaction with
investors, so as to respect and protect the interests of various investors, with the aim of achieving
harmonious and mutual success with the Company, staff and investors. The corporate governance
structure of the Company is sound and there is no difference between the corporate governance structure
and the requirement of relevant documents from CSRC.
1) Shareholders and shareholders’ general meeting:
The Company could ensure that all shareholders, especially the minority shareholders enjoy equal
treatment and are able to fully exercise their rights; during the reporting period, the Company convened
and held two shareholders’ general meetings in compliance with the requirements of the Articles of
Association and Rules Governing Shareholders’ General Meeting of the Company. Attendance of
Qingdao Haier Co., Ltd.
2015 Annual Report
102 / 239
Shareholders at the meeting is relatively high, which ensured that the shareholders fully excised voting
rights; the Company also engaged lawyers who possess the qualification to engage in securities business
to attend and witness the shareholders’ general meeting; the resolutions were considered and approved in
accordance with legal procedures, which could guarantee the power and rights of minority shareholders.
2) Relationship between controlling shareholders and the listed companies:
The controlling shareholders acted normatively and did not interfere with the Company’s
management decisions and operations, directly or indirectly. The Company and the controlling
shareholders are independent of each other in terms of their staff, assets, finance, organization and
business. Their respective board of directors, the supervisory committee and internal administrative
departments are all independent of each other. The specific requirements for regulating connected
transactions and fund flow are set out in the Articles of Association, Fair Decision-Making System for
Connected Transactions and the Administrative System for Regulation of Fund Flow between the
Company and Related Parties, Risk Control System for Connected Transaction with Haier Group
Finance Co., Ltd., and Proposal for Emergency Response System for Risk of Deposits with Haier Group
Finance Co., Ltd., which guaranteed the interests of investors. The daily connected transactions are
subject to the consideration and approval at the annual general meeting and set specialized execution
procedure. The basis of pricing and reasonability of operation agreement shall be supervised and
reviewed by special departments, so as to regulate the connected transactions and protect the interests of
minority shareholders and non-related shareholders. During the reporting period, the Group strictly
performed its undertaking in respect of promotion of ―solution of business competition and reduction of
connected transactions‖ of listed companies, by which the Company completed the acquisition of
overseas assets and the acquisition of minority shareholdings in Mitsubishi and Carrier, and further
enhanced self-procurement capability and scope of the self-procurement companies Qingdao Haidarui
Procurement Service Co., Ltd. and Qingdao Haidayuan Procurement Service Co., Ltd. and strengthened
the procurement capability of the Company, which further reduced connected transactions. The revenue
of the above two companies amounted to RMB11.3 billion and RMB22.4 billion respectively in 2015.
3) Directors and the Board:
During the reporting period, the 8th session of the Board of the Company operated in accordance
with rules and continued to perform their duties under the Articles of Association and relevant laws and
regulations better and practically implement relevant decisions at the shareholders’ general meeting. The
number and composition of the members of the Board complied with relevant laws and regulations; the
re-election of one independent director and the election procedures are strictly in accordance with the
laws and regulations and rules and regulations of the Company; the Directors attended the board meeting
and shareholders’ general meeting with diligent and responsible attitude and protected the interests of
the Company. In accordance with the requirements in the Code of Corporate Governance for Listed
Companies, the Company has 8 external Directors, of which four are independent Directors,
representing approximately three quarters of the total number of the Directors (11 in total) of the
Qingdao Haier Co., Ltd.
2015 Annual Report
103 / 239
Company. Each of the independent Directors of the Company respectively acted as member of the
nomination committee, remuneration and appraisal committee and audit committee of the Board and
practically carried out their duties.
During the reporting period, all Directors and independent Directors performed their duties
earnestly strictly in compliance with the Articles of Association, the Rules of Procedure for the Board of
Directors, the System for Independent Directors and relevant requirements under laws and regulations
and each committees of the Board operated normatively according to its own work rules. During the
reporting period, the Board of the Company considered and approved the following matters: promoting
the exercising/unlocking of share options, acquisition of the Group’s overseas assets, acquisition of
minority interests, and periodical reports, so as to encourage the Company to further consolidate its
resources to better implement the networking and globalize development strategy. The Company made
amendments to the Rules of Procedure of Shareholders’ General Meeting of the Company, the
Implementing Rules for the Audit Committee under the Board of Directors of the Company and the
Investment Management System of the Company in accordance with the relevant requirements of the
CSRC and the SSE.
4) Supervisors and the Supervisory Committee:
During the reporting period, the 8th session of the Supervisory Committee operated in accordance
with rules and continued to practically perform their duties under the Articles of Association and
relevant laws and regulations. The number and composition of the members of the Supervisory
Committee complied with requirements under laws and regulations. During the reporting period, the
Supervisors of the Company performed their duties earnestly and adhered to the principle of being
responsible to the Company and all shareholders to supervise legality and compliance on finance matters
of the Company and performance of duty by the Company’s Directors, managers of the Company and
other senior management strictly in accordance with requirements under the Articles of Association , the
Rules of Procedure for the Supervisory Committee and relevant laws and regulations.
5) Performance evaluation and incentive and disciplinary mechanism:
In accordance with the Articles of Association, the Board shall appoint or remove the general
manager and the secretary of the Board; the Board shall appoint or remove the deputy general manager
and other senior management (including the chief financial officer) of the Company based on the
nomination by the general manager and determine their remunerations and rewards and penalties. The
human resource department of the Company shall make routine appraisal and evaluation on the
performance of Directors, supervisors and senior management and Remuneration and Appraisal
Committee shall make inspection and evaluation on their performance to determine their remunerations
at the end of the year.
During the reporting period, the Company adopted the equity completion grant for the reserved
portion of Phase IV of the Share Incentive Scheme and the first exercise/unlocking work of the interest
of the first grant portion has been completed successfully, which further perfected the incentive and
disciplinary mechanism and mechanism of the shareholders shares benefits and risks with the
Qingdao Haier Co., Ltd.
2015 Annual Report
104 / 239
management of the Company, so as to enhance the competitiveness and promote the sustainable and
sound development of the Company.
6)Stakeholders:
The Company was able to fully respect and protect the lawful rights and interests of banks, other
creditors, employees, consumers and other stakeholders. Meanwhile, the Company actively took part in
public welfare undertaking in such place where it operates, placed a lot of emphasis on environment
protection, performed its social duties earnestly and worked together with these stakeholders actively
with good communication to promote the sustainable and sound development of the Company. For
details, please refer to relevant information in 2015 Social Responsibility Report of Qingdao Haier Co.,
Ltd. published on the same date of this report.
7) Information disclosure and transparency:
During the reporting period, the Company positively disclosed the relevant information in a true,
accurate and complete manner strictly in accordance with relevant laws and regulations including the
Articles of Association, Administrative Measure for Information Disclosure and requirements in the
Information Disclosure Management System of the Company, Work Rules and Procedures Regarding
the Annual Report and the Management System for Investor Relation, proactively communicated with
regulatory authorities and investors and designated newspapers including Shanghai Securities News,
China Securities Journal, Securities Times and Securities Daily for information disclosure to ensure that
all shareholders access to such information equally. The Company authorized the secretary to the Board
to in charge of information disclosure, reception of visits by shareholders and handling of shareholder's
enquiries. Meanwhile, the Company broadened the communication channel for investors to know
relevant information of the Company through telephone conference calls after periodical reporting and
occasionally holding on-site and online forums; the Company could disclose the particulars about the
substantial shareholders and ultimate controller and changes in shareholding of the Company on a timely
basis in accordance with relevant requirements. With respect to the significant connected transactions,
the Company performed necessary approval procedures and disclosed relevant information strictly in
compliance with the Articles of Association and Fair Decision-Making System for Connected
Transactions to protect the interests of investors. During the reporting period, the Company further
perfected the confidentiality procedure for information disclosure strictly in complied with the
Registration System of Insiders, the Responsibility System for Major Errors in Information Disclosure in
Annual Reports and the Management System of External Information Users to ensure the fair and equity
of information disclosure.
8) Implementation of corporate governance campaign in 2015:
During the reporting period, the Company continued to carry out works relating to ―solution of
business competition and reduction of connected transactions‖. In 2015, trading volume of connected
transactions regarding procurement amounted to RMB27.6 billion, which accounted for 32.8% of the
similar transactions, representing a decrease of 3.8 pct. pt. as compared to the same period of the
previous year. Trading volume of connected transactions regarding sales amounted to RMB7.56 billion,
Qingdao Haier Co., Ltd.
2015 Annual Report
105 / 239
which accounted for 8.4% of the similar transactions, representing a decrease of 3.6 pct. pt. as compared
to the same period of the previous year. The optimization of the connected transactions has been
effective. The Company will continue to increase investment in independent purchase and promote the
continuous optimization of connected transactions.
Leveraging on the further implementation of governance campaign and enhancing the
establishment of fundamental systems, the Company further improved the corporate governance
structure and improved the corporate governance. The Company carried out various activities to
strengthen the consciousness of learning and further strengthened the consciousness on regulating
governance in listed companies among Directors, Supervisors and senior management of the listed
companies with organizational training to improve the ability to regulate governance and continuously
improve and perfect corporate governance of the Company, thus to protect the minority interests and to
guarantee and promote the healthy, stable and sustainable development of the Company.
II. Introduction to the Shareholders’ General Meeting
Meeting
Date
Index for details of websites designated
for publishing
resolutions
Date of
disclosure
2014
Annual
General
Meeting
10 June 2015
For
details,
please
refer
to
the
Announcement on Resolutions Passed at
the 2014 Annual General Meeting of
Qingdao Haier Co., Ltd. (L2015-021)
published by the Company on the
website of Shanghai Stock Exchange
() and the four major
securities newspapers
11 June 2015
2015
First
Extraordinary
General
Meeting
24 August 2015
For
details,
please
refer
to
the
Announcement on Resolutions Passed at
the 2015 First Extraordinary General
Meeting of Qingdao Haier Co., Ltd.
(L2015-038) published by the Company
on the website of Shanghai Stock
Exchange () and the
four major securities newspapers
25 August 2015
Explanation of Shareholders’ general meetings
(1) The 2014 Annual General Meeting of the Company (the ―2014 AGM‖) was held by way of
on-site voting and network voting by poll at Room A108, Haier University, Haier Information Park,
No.1 Haier Road, Qingdao, the PRC at the afternoon on 10 June 2015. The Company’s share capital in
aggregate amounted to 3,046,125,134 shares. There were 271 shareholders of the Company in
attendance either in person or by proxy at the 2014 AGM, holding a total of 1,961,943,063 shares,
representing 64.40% of the total number of shares of the Company with voting rights. The Directors,
Supervisors and senior management of the Company as well as the lawyers engaged by the Company
also attended the 2014 AGM. The 2014 AGM was convened by the Board of the Company. Mr. Liang
Haishan, Chairman of the Board, presided over the 2014 AGM. The Company had 11 Directors, of
whom 4 Directors attended the 2014 AGM (Director Wu Changqi, Liu Haifeng David, Zhou Hongbo,
Qingdao Haier Co., Ltd.
2015 Annual Report
106 / 239
Peng Jianfeng, Wu Cheng, Shi Tiantao, Timothy Yung Cheng Chen was unable to attend the 2014 AGM
due to personal engagement); the Company had 3 Supervisors, all of whom attended the 2014 AGM.
The secretary to the Board of the Company attended the 2014 AGM and other members of senior
management of the Company were invited to attend the 2014 AGM as non-voting participants.
(2) The 2015 First Extraordinary General Meeting of the Company (the ―2015 First EGM‖) was
held by way of on-site voting and network voting by poll at Room A108, Haier University, Haier
Information Park, No.1 Haier Road, Qingdao, the PRC at afternoon on 24 August 2015. The Company’s
share capital in aggregate amounted to 6,123,154,268 shares. Attendance of shareholders and proxies at
the 2015 First EGM is as follows: there were 77 shareholders of the Company in attendance either in
person or by proxy at the 2015 First EGM, holding a total of 3,336,244,008 shares, representing 54.48%
of the total number of shares of the Company with voting rights. The Directors, Supervisors and senior
management of the Company as well as the lawyers engaged by the Company also attended the
2015First EGM. The 2015 First EGM was convened by the Board of the Company. Mr. Liang Haishan,
Chairman of the Board, presided over the 2015 First EGM. The Company had 11 Directors, of whom 4
Directors attended the 2015 First EGM (Director Wang Xiaonan, Wu Changqi, Zhou Hongbo, Wu
Cheng, Shi Tiantao, Timothy Yung Cheng Chen, Liu Haifeng David was unable to attend the 2015 First
EGM due to personal engagement); the Company had 3 Supervisors, all of whom attended the 2015
First EGM. The secretary to the Board of the Company attended the 2015 First EGM and other members
of senior management of the Company were invited to attend the 2015 First EGM.
III. Performance of Duties by Directors
(I) Attendance of Board meetings and general meetings by Directors
Name
of
Direct
or
Wheth
er
an
Indepe
ndent
Directo
r
or not
Attendance of Board meetings
Attendance
of general
meetings
Required
attendanc
es of
Board
meetings
Attend
ance in
person
Attenda
nces
by way
of
commun
ication
Attenda
nce by
proxy
Absen
ce
Absence
from two
consecutive
meetings
in
person or
not
Attendances
at general
meetings
Liang
Haishan
No
10
10
4
0
0
No
2
Tan Li
Xia
No
10
10
4
0
0
No
2
Wang
Xiaonan
No
10
10
5
0
0
No
1
Peng
Jianfeng
No
10
9
9
1
0
No
1
Wu
Changqi
No
10
10
9
0
0
No
0
Zhou
Hongbo
No
10
10
8
0
0
No
0
Liu
No
10
9
9
1
0
No
0
Qingdao Haier Co., Ltd.
2015 Annual Report
107 / 239
Haifeng
David
LIU
Feng
Yes
4
4
3
0
0
No
1
Dai
Deming
Yes
6
6
5
0
0
No
1
WU
Cheng
Yes
10
10
9
0
0
No
0
Shi
Tiantao
Yes
10
10
9
0
0
No
0
Timothy
Yung
Cheng
Chen
Yes
10
9
9
1
0
No
0
Number of Board meetings held in the year
10
Of which: Number of on-site meetings
0
Number of meetings held by way of
communication
4
Number of meetings held both on site and by way
of communication
6
(II) Independent Directors’ objection to the relevant matters of the Company
Nil
IV. Major Opinions and Suggestions of the Special Committees of the Board in Performing their
Duties during the Reporting Period
(1) Audit Committee: during the reporting period, the Company convened 8 meetings of the
Audit Committee to consider the annual report audit-related work for three times, namely, pre-audit,
mid-audit and post audit and made relevant arrangement. The Audit Committee believed that the 2014
financial and accounting statement issued by the Company was in compliance with the requirements of
the Accounting Standards for Business Enterprises, and gave a true and fair view of the Company’s
assets and liabilities for the year ended 31 December 2014 and operating results and cash flow for the
year 2014. There was no significant unresolved disagreement between accounting and auditing. There
was no material risk affecting the Company’s operation. The Company operated prudently and would be
able to continue as a going concern. Other meetings considered the annual budget of connected
transactions, internal control self-assessment reports, profit distribution plan, appointment of accounting
firm, acquisition of assets overseas White Goods of the Group, acquisition of minority shareholder’s
interest from Mitsubishi/Carrier, and the first quarterly report, the semi-annual report and the third
quarterly report of 2015. The Audit Committee agreed the above resolutions and submitted the same to
the Board for consideration.
(2) Remuneration and Appraisal Committee:
during the reporting period, the Company
convened 3 meetings of the Remuneration and Appraisal
Committee to consider the grant of interest
of the reserved portion of the Phase IV Share Incentive, the first exercise/unlocking of the first grant
portion and the annual remuneration package of Directors, supervisors and senior management. The
Qingdao Haier Co., Ltd.
2015 Annual Report
108 / 239
Remuneration and Appraisal Committee agreed the above resolutions and submitted the same to the
Board for consideration.
(3) Nomination Committee: during the reporting period, the Company convened 2 meetings of
the Nomination Committee to summarize the annual performance of duties by Directors, supervisors and
senior management and consider resolution to re-elect independent directors. The Nomination
Committee agreed the above resolutions.
(4) Strategy Committee: during the reporting period, the Company convened 3 meetings of the
Strategy Committee to consider the plan for return of shareholders in the next three years, acquisition of
assets of overseas White Goods of the Group, trusted management assets and acquisition of minority
shareholdings from Mitsubishi/Carrier. The Strategy Committee agreed the above resolutions and
submitted the same to the Board for consideration.
V. Supervisory Committee’s Explanation on Risks about the Company
During the reporting period, the Supervisory Committee had no disagreement on any supervisory
matters.
VI. Statements of the Company on Inability to Maintain the Independence or the Ability of
Independent Operations between the Company and the Controlling Shareholders with respect to
Business, Personnel, Assets, Organization and Finance
Corresponding solutions, working progress and subsequent working plans of the Company in case of
horizontal competition
In recent years, the Company made constant efforts in optimizing connected transactions: In 2015,
the Company further reduced the number of connected transactions by acquiring overseas White Goods’
assets and setting up an independent platform for exports and sales. In 2015, the trading amount of
connected transactions regarding procurement amounted to RMB27.6 billion, which accounted for
32.8% of similar transactions, representing a year-on-year decrease of 3.8 pct. pt.; the trading amount of
connected transactions regarding sales amounted to RMB7.6 billion, which accounted for 8.4% of
similar transactions, representing a year-on-year decrease of 3.6 pct. pt. . The optimization of connected
transactions was obvious. So far, the Company continued to promote work in respect of reducing
connected transactions and solving horizontal competition according to relevant commitment set out in
the Announcement of Qingdao Haier on the further support of development of Qingdao Haier, solutions
of horizontal competition and decrease of connected transactions by controlling shareholder
(L2011-001).
Qingdao Haier Co., Ltd.
2015 Annual Report
109 / 239
VII. Establishment and Implementation of Appraisal and Incentive Mechanism for Senior
Management during the Reporting Period
In 2015, the Company adopted an overall compensation system connecting sales force with their
orders and remuneration and tied to the strategic income statement for the compensation system of the
management. This system was based on the strategic income statement and used Vertical and Horizontal
Two-dimensional Lattice Model, in which the vertical dimension reflected the strategy support and
minor self-evolvement and upgrading, while the horizontal dimension reflected the competitiveness of
market. The competitiveness of compensation was determined by such elements as ―support for
strategy‖, ―competitiveness of market target‖ and ―minor self-evolvement and upgrading‖. The senior
management receives annual appraisal, which was the key factor to performance bonus and development.
On one hand, the Company’s overall compensation system of connecting sales force with their orders
and remuneration diversified the way of salary distribution of the management, and made the
compensation mechanism for management more flexible on the other hand, which drove the innovation
of management. Meanwhile, the Company’s salary incentive system was further improved, the incentive
and restriction mechanism was strengthened and a mechanism that shares interests and risks with
shareholders and management was formulated by implementing incentive tools such as Share Option
Incentive Scheme.
Ⅷ. Whether to disclose the self-assessment report on internal control
√Applicable □Not applicable
For details, please refer to the 2015 Internal Control Assessment Report of Qingdao Haier Co., Ltd
disclosed on the same date of this report.
Explanations on Material Defects Found in Internal Control during the Reporting Period
□Applicable √Not applicable
Ⅸ. Relevant Explanations on the Audit Report of Internal Control
The Company’s auditor Shandong Hexin Accountants LLP has audited the efficiency of internal
control relating to the financial report of the Company, and has issued its standard unqualified auditor’s
report for the Company’s internal control (Hexin Shen Zi (2016) No.000366).
For further details of the Audit Report of Internal Control of Qingdao Haier Co., Ltd., please refer
to relevant announcements published on the website of the Shanghai Stock Exchange ()
on 29 April 2016.
Whether to disclose the audit report on internal control: Yes
Qingdao Haier Co., Ltd.
2015 Annual Report
110 / 239
SECTION X RELEVANT INFORMATION ON CORPORATE
BONDS
□Applicable √Not applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
111 / 239
SECTION XI FINANCIAL REPORT
I. Auditors’ Report
√Applicable □Not applicable
Auditors’ Report
Hexin Shen Zi (2016) No. 000366
To Shareholders of Qingdao Haier Co., Ltd.:
The Company have audited the accompanying financial statements of Qingdao Haier Co., Ltd.
(hereinafter referred to as ―Haier Company‖), which comprise the consolidated and parent company
balance sheets as at 31 December 2015, and the consolidated and parent company income statements for
the year of 2015, the consolidated and parent company cash flow statements, the consolidated and parent
company statements of changes in shareholders’ equity and the notes to the financial statements.
I. Management’s Responsibility for the Financial Statements
Management of Haier Company is responsible for the preparation and fair presentation of these
financial statements. This responsibility includes:
(1) preparing these financial statements in accordance with the requirements of Accounting
Standards for Business Enterprises, and presenting fairly;
(2) designing, implementing and maintaining the internal control necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
II. Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. The
Company conducted our audit in accordance with China Standards on Auditing. Those standards require
the Company to comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity’s preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
The Company believes that the audit evidence it has obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Qingdao Haier Co., Ltd.
2015 Annual Report
112 / 239
III. Opinion
In our opinion, the accompanying financial statements of Haier Company present fairly, in all
material respects, the consolidated and parent company’s financial position of Haier Company as at 31
December 2015, and consolidated and parent company’s operating results and consolidated and parent
company’s cash flows for the year of 2015 in accordance with the requirements of Accounting Standards
for Business Enterprises.
Shandong Hexin Accountants LLP
China Certified Public Accountant: Zhao Bo
Jinan, the PRC
China Certified Public Accountant: Wang Lin
28 April 2016
Qingdao Haier Co., Ltd.
2015 Annual Report
113 / 239
II. Financial Statements
Consolidated Balance Sheet
31 December 2015
Prepared by: Qingdao Haier Co., Ltd.
Unit and Currency: RMB
Items
Notes
Closing balance
Opening balance
Current Assets:
Monetary Capital
VII. 1
24,714,814,951.97
31,225,415,815.88
Clearing settlement funds
Placements with banks
Financial assets measured at fair
value and changes of which
included in current profit and loss
VII.2
22,069,897.04
103,668,887.71
Derivative financial assets
Bills receivables
VII. 3
12,673,651,612.86
16,474,120,740.17
Trade receivables
VII.4
6,141,390,930.87
6,736,377,962.77
Prepayments
VII.5
556,872,003.39
836,083,992.96
Premiums receivable
Reinsurance accounts receivables
Reinsurance contract reserves
receivable
Interests receivables
VII.6
183,731,216.46
178,522,845.11
Dividends receivables
85,826,158.26
54,524,472.84
Other receivables
VII.7
478,574,109.77
604,590,457.24
Financial assets purchased under
resale agreements
Inventories
VII.8
8,559,244,039.09
9,021,640,940.91
Assets classified as held for sale
Non-current assets due within one
year
Other current assets
VII.9
1,451,065,197.30
791,018,741.65
Total current assets
54,867,240,117.01
66,025,964,857.24
Non-current assets:
Loans and advances granted
Available-for-sale financial assets
VII.10
2,837,318,201.20
1,430,621,348.35
Held-to-maturity investments
Long-term receivables
Long-term equity investments
VII.11
4,958,908,333.93
3,582,596,477.92
Investment properties
VII.12
3,449,331.95
30,582,852.72
Fixed assets
VII.13
8,420,548,468.52
7,372,658,455.93
Construction in progress
VII.14
1,391,471,823.07
1,341,216,468.78
Construction materials
Disposals of fixed assets
VII.15
74,096,355.04
31,624,205.58
Biological assets for production
Fuel assets
Intangible assets
VII.16
1,453,470,715.09
1,008,290,734.35
Development expenses
VII.17
78,064,195.82
68,341,844.86
Goodwill
VII.18
392,484,932.55
74,530,241.86
Qingdao Haier Co., Ltd.
2015 Annual Report
114 / 239
Long-term deferred expenditures
VII.19
113,053,145.87
106,330,304.35
Deferred income tax assets
VII.20
971,483,089.80
919,731,174.63
Other non-current assets
VII.21
399,084,091.53
356,230,677.87
Total non-current assets
21,093,432,684.37
16,322,754,787.20
Total assets
75,960,672,801.38
82,348,719,644.44
Current liabilities:
Short-term borrowings
VII.22
1,873,108,241.50
2,291,941,025.91
Borrowings from central bank
Absorbing deposit and deposit in
inter-bank market
Placements from banks
Financial liabilities measured at
fair value and changes of which
included in current profit and loss
VII.23
7,707,414.12
42,686.85
Derivative financial liabilities
Bills payable
VII.24
11,596,885,346.06
14,243,037,672.77
Trade payables
VII.25
14,713,516,620.92
15,312,971,646.36
Payments received in advance
VII.26
3,170,457,870.50
4,336,427,690.63
Disposal of repurchased financial
assets
Handling charges and
commissions payable
Staff remuneration payable
VII.27
1,233,544,265.57
1,128,162,573.11
Taxes payable
VII.28
909,937,816.09
1,531,384,978.58
Interests payable
VII.29
15,081,416.34
7,921,318.87
Dividends payable
VII.30
133,382,009.73
147,312,376.11
Other payables
VII.31
6,056,795,354.04
7,083,921,880.47
Reinsurance accounts payable
Deposits for insurance contracts
Consumer deposits for trading in
securities
Amounts due to issuer for
securities underwriting
Liabilities classified as held for
sale
Non-current liabilities due within
one year
VII.32
72,898,028.33
Other current liabilities
Total current liabilities
39,783,314,383.20
46,083,123,849.66
Non-current liabilities:
Long-term borrowings
VII.33
297,241,293.20
Debentures payable
VII.34
1,107,734,516.43
1,800,700,630.05
Including: preference shares
Perpetual bonds
Long-term payable
VII.35
59,916,852.02
Long-term employee benefits
payable
VII.36
33,209,406.02
24,531,136.34
Special payable
Estimated liabilities
VII.37
1,899,543,637.19
2,251,547,010.98
Deferred income
VII.38
264,120,554.33
135,707,501.91
Deferred income tax liabilities
VII.20
113,330,102.11
130,113,355.29
Other non-current liabilities
Total non-current liabilities
3,775,096,361.30
4,342,599,634.57
Total liabilities
43,558,410,744.50
50,425,723,484.23
Qingdao Haier Co., Ltd.
2015 Annual Report
115 / 239
Owners’ equity
Share capital
VII.39
6,123,154,268.00
3,045,935,134.00
Other equity instruments
Including: preference shares
Perpetual bonds
Capital reserve
VII.40
83,383,194.51
5,978,787,439.45
Less: Treasury stock
VII.41
77,604,544.70
47,160,730.00
Other comprehensive income
VII.42
633,183,460.03
577,613,439.63
Special reserve
Surplus reserve
VII.43
2,026,085,301.23
2,024,105,532.62
General risk provisions
Undistributed profits
VII.44
13,905,774,481.88
13,029,187,314.71
Total equity attributable to
owners of the parent company
22,693,976,160.95
24,608,468,130.41
Minority interests
9,708,285,895.93
7,314,528,029.80
Total owners’ equity
32,402,262,056.88
31,922,996,160.21
Total liabilities and owners’
equities
75,960,672,801.38
82,348,719,644.44
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of accounting
department: Yin Wenjun (尹文峻)
Balance Sheet of the Parent Company
31 December 2015
Prepared by: Qingdao Haier Co., Ltd.
Unit and Currency: RMB
Items
Notes
Closing balance
Opening balance
Current Assets:
Monetary Capital
562,827,007.96
2,574,988,196.28
Financial assets measured at fair
value and changes of which
included in current profit and loss
Derivative financial assets
Notes receivables
199,998,373.14
233,249,781.27
Trade receivables
XVII.1
208,603,253.46
418,826,810.97
Prepayments
12,540,384.04
18,947,243.80
Interests receivables
19,480,111.12
Dividends receivables
230,081,082.42
1,041,461,029.41
Other receivables
XVII.2
61,344,421.55
948,024.95
Inventories
57,403,412.46
37,191,061.86
Assets classified as held for sale
Non-current assets due within
one year
Other current assets
Total current assets
1,332,797,935.03
4,345,092,259.66
Non-current assets:
Available-for-sale financial
assets
522,942,584.08
509,283,509.72
Held-to-maturity investments
Long-term receivables
Long-term equity investments
XVII.3
14,141,733,112.49
8,597,830,164.76
Qingdao Haier Co., Ltd.
2015 Annual Report
116 / 239
Investment properties
Fixed assets
127,222,054.64
136,611,658.02
Construction in progress
17,551,808.87
3,445,371.41
Construction materials
Disposals of fixed assets
Biological assets for production
Fuel assets
Intangible assets
7,679,047.68
8,351,664.99
Development expenses
Goodwill
Long-term deferred expenditures
Deferred income tax assets
9,952,751.78
7,475,901.26
Other non-current assets
Total non-current assets
14,827,081,359.54
9,262,998,270.16
Total assets
16,159,879,294.57
13,608,090,529.82
Current liabilities:
Short-term borrowings
Financial liabilities measured at
fair value and changes of which
included in current profit and loss
Derivative financial liabilities
Bills payable
Trade payables
792,433,118.67
183,884,607.65
Payments received in advance
1,599,348.89
Staff remuneration payable
35,094,333.55
27,049,426.39
Taxes payable
29,967,928.75
50,814,082.00
Interests payable
Dividends payable
Other payables
2,597,200,912.54
1,370,247,395.86
Liabilities classified as held for
sale
Non-current liabilities due within
one year
Other current liabilities
Total current liabilities
3,456,295,642.40
1,631,995,511.90
Non-current liabilities:
Long-term borrowings
Debentures payable
Including: preference shares
Perpetual bonds
Long-term payable
20,000,000.00
Long-term employee benefits
payable
Special payables
Estimated liabilities
Deferred income
17,700,000.00
Deferred income tax liabilities
3,325,062.74
4,198,218.27
Other non-current liabilities
Total non-current liabilities
41,025,062.74
4,198,218.27
Total liabilities
3,497,320,705.14
1,636,193,730.17
Owners’ equity:
Share capital
6,123,154,268.00
3,045,935,134.00
Other equity instruments
Including: preference shares
Qingdao Haier Co., Ltd.
2015 Annual Report
117 / 239
Perpetual bonds
Capital reserve
2,229,511,649.19
5,045,616,941.16
Less: Treasury stock
77,604,544.70
47,160,730.00
Other comprehensive income
18,842,022.25
7,231,809.03
Special reserve
Surplus reserve
1,332,647,187.44
1,138,128,545.32
Undistributed profits
3,036,008,007.25
2,782,145,100.14
Total owners’ equity
12,662,558,589.43
11,971,896,799.65
Total liabilities and owners’
equities
16,159,879,294.57
13,608,090,529.82
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of accounting
department: Yin Wenjun (尹文峻)
Consolidated Income Statement
January-December 2015
Unit and Currency: RMB
Items
Notes
Current amount
Prior amount
Ⅰ. Total operating revenue
89,748,320,410.91
96,929,763,894.36
Including: operating revenue
VII.45
89,748,320,410.91
96,929,763,894.36
Interest income
Insurance premiums earned
Fee and commission income
Ⅱ. Total cost of operations
84,526,081,762.99
89,934,380,570.26
Including: operating cost
VII.45
64,658,463,207.53
70,170,401,158.93
Interest expenses
Fee and commission expenses
Insurance withdrawal payment
Net payment from indemnity
Net provisions for insurance contract
Insurance policy dividend paid
Reinsurance cost
Business taxes and surcharge
VII.46
397,251,039.85
404,547,062.67
Selling expenses
VII.47
13,101,282,436.95
12,579,781,619.54
Administrative expenses
VII.48
6,549,193,839.44
6,813,114,797.83
Financial expenses
VII.49
-498,120,405.83
-256,648,580.46
Loss in assets impairment
VII.50
318,011,645.05
223,184,511.75
Add: income from change in fair value
(losses are represented by ―-‖)
VII.51
-90,223,059.50
112,363,366.12
Investment income (losses are
represented by ―-‖)
VII.52
1,320,302,216.61
1,192,580,008.87
Including: investment income of
associates and joint ventures
Exchange gain (losses are represented
by ―-‖)
Ⅲ. Operating profit (losses are represented by
―-‖)
6,452,317,805.03
8,300,326,699.09
Add: non-operating income
VII.53
618,457,263.82
378,335,366.09
Including: gain from disposal of
non-current assets
Qingdao Haier Co., Ltd.
2015 Annual Report
118 / 239
Less: non-operating expenses
VII.54
95,916,162.05
102,273,976.56
Including: Loss from disposal of
non-current assets
Ⅳ. Total profit (total losses are represented
by ―-‖)
6,974,858,906.80
8,576,388,088.62
Less: income tax expense
VII.55
1,052,769,417.97
1,527,486,745.62
Ⅴ. Net profit (net losses are represented by
―-‖)
5,922,089,488.83
7,048,901,343.00
Net profit attributable to owners of the
parent company
4,300,760,542.82
5,337,541,039.32
Profit or loss attributable to minority
shareholders
1,621,328,946.01
1,711,360,303.68
VI. Other comprehensive income, net of tax
VII.56
73,297,094.11
511,746,848.93
Other comprehensive income attributable to
owners of the parent company, net of tax
55,715,670.67
412,138,693.29
(I) Other comprehensive income that
will not be reclassified subsequently to profit
or loss
-6,265,217.22
22,971,042.62
1. Changes in net liabilities or net
assets arising from re-measurement of defined
benefit plans
-6,265,217.22
22,971,042.62
2. Share of other comprehensive
income of investees that cannot be reclassified
to profit or loss under equity method
(II) Other comprehensive income to be
reclassified subsequently to profit or loss
61,980,887.89
389,167,650.67
1. Share of other comprehensive
income of investees that will be reclassified
subsequently to profit or loss under equity
method
39,584,241.91
40,068,730.03
2. Gain or loss from change in fair
value of available-for-sale financial assets
33,989,723.80
322,632,665.08
3. Gain or loss arising from
reclassification from held-to-maturity
investments to available-for-sale financial
assets
4. Effective portion of gain or loss
arising from cash flow hedging instruments
5. Exchange differences on translation
of financial statements denominated in
foreign currencies
-11,593,077.82
26,466,255.56
6. Other
Other comprehensive income attributable to
minority shareholders, net of tax
17,581,423.44
99,608,155.64
Ⅶ. Total comprehensive income
5,995,386,582.94
7,560,648,191.93
Total comprehensive income attributable to
the shareholders of parent company
4,356,476,213.49
5,749,679,732.61
Total comprehensive income attributable to
the minority shareholders
1,638,910,369.45
1,810,968,459.32
Ⅷ . Earnings per share:
(I) Basic earnings per share (RMB/share)
XVIII.1
0.705
0.933
(II) Diluted earnings per share
(RMB/share)
XVIII.1
0.705
0.932
Qingdao Haier Co., Ltd.
2015 Annual Report
119 / 239
For the business combination under common control effected in the current period, the net profit
recognized by the merged party before the combination was RMB223,063,608.99, and the net profit
recognized by the merged party in the previous period was nil.
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of accounting
department: Yin Wenjun (尹文峻)
Income Statement of the Parent Company
January-December 2015
Unit and Currency: RMB
Items
Notes
Current amount
Prior amount
Ⅰ. Operating revenue
XVII.4
2,573,182,435.31
2,192,966,394.66
Less: Operation cost
XVII.4
1,926,771,620.58
1,624,174,850.41
Business taxes and surcharge
12,977,177.74
7,363,098.35
Selling expenses
145,447,543.14
93,645,130.26
Administrative expenses
363,775,327.41
364,227,286.05
Financial expenses
-84,722,654.35
-33,860,962.14
Loss in assets impairment
-4,996,712.21
9,261,395.48
Add: income from change in fair value
(losses are represented by ―-‖)
Investment income (losses are
represented by ―-‖)
XVII.5
1,695,629,598.98
648,275,569.64
Including: investment income of
associates and joint ventures
Ⅱ. Operating profit (losses are represented by
―-‖)
1,909,559,731.98
776,431,165.89
Add: non-operating income
66,879,624.47
47,160,881.21
Including: gain from disposal of
non-current assets
Less: non-operating expenses
3,549,905.23
862,828.21
Including: Loss from disposal of
non-current assets
Ⅲ. Total Profit (losses are represented by ―-‖)
1,972,889,451.22
822,729,218.89
Less: income tax expense
27,703,030.06
89,016,122.71
Ⅳ. Net Profit (net losses are represented by
―-‖)
1,945,186,421.16
733,713,096.18
V. Other comprehensive income, net of tax
11,610,213.22
5,212,175.21
(I) Other comprehensive income will not be
reclassified subsequently to profit or loss
1. Changes in net liabilities or net assets
arising from re-measurement of defined
benefit plans
2. Share of other comprehensive income
of investees that cannot be reclassified to
profit or loss under equity method
(II) Other comprehensive income to be
reclassified subsequently to profit or loss
11,610,213.22
5,212,175.21
1. Share of other comprehensive income
of investees that will be reclassified
Qingdao Haier Co., Ltd.
2015 Annual Report
120 / 239
subsequently to profit or loss under equity
method
2. Gain or loss from change in fair value
of available-for-sale financial assets
11,610,213.22
5,212,175.21
3. Gain or loss arising from
reclassification from held-to-maturity
investments to available-for-sale financial
assets
4. Effective portion of gain or loss
arising from cash flow hedging instruments
5. Exchange differences on translation of
financial statements denominated in foreign
currencies
6. Other
VI. Total comprehensive income
1,956,796,634.38
738,925,271.39
VII. Earnings per share:
(I) Basic earnings per share (RMB/
share)
(II) Diluted earnings per share
(RMB/share)
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of
accounting department: Yin
Wenjun (尹文峻)
Consolidated Cash Flow Statement
January-December 2015
Unit and Currency: RMB
Items
Notes
Current amount
Prior amount
Ⅰ. Cash flows from operating
activities:
Cash received from the sale of goods
and rendering of services
110,869,088,852.15
102,934,215,503.17
Net increase in consumer and
interbank deposits
Net increase in borrowing from
PBOC
Net cash increase in borrowing from
other financial institutes
Cash received from premiums under
original insurance contract
Net cash received from reinsurance
business
Net increase in deposits of policy
holders and investment
Net increase from the disposal of
financial assets measured at fair value
and changes of which included in
current profit and loss
Qingdao Haier Co., Ltd.
2015 Annual Report
121 / 239
Cash paid for interest, bank charges
and commissions
Net increase in cash borrowed
Net increase in cash received from
repurchase operation
Refunds of taxes
612,217,878.12
374,918,483.82
Cash received from other related
operating activities
VII.57
985,008,101.39
758,897,048.75
Sub-total of cash inflows from
operating activities
112,466,314,831.66
104,068,031,035.74
Cash paid on purchase of goods and
services
81,161,991,549.29
73,667,726,571.88
Net increase in loans and advances
Net increase in deposits in PBOC and
interbank
Cash paid for compensation payments
under original insurance contract
Cash paid for interest, bank charges
and commissions
Cash paid for insurance policy
dividend
Cash paid to and on behalf of
employees
7,864,497,365.88
7,522,736,415.84
Cash paid for all types of taxes
7,272,435,363.68
6,271,581,316.51
Cash paid to other operation related
activities
VII.58
10,587,789,939.88
9,836,625,433.16
Sub-total of cash outflows from
operating activities
106,886,714,218.73
97,298,669,737.39
Net cash flows from operating
activities
VII.63
5,579,600,612.93
6,769,361,298.35
Ⅱ. Cash flows from investing
activities:
Cash received from disposal of
investments
1,053,008,693.06
11,578,295.58
Cash received from return on
investments
108,134,781.31
70,236,329.50
Net cash received from the disposal
of fixed assets, intangible assets and
other long term assets
11,208,475.16
98,915,961.08
Net cash received from disposal of
subsidiaries and other operating
entities
498,099,921.65
404,649,672.19
Cash received from other
investment related activities
VII.59
10,972,523.38
43,084,247.15
Sub-total of cash inflows from
investing activities
1,681,424,394.56
628,464,505.50
Cash paid on purchase of fixed
assets, intangible assets and other long
term assets
2,491,741,022.92
2,269,936,328.78
Cash paid for investments
3,709,219,060.70
1,864,948,812.60
Net increase in secured loans
Net cash paid on acquisition of
subsidiaries and other operating entities
5,672,266,259.21
Cash paid on other investment
related activities
VII.60
81,601,742.20
132,857,621.10
Qingdao Haier Co., Ltd.
2015 Annual Report
122 / 239
Sub-total of cash outflows from
investing activities
11,954,828,085.03
4,267,742,762.48
Net cash flows from investing
activities
-10,273,403,690.47
-3,639,278,256.98
Ⅲ. Cash flows from financing
activities:
Cash received from investment
342,479,145.89
7,110,116,929.58
Including: cash received by
subsidiaries from minority shareholders’
investment
Cash received from borrowings
6,603,489,224.90
6,697,670,732.73
Cash received from issuing bonds
Cash received from other financing
related activities
VII.61
17,063,242.50
Sub-total of cash inflows from
financing activities
6,963,031,613.29
13,807,787,662.31
Cash paid on repayment of
borrowings
6,939,990,302.96
5,074,669,053.08
Cash paid on distribution of
dividends, profits, or interest expenses
1,764,209,204.58
1,490,783,422.99
Including: dividend, profit paid to
minority shareholders by subsidiaries
Cash paid on other financing
activities
VII.62
154,442,801.98
88,598,125.53
Sub-total of cash outflows from
financing activities
8,858,642,309.52
6,654,050,601.60
Net cash flows from financing
activities
-1,895,610,696.23
7,153,737,060.71
Ⅳ. Effect of fluctuations in exchange
rates on cash and cash equivalents
151,920,567.09
-137,950,662.95
Ⅴ. Net increase in cash and cash
equivalents
-6,437,493,206.68
10,145,869,439.13
Add: balance of cash and cash
equivalents at the beginning of the
period
VII.64
31,120,319,710.77
20,974,450,271.64
Ⅵ. Balance of cash and cash
equivalents at the end of the period
VII.64
24,682,826,504.09
31,120,319,710.77
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of
accounting department: Yin
Wenjun (尹文峻)
Cash Flow Statement of the Parent Company
January-December 2015
Unit and Currency: RMB
Items
Notes
Current amount
Prior amount
Ⅰ. Cash flows from operating
activities:
Cash received from the sale of
goods and rendering of services
2,217,575,422.31
1,531,868,775.27
Qingdao Haier Co., Ltd.
2015 Annual Report
123 / 239
Refunds of taxes
42,146,929.16
9,618,928.65
Cash received from other related
operating activities
74,003,814.39
60,881,420.48
Sub-total of cash inflows from
operating activities
2,333,726,165.86
1,602,369,124.40
Cash paid on purchase of goods
and services
909,137,414.20
749,469,031.82
Cash paid to and on behalf of
employees
272,442,543.99
240,702,656.68
Cash paid for all types of taxes
161,291,640.06
68,998,341.67
Cash paid to other operation
related activities
215,727,364.29
163,752,431.09
Sub-total of cash outflows from
operating activities
1,558,598,962.54
1,222,922,461.26
Net cash flows from
operating activities
775,127,203.32
379,446,663.14
Ⅱ. Cash flows from investing
activities:
Cash received from disposal of
investments
315,000,000.00
730,101,800.00
Cash received from return on
investments
1,996,893,804.09
133,380,745.79
Net cash received from the
disposal of fixed assets, intangible
assets and other long term assets
Net cash received from disposal
of subsidiaries and other operating
entities
Cash received from other
investment related activities
2,889,970,671.77
Sub-total of cash inflows from
investing activities
5,201,864,475.86
863,482,545.79
Cash paid on purchase of fixed
assets, intangible assets and other long
term assets
30,576,458.90
15,690,271.41
Cash paid for investments
6,685,765,290.81
1,656,892,514.09
Net cash paid on acquisition of
subsidiaries and other operating
entities
Cash paid on other investment
related activities
Sub-total of cash outflows from
investing activities
6,716,341,749.71
1,672,582,785.50
Net cash flows from
investing activities
-1,514,477,273.85
-809,100,239.71
Ⅲ. Cash flows from financing
activities:
Cash received from investment
251,306,680.00
3,426,507,421.81
Cash received from borrowings
Cash received from other
financing related activities
Sub-total of cash inflows from
financing activities
251,306,680.00
3,426,507,421.81
Cash paid on repayment of
borrowings
Qingdao Haier Co., Ltd.
2015 Annual Report
124 / 239
Cash paid on distribution of
dividends, profits, or interest expenses
1,483,786,310.61
1,251,584,532.40
Cash paid on other financing
activities
47,397,554.88
-
Sub-total of cash outflows from
financing activities
1,531,183,865.49
1,251,584,532.40
Net cash flows from
financing activities
-1,279,877,185.49
2,174,922,889.41
Ⅳ. Effect of fluctuations in exchange
rates on cash and cash equivalents
7,066,067.70
-1,690,872.78
Ⅴ. Net increase in cash and cash
equivalents
-2,012,161,188.32
1,743,578,440.06
Add: balance of cash and cash
equivalents at the beginning of the
period
2,574,988,196.28
831,409,756.22
Ⅵ. Balance of cash and cash
equivalents at the end of the period
562,827,007.96
2,574,988,196.28
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of
accounting department: Yin
Wenjun (尹文峻)
Qingdao Haier Co., Ltd.
2015 Annual Report
125 / 239
Consolidated Statement of Changes in Equity
January-December 2015
Unit and Currency: RMB
Items
Current period
Equity attributable to owners of the parent company
Minority
interests
Total
owners’
equity
Share
capital
Other equity
instruments
Capital
reserve
Less:
Treasury
stock
Other
compreh
ensive
income
Special
reserve
Surplus
reserve
General
risk
provisio
ns
Undistri
buted
profits
Preferen
ce
share
Perpetua
l
bonds
Others
Ⅰ. Closing
balance for the
previous year
3,045,935
,134.00
3,582,932,
123.87
47,160,73
0.00
378,701,5
21.23
2,024,105,
532.62
12,855,51
1,059.42
7,279,942,332
.91
29,119,966,97
4.05
Add: changes in
accounting
policies
Correction
of previous errors
The
consolidation of
enterprises under
common control
2,493,270,
671.16
101,496,5
62.82
173,676,2
55.29
34,585,696.89
2,803,029,186
.16
Others
-97,415,35
5.58
97,415,35
5.58
Ⅱ. Opening
balance for the
current year
3,045,935
,134.00
5,978,787,
439.45
47,160,73
0.00
577,613,4
39.63
2,024,105,
532.62
13,029,18
7,314.71
7,314,528,029
.80
31,922,996,16
0.21
Ⅲ.
Increase/decrease
and change of
amount for the
current period
(decrease is
represented by
―-‖)
3,077,219
,134.00
-5,895,404
,244.94
30,443,81
4.70
55,570,02
0.40
1,979,768.
61
876,587,1
67.17
2,393,757,866
.13
479,265,896.6
7
(I) Total
comprehensive
55,715,67
0.67
4,300,760,
542.82
1,638,910,369
.45
5,995,386,582
.94
Qingdao Haier Co., Ltd.
2015 Annual Report
126 / 239
income
(II) Capital injection and
reduction by owners
31,094,00
0.00
-2,849,424
,761.21
30,443,81
4.70
-192,538,8
73.51
-1,732,84
9,861.60
979,763,087.9
9
-3,794,400,22
3.03
1. Ordinary shares invested
by shareholders
31,094,00
0.00
220,212,6
80.00
-16,952,89
2.00
995,974,570.7
3
1,264,234,142
.73
2. Capital injected by
holders of other equity
instruments
-
-
-
3. Amount of shares
payment credited to owner’s
equity
2,490,000.
00
2,490,000.00
4.Others
-3,072,127
,441.21
47,396,70
6.70
-192,538,8
73.51
-1,732,84
9,861.60
-16,211,482.7
4
-5,061,124,36
5.76
(III) Profit distribution
194,518,6
42.12
-1,691,32
3,514.05
-224,915,591.
31
-1,721,720,46
3.24
1. Appropriation to surplus
reserves
194,518,6
42.12
-194,518,
642.12
2.Provisions for general
risks
3.Distribution to owners (or
shareholders)
-1,496,80
4,871.93
-224,915,591.
31
-1,721,720,46
3.24
4.Others
(IV) Internal transfer of
owner’s equity
3,046,125
,134.00
-3,046,125
,134.00
1. Transfer of capital
reserves into capital (or
share capital)
3,046,125
,134.00
-3,046,125
,134.00
2. Transfer of surplus
reserves into capital (or
share capital)
3. Surplus reserves used for
remedying loss
4.Others
(V) Special reserve
1. Appropriated for the
current period
2. Utilized for the current
period
(VI) Others
145,650.2
7
-145,650.2
7
Ⅳ. Closing
6,123,154
83,383,19
77,604,54
633,183,4
2,026,085,
13,905,77
9,708,285,895
32,402,262,05
Qingdao Haier Co., Ltd.
2015 Annual Report
127 / 239
balance for the current
period
,268.00
4.51
4.70
60.03
301.23
4,481.88
.93
6.88
Items
Previous period
Equity attributable to owners of the parent company
Minority
interests
Total owners’
equity
Share
capital
Other equity
instruments
Capital
reserve
Less:
Treasury
stock
Other
comprehen
sive
income
Special
reserve
Surplus
reserve
General
risk
provisions
Undistribu
ted
profits
Preferenc
e
share
Perpetual
bonds
Others
Ⅰ. Closing balance for the
previous year
2,720,835,
940.00
614,930,3
04.56
18,753,51
5.32
1,952,899,
233.79
9,186,744,
529.78
5,536,698,221
.13
20,030,861,74
4.58
Add: changes in accounting
policies
Correction of previous errors
The consolidation of
enterprises under common control
2,000,514.
75
49,305,87
5.44
-172,307,4
23.16
23,966,739.86
-97,034,293.1
1
Others
Ⅱ.Opening balance for the
current year
2,720,835,
940.00
616,930,8
19.31
68,059,39
0.76
1,952,899,
233.79
9,014,437,
106.62
5,560,664,960
.99
19,933,827,45
1.47
Ⅲ.Increase/decrease and change
of amount for the current period
(decrease is represented by ―-‖)
325,099,1
94.00
5,361,856,
620.14
47,160,73
0.00
509,554,0
48.87
71,206,29
8.83
4,014,750,
208.09
1,753,863,068
.81
11,989,168,70
8.74
(I) Total comprehensive income
412,138,6
93.29
5,337,541,
039.32
1,810,968,459
.32
7,560,648,191
.93
(II) Capital injection and
reduction by owners
325,099,1
94.00
5,459,271,
975.72
47,160,73
0.00
102,058,106.0
2
5,839,268,545
.74
1. Ordinary shares invested by
shareholders
325,099,1
94.00
6,140,866,
417.15
47,160,73
0.00
1,240,812,022
.25
7,659,616,903
.40
2. Capital injected by holders of
other equity instruments
3. Amount of shares payment
credited to owner’s equity
85,420,00
0.00
85,420,000.00
4.Others
-767,014,4
41.43
-1,138,753,91
6.23
-1,905,768,35
7.66
(III) Profit distribution
71,206,29
8.83
-1,322,790
,831.23
-159,163,496.
53
-1,410,748,02
8.93
1. Appropriation to surplus
reserves
71,206,29
8.83
-71,206,29
8.83
2.Provisions for general risks
3.Distribution to owners (or
shareholders)
-1,251,584
,532.40
-159,163,496.
53
-1,410,748,02
8.93
Qingdao Haier Co., Ltd.
2015 Annual Report
128 / 239
4.Others
(IV) Internal transfer of owner’s
equity
1. Transfer of capital reserves into
capital (or share capital)
2. Transfer of surplus reserves
into capital (or share capital)
3. Surplus reserves used for
remedying loss
4.Others
(V) Special reserve
1. Appropriated for the current
period
2. Utilized for the current period
(VI) Others
-97,415,35
5.58
97,415,35
5.58
Ⅳ. Closing balance for the
current period
3,045,935,
134.00
5,978,787,
439.45
47,160,73
0.00
577,613,4
39.63
2,024,105,
532.62
13,029,18
7,314.71
7,314,528,029
.80
31,922,996,16
0.21
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of accounting department: Yi Wenjun (尹文峻)
Statement of Changes in Equity of the Parent Company
January-December 2015
Unit and Currency: RMB
Items
Current period
Share capital
Other equity instruments
Capital
reserve
Less:
Treasury
stock
Other
comprehensi
ve income
Special
reserve
Surplus
reserve
Undistribute
d
profits
Total
owners’
equity
Preference
share
Perpetual
bon
ds
Others
Ⅰ. Closing balance for the previous
year
3,045,935,13
4.00
5,045,611,87
0.14
47,160,730.0
0
7,231,809.03
1,131,458,37
1.35
2,722,113,53
4.38
11,905,189,9
88.90
Add: changes in accounting policies
5,071.02
6,670,173.97
60,031,565.7
6
66,706,810.7
5
Correction of previous errors
Others
Ⅱ. Opening balance for the current
year
3,045,935,13
4.00
5,045,616,94
1.16
47,160,730.0
0
7,231,809.03
1,138,128,54
5.32
2,782,145,10
0.14
11,971,896,7
99.65
Ⅲ. Increase/decrease and change of
amount for the current period
(decrease is represented by ―-‖)
3,077,219,13
4.00
-2,816,105,2
91.97
30,443,814.7
0
11,610,213.2
2
194,518,642.
12
253,862,907.
11
690,661,789.
78
(I) Total
11,610,213.2
1,945,186,42
1,956,796,63
Qingdao Haier Co., Ltd.
2015 Annual Report
129 / 239
Comprehensive income
-
2
1.16
4.38
(II) Capital injection and reduction
by owners
31,094,000.0
0
230,019,842.
03
30,443,814.7
0
230,670,027.
33
1. Ordinary shares invested by
shareholders
31,094,000.0
0
220,212,680.
00
-16,952,892.0
0
268,259,572.
00
2. Capital injected by holders of
other equity instruments
3. Amount of shares payment
credited to owner’s equity
2,490,000.00
2,490,000.00
4.Others
7,317,162.03
47,396,706.7
0
-40,079,544.
67
(III) Profit distribution
194,518,642.
12
-1,691,323,5
14.05
-1,496,804,8
71.93
1. Appropriation to surplus reserves
194,518,642.
12
-194,518,64
2.12
-
2 . Distribution to owners (or
shareholders)
-1,496,804,8
71.93
-1,496,804,8
71.93
3.Others
(IV) Internal transfer of owner’s
equity
3,046,125,13
4.00
-3,046,125,1
34.00
1. Transfer of capital reserves into
capital (or share capital)
3,046,125,13
4.00
-3,046,125,1
34.00
2. Transfer of surplus reserves into
capital (or share capital)
3.
Surplus
reserves
used
for
remedying loss
4.Others
(V) Special reserve
1. Appropriated for the current
period
2. Utilized for the current period
(VI) Others
Ⅳ. Closing balance for the current
period
6,123,154,26
8.00
2,229,511,64
9.19
77,604,544.7
0
18,842,022.2
5
1,332,647,18
7.44
3,036,008,00
7.25
12,662,558,5
89.43
Items
Previous period
Share capital
Other equity instruments
Capital
reserve
Less:
Treasury
stock
Other
comprehensi
ve income
Special
reserve
Surplus
reserve
Undistribute
d
profits
Total
owners’
equity
Preference
share
Perpetual
bonds
Others
Ⅰ . Closing balance
for the
previous year
2,720,835,94
0.00
2,573,058,95
3.46
2,019,633.82
1,054,853,52
4.14
3,284,254,44
1.82
9,635,022,49
3.24
Add: changes in accounting policies
531,483.14
8,577,931.14
90,459,184.5
8
99,568,598.8
6
Correction of previous errors
Qingdao Haier Co., Ltd.
2015 Annual Report
130 / 239
Others
Ⅱ.Opening balance for the current
year
2,720,835,94
0.00
2,573,590,43
6.60
2,019,633.82
1,063,431,45
5.28
3,374,713,62
6.40
9,734,591,09
2.10
Ⅲ.Increase/decrease and change of
amount for the current period
(decrease is represented by ―-‖)
325,099,194.
00
2,472,026,50
4.56
47,160,730.0
0
5,212,175.21
74,697,090.0
4
-592,568,52
6.26
2,237,305,70
7.55
(I) Total comprehensive income
-
5,212,175.21
733,713,096.
18
738,925,271.
39
(II) Capital injection and reduction
by owners
325,099,194.
00
2,472,026,50
4.56
47,160,730.0
0
2,749,964,96
8.56
1. Ordinary shares invested by
shareholders
325,099,194.
00
3,101,389,35
9.89
47,160,730.0
0
3,379,327,82
3.89
2. Capital injected by holders of
other equity instruments
3. Amount of shares payment
credited to owner’s equity
85,420,000.0
0
85,420,000.0
0
4.Others
-714,782,855
.33
-714,782,855
.33
(III) Profit distribution
74,697,090.0
4
-1,326,281,6
22.44
-1,251,584,5
32.40
1. Appropriation to surplus reserves
74,697,090.0
4
-74,697,090.
04
-
2 . Distribution to owners (or
shareholders)
-1,251,584,5
32.40
-1,251,584,5
32.40
3.Others
(IV) Internal transfer of owner’s
equity
1. Transfer of capital reserves into
capital (or share capital)
2. Transfer of surplus reserves into
capital (or share capital)
3.
Surplus
reserves
used
for
remedying loss
4.Others
(V) Special reserve
1. Appropriated for the current
period
2. Utilized for the current period
(VI) Others
Ⅳ. Closing balance for the current
period
3,045,935,13
4.00
5,045,616,94
1.16
47,160,730.0
0
7,231,809.03
1,138,128,54
5.32
2,782,145,10
0.14
11,971,896,7
99.65
Legal representative: Liang Haishan Chief accountant: Gong Wei Person in charge of accounting department: Yin Wenjun (尹文峻)
Qingdao Haier Co., Ltd.
2015 Annual Report
131 / 239
III. General Information of the Company
1. Overview of the Company
The predecessor of Qingdao Haier Co., Ltd. (herein after referred to as the ―Company‖) was
Qingdao Refrigerator Factory, which was established in 1984. As permitted to offering by People's
Bank of China, Qingdao Branch on 16 December 1989, approved by Qing Ti Gai [1989] No.3 on
24 March 1989, based on the reconstruction of the original Qingdao Refrigerator Factory, a limited
company was set up by directional fund raised of RMB150 million. In March and September 1993,
as approved by the document of Qing Gu Ling Zi [1993] No. 2 and No. 9 issued by the pilot
leading team of Qingdao joint stock company, the Company was converted from a directional
offering company to a public subscription company, and issued additional 50.00 million shares to
the public and listed and traded on SSE in November 1993.
The Company’s registered office is located at the Haier Industrial Park of Laoshan District,
Qingdao, Shandong Province, and the head office is located at the Haier Industrial Park of Laoshan
District, Qingdao, Shandong Province.
The Company is mainly engaged in manufacturing and trading as well as R&D of refrigerator,
air-conditioner, freezer, washing machine, water heater, dishwashers, gas stove and relevant
products and commercial circulation business.
The Company’s ultimate holding company is Haier Group Corporation.
These financial statements have been approved for publication by the Board of the Company on 28
April 2016.
2. Scope of consolidated financial statements
For details of principal subsidiaries included in the consolidation scope during the year, please refer
to note VII.
IV. Basis of Preparation of the Financial Statements
1.
Basis of Preparation
The financial statements of the Company were prepared on the going concern basis according to the
transactions and matters actually occurred, in accordance with the Accounting Standards for
Enterprises – Basic Standards published by the Ministry of Finance, specific accounting standards, and
guidance on application of accounting standards for enterprises, interpretations to accounting standards
Qingdao Haier Co., Ltd.
2015 Annual Report
132 / 239
for enterprises and other relevant requirements (hereinafter collectively referred to as the ―Accounting
Standards for Enterprises‖) which issued subsequently, and in combination with the disclosure
provisions of the Rules for the Information Disclosure and Compilation of Companies Publicly Issuing
Securities No.15: General Provisions for Financial Report (Revised in 2014) of CSRC as well as the
following significant accounting policies and accounting estimation.
2.
Going concern
The Company has ability to continue as a going concern for at least 12 months since the end of the
reporting period and there is no significant events affecting its ability to continue as a going concern.
V.
SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
According to the characteristics of its production and operation, the Company formulated a series
of specific accounting policies and accounting estimates, including the provisions for impairment for
accounts receivable (Note III.11); the measurement of inventories (Note III.12); the depreciation and
amortization of the investment properties (Note III.14); the depreciation of fixed assets (Note III.15), the
amortization of intangible assets (Note III.18), the criterion for determining of long-term assets
impairment (Note III.19); and the date of revenue recognition (Note III.24), etc..
1.
Statement of compliance with enterprise accounting standards
The financial statements prepared by the Company meet the requirements of the enterprise
accounting standards; exactly and completely reflected relevant information of the financial condition as
of 31 December 2015, operation result and cash flow of the Company in 2015.
2.
Accounting period
The accounting year of the Company is from 1 January each year to 31 December of the same year
in western calendar.
3.
Operating cycle
The Company takes 12 months as an operation cycle, which is also the classification basis for the
liquidity of its assets and liabilities.
4.
Functional currency
Renminbi is the functional currency of the Company.
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2015 Annual Report
133 / 239
5.
Accounting treatments of enterprise combinations involving entities under common control
and entities not under common control
An enterprise combination is a transaction or event that brings together two or more separate
entities into one reporting entity. Enterprise combinations are classified into enterprise combinations
under common control and enterprise combinations not under common control.
(1) Enterprise combinations under common control
An enterprise combination under common control is an enterprise combination in which all of the
combining entities are ultimately controlled by the same party or parties both before and after the
combination, and that control is not transitory. For enterprise combination under common control, the
party that obtains the control of the other parties on the combination date is the acquiring party, and
other parties involving in the enterprise combination are the parties being acquired. The combination
date is the date on which the acquiring party effectively obtains the control of the party being acquired.
In case the consideration for long-term equity investments formed in enterprise combination under
common control is paid by ways of cash, transfer of non-cash assets or assumption of debts, the
Company will regard the share of carrying amounts of the net assets in the final controller’s consolidated
financial statements obtained as the initial investment cost of long-term equity investments as at the date
of combination. For carrying value of net assets of the acquiree is negative as at the date of combination,
investment cost of long-term equity investment is calculated as zero. In case the acquiree is controlled
by the ultimate controller by the enterprise combination under non-common control before combination,
the initial investment cost of the long-term equity investment of the acquirer includes relevant goodwill.
The Company should adjust the capital reserve (capital premium or share premium) in accordance with
the differences between initial investment cost of the long-term equity investment and the cash paid, the
non-cash assets transferred and the carrying value of liability assumed; in case the balance of the capital
reserve (capital premium or share premium) is insufficient for the elimination, then any excess shall be
adjusted against retained earnings. In case the consideration for the combination is paid by issuance of
equity instruments, the aggregate nominal value of shares issued will be deemed as the share capital. The
difference between the initial investment cost of long-term equity investments and aggregate nominal
value of shares issued shall be adjusted to capital reserve (capital premium or share premium), in case
Qingdao Haier Co., Ltd.
2015 Annual Report
134 / 239
the capital reserve (capital premium or share premium) is insufficient for the elimination, then any
excess shall be adjusted against retained earnings.
Intermediary fees (such as audit, legal services and valuation consultancy) and other relevant
management fees incurred in the enterprises combination by the acquirer are credited in profit or loss in
the period when they occurred. Trading expenses in direct relation to the issuance of equity instrument
as the consideration for the combination is written down to the capital reserve (capital premium or share
premium), where the capital reserve (capital premium or share premium) is insufficient, retained
earnings should be adjusted. Trading expenses in direct relation to the issuance of debt instrument as the
consideration for the combination is included in the initial recognition amount of the debt instrument.
For enterprise combination under common control finally realized through several transactions, in
case of a package transaction, all the transactions are accounted as one transaction that has acquired the
control; in case of no package transaction, the capital reserve (assets premium or share premium) is
adjusted by the difference between the initial investment cost and the carrying value of the original
long-term equity investment and the book value of the new payment consideration for further acquisition
of shares with the share of acquirer's owner's equity on the date of combination in case calculated on the
proportion of shareholding on the date of combination as its initial investment cost; where the capital
reserve (assets premium or share premium) is insufficient, the retained earnings are adjusted.
In the consolidated financial statements, the equity investment held by the combining party before
the date of acquiring control of the combined parties, and the profit and loss, the other comprehensive
income and changes in the other owners’ equity recognized during the period between the later of the
date of acquisition and the date when the combining and the combined parties are under the common
control of the same party and the date of combination, are written down to the retained earnings or
current profit or loss at the end of the comparative reporting period, respectively.
(2) Enterprise combinations involving entities not under common control
An enterprise combination not under common control is an enterprise combination in which all of
the combining entities are not ultimately controlled by the same party or parties both before and after the
combination. For enterprise combination not under common control, the party that obtains the control of
the other parties at the combination date is the acquirer; other parties involving in the enterprise
Qingdao Haier Co., Ltd.
2015 Annual Report
135 / 239
combination are the acquirees. The combination date is the date on which the acquirer effectively
obtains control of the acquirees.
In enterprise combination involving entities not under common control, the cost of combination
shall be the sum of the assets paid, obligations incurred or assumed and the fair value of the equity
securities issued by the acquirer for obtaining control of the acquiree at the date of acquisition.
Intermediary fees (such as audit, legal services and valuation consultancy) and other relevant
management fees incurred by the acquirer for the purpose of enterprise combination are credited in
profit or loss in the period when they occurred. Transaction fees for the equity instruments or debt
instruments issued by the acquirer as combination consideration is included in the initial recognition
amount of such equity instruments or debt instruments. Contingent consideration involved shall be
recorded as the combination cost based on its fair value on the acquisition date. Should any new or
further evidence arises within 12 months after the acquisition date and makes it necessary to adjust the
contingent consideration on the acquisition date, the goodwill arising from the enterprise combination
shall be amended accordingly.
The cost of combination and identifiable net assets obtained by the acquirer in an enterprise
combination are measured at fair value on the acquisition date. Where the cost of the combination
exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is
recognized as goodwill; where the cost of combination is lower than the acquirer’s interest in the fair
value of the acquiree’s identifiable net assets, the difference is initially recognized in profit or loss for
the current year after a review of computation for the identifiable assets, liabilities or fair value of the
liabilities and combination cost, and where the combination cost is still lower than the fair value of the
identifiable net assets of the acquiree obtained during the course of combination, then the difference is
recorded in the current profit and loss.
In enterprise combination involving entities not under common control that is realized in phases through
multiple exchange transactions, in the parent's financial statements, the sum of the book value of the equity
investment of the acquiree held before the date of acquisition and the cost of new investment on the date of
acquisition are recognized as the initial investment cost of such investment.
In consolidated financial statement, the equity of the acquiree held before the date of acquisition is
re-measured at the fair value on the date of acquisition, and the difference between the fair value and
book value is included in current investment income; where the equity of the acquiree held before the
Qingdao Haier Co., Ltd.
2015 Annual Report
136 / 239
date of acquisition involves the other comprehensive income, such equity and relevant other
comprehensive income are transferred to current investment income on the date of acquisition, other
than the other comprehensive income that cannot be reclassified into the current profit or loss.
The fair value on the acquisition date of equity interest in the acquiree prior to the acquisition date
and the fair value of the considerations paid for the acquisition of the new equity on the acquisition date
are regarded as the combination costs of the Company, comparing with aquirer's share of the fair value
on the acquisition date of the acquiree's net identifiable assets on the proportion of the shareholding on
the acquisition date to confirm the goodwill that required to be recognized on the acquisition date or the
amount that shall be included in the current consolidated profit or loss.
6.
Preparation method of consolidated financial statements
(1) Scope of consolidated financial statements
The Company incorporated all of its subsidiaries (including the separate entities controlled by the
Company) into the scope of consolidation financial statements, including the enterprises under the
Company’s control, divisible part in the investees and structured entities.
(2) To unify the accounting policies, date of balance sheets and accounting periods of the parent
company and subsidiaries
When preparing consolidated financial statements, adjustments are made if subsidiaries’ accounting
policies or accounting periods are different from that of the Company, in accordance with the
Company’s accounting policies and accounting periods.
(3) Offset matters in the consolidated financial statements
The consolidated financial statements shall be prepared on the basis of the balance sheets of the
parent company and subsidiaries, which offset the internal transactions incurred between the parent
company and subsidiaries and among subsidiaries. The owner’s equity of the subsidiaries not
attributable to the parent company shall be presented as ―minority equity‖ under the owners’ equity item
in the consolidated balance sheet.
(4)Accounting treatment of subsidiaries acquired from combination
For subsidiaries acquired from enterprise combination under common control, the assets, liabilities,
operating results and cash flows of the subsidiaries are included in the consolidated financial statements
from the beginning of the period in which the combination took place, as if the combination has taken
since the ultimate controller began its control. When preparing the consolidated financial statements, for
the subsidiaries acquired from enterprise combination under non-common control, separate financial
Qingdao Haier Co., Ltd.
2015 Annual Report
137 / 239
statement will be adjusted on the basis of their fair values of the identifiable net assets on the date of
acquisition.
7.
Classification of joint arrangement and joint operations
A joint arrangement refers to an arrangement jointly controlled by two or more parties. In accordance
with the Company’s rights and obligations under a joint arrangement, the Company classifies joint
arrangements into: joint operations and joint ventures.
Joint operations refer to a joint arrangement during which the Company is entitled to relevant assets and
obligations of this arrangement. The Company recognizes the following items in relation to its interest in a
joint operation, and accounts the same in accordance with relevant accounting standards for business
enterprises:
① recognize the assets held solely by the Company, and recognize assets held jointly by the
Company in appropriation to the share of the Company; ② recognize the obligations assumed solely by
the Company, and recognize obligations assumed jointly by the Company in appropriation to the share
of the Company; ③ recognize revenue from disposal of joint operations of the Company; ④
recognize revenue from disposal of joint operations in appropriation to the share of the Company;⑤
recognize fees solely occurred by the Company and recognize fees from joint operations in appropriation
to the share of the Company.
When the Company, as a joint venture, invests or sells assets to or purchase assets (the assets do not
constitute a business, the same below) from joint operations, the Company shall only recognize the part
of profit or lost from this transaction attributable to other parties of joint operations before these assets
are sold to a third party. In case of an impairment loss incurred on these assets which meets the
requirements as set out in ―Accounting Standards for Business Enterprises No. 8 – Asset Impairment‖,
the Company shall full recognize the amount of this loss in relation to its investment in or sale of
assets to joint operations, or recognize the loss according to the Company’s share of commitment in
relation to the its purchase of assets from joint operations.
Joint ventures refer to a joint arrangement during which the Company only is entitled to net assets
of this arrangement. Investment in joint venture is accounted for using the equity method according to
the accounting policies referred to under ―13 Long-term equity investment‖ of this Note III.
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8.
Recognition standard for cash and cash equivalents
Cash recognized in the cash flow statements represents the cash on hand and deposits available for
payment of the Company at any time.
Cash equivalents recognized in the cash flow statements refer to short-term, highly liquid
investments held by the Company that are readily convertible to known amounts of cash and which are
subject to an insignificant risk on change in value.
9.
Foreign currency businesses and translation of foreign currency statements
(1) Foreign currency transactions
If foreign currency transactions occur, they are translated into the amount of functional currency by
applying the spot exchange rate at the transaction date.
Monetary items denominated in foreign currencies are translated into functional currencies at the rates of
exchange ruling at the balance sheet date. All foreign exchange difference are credited into the current
profit or loss, except ① those arising from the funds denominated in foreign currency specially
borrowed for the establishment of the qualifying assets are treated based on the principal of
capitalization of borrowing costs; ② those arising from the other changes in the balance other than
amortized cost of available-for-sale monetary items denominated in foreign currency are recognized in
the other comprehensive income.
Non-monetary items in foreign currency measured at historical cost are translated using the spot
exchange rate prevailing on the date when transaction occurred and its functional currency shall remain
unchanged. Non-monetary items denominated in foreign currencies that are measured at fair value are
translated using the foreign exchange rate at the date the fair value is determined; the exchange
differences between the translated and original amounts of functional currencies are recognized in the
statement of profit or loss or other comprehensive income as changes in fair value (including changes in
exchange rate).
(2) Translation of foreign currency information
If the functional currencies used as the bookkeeping base currency by the subsidiaries, joint ventures and
associates under the control of the Company are different from that of the Company, their financial
statements denominated in foreign currencies shall be translated to perform accounting and prepare the
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consolidated financial statements.
The assets and liabilities of the balance sheet are translated using the spot exchange rate at the balance
sheet date; all items except for ―undistributed profits‖ of the owner’s equity are translated at the spot
exchange rate on the transaction date. The revenue and expenses in the income statement are translated
using the approximate rate of the spot exchange rate on the transaction date. Differences arising from the
translation of foreign currency financial statements are presented as the ―other comprehensive income‖
in the owner’s equity of the balance sheet.
Foreign currency cash flows are translated using the approximate rate of the spot exchange rate on the
transaction date. The impact of exchange rate changes on cash amount is reflected separately in the cash
flow.
When disposing overseas operations, the translation difference related to the overseas operation shall be
transferred together or as the percentage of disposing the overseas operation to profit or loss for the
current period of disposal.
10. Financial instruments
(1) Classification, recognition and measurement of financial instruments
A financial asset or a financial liability is recognized when the Company becomes a contractual party of
a financial instrument. Financial assets and financial liabilities are measured at fair value upon initial
recognition. Related transaction costs are recorded directly in current profit or loss for financial assets
and financial liabilities at fair value through profit or loss, or included in the amount recognized initially
for other financial assets and financial liabilities.
Determination of the fair value of financial assets and financial liabilities: Fair value refers to the price
receivable from the exchange of an asset or payable for the settlement of a liability in a fair transaction
between knowledgeable and willing counterparties. The fair value of financial instruments where there
is an active market is determined based on the quoted price in such market, which refers to the price
regularly available from exchanges, brokers, trade associations and pricing service agencies that
represents the price adopted in an arm’s length transaction actually occurred in the market. For financial
instruments where there is no active market, the fair value is determined using valuation techniques.
Such techniques include reference to prices used in recent market transactions between knowledgeable
and willing counterparties, reference to the current fair value of another instrument which is
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substantially the same, discounted cash flow analysis and option pricing models or other valuation
models.
The effective interest method is a method of calculating the amortized cost of a financial asset and of
allocating interest income or expense over each period based on the effective interest of a financial asset
or a financial liability (including a group of financial assets or financial liabilities). The effective interest
rate is the rate that discounts future cash flows from the financial asset or financial liability over its
expected life or (where appropriate) a shorter period to the carrying amount of the financial asset or
financial liability. In calculating the effective interest rate, the Company will estimate the future cash
flows (excluding future credit losses) by taking into account all contract terms relating to the financial
assets or financial liabilities whilst considering various fees, transaction costs and discounts or premiums
which are part of the effective interest rate paid or received between the parties to the financial assets or
financial liabilities contracts.
Financial assets are classified into financial assets at fair value through profit or loss, held-to-maturity
investments, loans and receivables, and available-for-sale financial assets upon initial recognition.
Classification of financial asset other than loans and receivables is based on the purpose and capability
of financial asset held by the Company and its subsidiaries. The financial liabilities are, on initial
recognition, classified into financial liabilities at fair value through profit or loss and other financial
liabilities.
Financial assets at fair value through profit or loss include financial assets held for trading and financial
assets designated as at fair value through profit or loss. All financial assets at fair value through profit or
loss of the Company are financial assets held for trading. Financial assets may be classified as financial
assets held for trading if one of the following conditions is met: (1) The financial asset is acquired
principally for the purpose of sale or repurchase in the near term; (2) The financial asset is part of a
portfolio of identified financial instruments that are managed together and for which there is objective
evidence of a recent pattern of short-term profit-taking; (3) The financial asset is a derivative,
excluding the derivatives designated as effective hedging instruments, the derivatives classified as
financial guarantee contract, and the derivatives linked to an equity instrument investment, which has no
quoted price in an active market nor a reliably measured fair value, and required to be settled through
delivery of that equity instrument. A financial asset may be designated as at fair value through profit or
loss upon initial recognition only when one of the following conditions is satisfied: (1) Such designation
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eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise
result from measuring assets or recognizing the gains or losses on them on different bases; (2) The
financial asset forms part of a group of financial assets or a group of financial assets and financial
liabilities, which is managed and its performance is evaluated on a fair value basis, in accordance with
the Company’s documented risk management or investment strategy, and information about the
grouping is reported to key management personnel on that basis; (3) Pursuant to Accounting Standards
for Enterprises No. 22 – Recognition and Measurement of Financial Instruments, the financial asset is
designated as combination instrument of financial assets measured at fair value through current profit or
loss and related to embedded derivatives. A financial asset at fair value through profit or loss, except for
those falling under cash flow hedging, is subsequently measured at fair value. Any gains or losses
arising from changes in the fair value are recognized in profit or loss of changes in the fair value.
Interests or cash dividends received during the period in which such assets are held, are recognized as
investment income; on disposal, the differences between the consideration received and initial
recognized amount are recognized as investment income and the gain or loss from changes in fair value
shall be adjusted accordingly.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in active market. Financial assets, including bills receivable, accounts receivable, other
receivables and long-term receivables are classified as loans and receivables by the Company. Loans and
receivables are subsequently measured at amortized cost using the effective interest method. Gain or loss
on derecognition, impairment or amortization is recognized through profit or loss for the current period.
Available-for-sale
financial
assets
include
non-derivative
financial
assets
designated
as
available-for-sale at initial recognition, and the financial assets other than financial assets at fair value
through profit or loss, loans and receivables, and held-to-maturity investments. Available-for-sale
financial assets are subsequently measured at fair value, the gains or losses arising from changes in fair
value, except for impairment losses and exchange difference related to monetary financial assets and
amortized cost which are recognized in profit or loss, are recognized in other comprehensive income and
reclassified to profit or loss when the financial assets are derecognized. Interests calculated in the
effective interest method during the holdings of available-for-sale financial assets and cash dividends
declared by investees are recognized in investment incomes. On disposal, the differences between the
consideration received and the carrying amount of assets after deducting the accumulated fair value
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adjustments previously recorded in capital reserves are recorded as investment income. However, an
equity instrument investment which has no quoted price in an active market nor a reliably measured fair
value, and a derivative financial asset (or derivative financial liability) linked to such equity instrument
and required to be settled through delivery of that equity instrument are measured at cost.
Derivative financial instruments include forward foreign exchange contracts and interest rate swap
contracts, etc. Derivative financial instruments are initially recognized at fair value at the execution date
of relevant contracts, and subsequently measured at fair value. Expect for the derivative financial
instruments designated as hedging instruments with a highly effective hedging, of which the profit or
loss arising from the changes in fair value will be included in the corresponding profit or loss depending
on the nature of hedging relations and the accounting requirements of hedging tools, the changes in the
fair value of all other derivative financial instruments will be included in the current profit or loss.
Equity instruments refer to the contracts proving the ownership of the remaining equities in the assets of
the Company upon the deduction of all the liabilities. The consideration received from the issue of the
equity instruments increases the shareholders’ equity upon the deduction of the transaction costs. The
allocations made by the Company to the holders of equity instruments (excluding stock dividends)
decrease shareholders’ equity. The Company does not recognize the change in the fair value of equity
instruments.
(2) Recognition and measurement of transfers of financial asset
Financial asset that satisfied any of the following criteria shall be derecognized: (1) the contract right to
recover the cash flows of the financial asset has terminated; (2) the financial asset, along with
substantially all the risk and return arising from the ownership of the financial asset, has been transferred
to the transferee; and (3) the financial asset has been transferred to the transferee, and the Company has
given up the control on such financial asset, though it does not assign or maintain substantially all the
risk and return arising from the ownership of the financial asset.
When the Company does not either assign or maintain substantially all the risk and rewards of
ownership of the financial asset and does not give up the control on such financial asset, to the extent of
its continuous involvement in the financial asset, the Company recognizes it as a related financial asset
and recognizes the relevant liability accordingly. The extent of the continuous involvement is the extent
to which the Company exposes to changes in the value of such financial assets.
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On derecognition of a financial asset, the difference between the following amounts is recognized in
profit or loss for the current period: the carrying amount and the sum of the consideration received and
any accumulated gain or loss that had been recognized directly in equity. If a part of the financial assets
qualifies for derecognition, the carrying amount of the financial asset is allocated between the part that
continues to be recognized and the part that qualifies for derecognition, based on the fair values of the
respective parts. The difference between the following amounts is recognized in profit or loss for the
period: the carrying amount of the part that qualifies for derecognition and the sum of the consideration
received and any accumulated gain or loss that had been recognized directly in equity.
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if
there is currently an enforceable legal right to offset the recognized financial assets and financial
liabilities and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities
simultaneously. Otherwise, financial assets and financial liabilities are presented separately in the
balance sheet without being offset.
(3) Classification, recognition and measurement of financial liabilities
The Company classifies financial liabilities and equity instruments according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Financial liabilities are classified as financial liabilities at fair value through profit or loss and other
financial liabilities at initial recognition.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated as at fair value through profit or loss.
Financial liabilities may be classified as financial liabilities held for trading if one of the following
conditions is met: (1) The financial liability is acquired principally for the purpose of sale or repurchase
in the near term; (2) The financial liability is part of a portfolio of identified financial instruments that
are managed together and for which there is objective evidence of a recent pattern of short-term
profit-taking; or (3) The financial liability is a derivative, excluding the derivatives designated as
effective hedging instruments, the derivatives classified as financial guarantee contract, and the
derivatives linked to an equity instrument investment, which has no quoted price in an active market nor
a reliably measured fair value, and required to be settled through delivery of that equity instrument.
A financial liability may be designated as at fair value through profit or loss upon initial recognition only
when one of the following conditions is satisfied: (1) Such designation eliminates or significantly
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reduces a measurement or recognition inconsistency that would otherwise result from measuring
liabilities or recognizing the gains or losses on them on different bases; (2) The financial liability forms
part of a group of financial liabilities or a group of financial liabilities and financial liabilities, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Company’s
documented risk management or investment strategy, and information about the grouping is reported to
key management personnel on that basis; or (3) Pursuant to Accounting Standards for Enterprises No. 22
– Recognition and Measurement of Financial Instruments, the financial liability is designated as
combination instrument of financial liabilities measured at fair value through current profit or loss and
related to embedded derivatives.
Financial liabilities at fair value through profit or loss are subsequently measured at fair value. The gain
or loss arising from changes in fair value and dividend and interest incomes arising from such financial
liabilities are recognized in profit or loss for the current period.
Derecognition of financial liabilities: A financial liability shall be derecognized or partly derecognized
when the current obligation is discharged or partly discharged. When the Company (debtor) and the
creditor have signed a contract which uses a new financial liability to replace the existing financial
liability, and the contract terms of the new financial liability are substantially different with the existing
financial liability, the existing financial liability shall be derecognized, and the new financial liability
shall be recognized at the same time. If a financial liability is fully or partially derecognized, the
difference between the book value of derecognized portion and the consideration paid (including
non-cash assets transferred out or new financial liability assumed) is recognized in profit or loss.
(4) Impairment of financial assets
The carrying values of all financial assets except financial assets at fair value through profit or loss
should be tested for impairment. If impairment is demonstrated by objective evidences, the provision of
impairment should be prepared according to the impairment test.
Objective evidences for recognition of impairment of financial asset include the following observable
matters:
① The issuer or debtor is experiencing significant financial difficulties;
② The debtor breaches the contractual terms, including default or delinquency in interest or principal
payments;
③ The Company, based on economic or legal or other factors, waive the debts;
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④ It is highly probable that the debtor will enter bankruptcy or other financial reorganization;
⑤ The issuer is experiencing significant financial difficulties that the corresponding financial
instruments could not be traded in an active market;
⑥ When it is unable to determine whether cash flows of a specific instrument in a group of financial
assets decrease, but the cash flows since initial recognition of that group of financial assets would be
measurable and decrease, or the ability to repay by the debtors in that group of financial asset deteriorate,
or the unemployment rate of the country or region in which the debtors situate increases, or the price of
the underlying collateral decreases significantly in its region, or the industry of the debtors is
diminishing;
⑦ There are significant adverse changes in the technology, market, economy or legal environments in
issuance place of the equity instrument so that the investor could not recover its investment costs;
⑧ There is significant or other than temporary decrease in fair value of equity instrument;
⑨ Other objective evidences show that the financial asset is impaired.
The Company shall carry out independent impairment test for financial assets of significant single
amounts. With regard to the financial assets with insignificant single amounts, an independent
impairment test shall be included in a combination of financial assets with similar credit risk
characteristics so as to carry out an impairment test. In the event, upon independent test, the financial
asset (including those financial assets with significant single amounts and those with insignificant
amounts) has not been impaired, it shall be included in a combination of financial assets with similar
characteristics so as to conduct another impairment test. Financial assets that have conducted
independent test as impairment loss shall not be included in a combination of financial assets with
similar risk characteristics so as to conduct another impairment test.
When held-to-maturity investments, loans and accounts receivables have been impaired, the book value
of the financial assets shall be written down to the current value of estimated future cash flow discounted
at the original effective interest rate, and the write-down amount is recorded as impairment loss and
written into profit or loss of the current period. When a financial asset based on amortized cost is
impaired, if there are objective evidences showing the value of this financial asset is recovered and it is
objectively related to the matters happened after the impairment loss recognition, the impairment loss
recognized shall be reversed. However, the reversal shall not result in a carrying amount of the financial
asset that exceeds the amortized cost that would have been if the impairment had not been recognized at
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the date when the impairment is reversed.
If an available-for-sale financial asset is impaired, the cumulative loss arising from decline in fair value
that had been recognized directly in other comprehensive income is reclassified to profit or loss. The
cumulative loss reclassified is the difference between its acquisition cost (net of any principal repayment
and amortization) and its current fair value, less any impairment loss previously recognized in profit or
loss. If there are objective evidences that the value of that financial asset is recovered and it can be
objectively related to an event occurred after the impairment loss recognition, the impairment loss
recognized shall be reversed, impairment losses recognized for equity instruments classified as
available-for-sale are reversed through other comprehensive income, while impairment losses
recognized for debt instruments classified as available-for-sale are reversed through current profit or
loss.
If there’s objective evidence that an investment in equity instrument which has no quoted price in an
active market nor a reliably measured fair value or a derivative financial asset which is linked to that
equity instrument and required to be settled through delivery of that equity instrument is impaired, the
carrying amount shall be written down to the present value discounted at the market rate of return on
future cash flows of the similar financial assets, and the write-down amount shall be recognized as
impairment loss in profit or loss. Such impairment loss once recognized shall no longer be reversed.
For investments in equity instruments, the specific quantitative criteria for the Company to determine
―serious‖ or ―not temporary‖ decrease in their fair value are set out below:
Specific quantitative criterion on ―serious‖ decrease
in their fair value
Decrease in closing fair value relative to the
cost has reached or exceeded 50%.
Specific quantitative criterion on ―not temporary‖
decrease in their fair value
Fall for 12 consecutive months.
11. Receivables
Receivables of the Company include trade receivables and other receivables. Recognition and
provision of bad debts of receivables:
(1) Individually significant receivables for which separate bad-debt provision is made
Individually significant receivables represent the receivables accounting for above 5% of the closing
balance. The Company conducted a separate impairment test for receivables that are individually
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significant on the balance sheet date and made provision for its bad debts based on the difference
between the present value of its estimated future cash flows and its carrying amount.
(2) Individually insignificant receivables for which separate bad-debt provision is made
Individual impairment test is made where there is concrete evidence indicates that there is obvious
difference in recoverability, and bad debts provision is made based on the difference between the present
value of its estimated future cash flows and its carrying amount.
(3) Trade receivables for which collective bad debt provision is made
Receivables that are individually tested not impairment, is classified by similar credit risks into
several portfolio and then recognize the impairment loss and make bad debts provision on the 5% of the
balance of the receivables on the balance sheet date.
12. Inventories
(1) Classification of inventories:
Inventories refer to the finished goods or commodities held for sale in daily activities, goods in
progress in the production process, consumed materials and supplies in the production process or
providing services of the Company, which mainly include raw materials, revolving materials, entrusted
processed materials, wrappage, low-cost consumables, goods in progress, self-made semi-finished goods,
finished goods (merchandise inventory) and engineering construction etc.
(2) Cost of inventories transferred out
Inventories from the Company are calculated by weighted average method.
(3)Provision for inventory impairment
At balance sheet date, inventories are stated at the lower of cost or net realizable value.
The net realizable value of inventories (including finished products, merchandize and materials for sale)
that can be sold directly is determined using the estimated saleable price of such inventory deducted by the
cost of sales and relevant taxation. The net realizable value of materials in inventory that are held for
production is determined using the estimated saleable price of the finished product deducted by the cost to
completion, estimated cost of sales and relevant taxation. The net realizable value of inventory held for
performance of sales contract or labor service contract is determined based on the contractual price; in case
the amount of inventory held by the enterprise exceeds the contractual amount, the net realizable value of the
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excess portion of inventory is calculated using the normal saleable price.
Provision for impairment of inventories is made for individual inventory. For items of inventories that is
produced and marketed in the same geographical area and with the same or similar end uses or purposes,
which cannot be practicable evaluated separately from other items, cost and net realizable value of inventories
may be determined on an aggregate basis. For large quantity and low value items of inventories, cost and net
realizable value of inventories may be determined on types of inventories.
Provision for impairment of inventories is made and recognized as current profit or loss when the
cost is higher than the net realizable value on the balance sheet date. If the factors that give rise to the
provision in prior years are not in effect in current year, provision would be reversed within the impaired
cost, and recognized in the current profit or loss.
(4) Inventory system
The Company adopts perpetual inventory system.
(5) Amortization of low-value consumables and packaging
Low-value consumables and packages of the Company are amortized by one-time write-off.
13. Long-term equity investments
Long-term equity investments in this section refer to equity investments held by the Company that
give it control, joint control or significant influence over the investee. Long-term equity investments
where the Company does not exercise control, joint control or significant influence over the investee are
accounted for as available-for-sale financial assets.
(1) Recognition of initial cost of investment
①For long-term equity investment obtained from business consolidation under common control, the
initial cost is measured at the combining party’s share of the carrying amount of the equity of the
combined party; for a long-term equity investment obtained from business consolidation under
non-common control, the initial cost is the consolidation cost at the date of acquisition;
② For the long-term equity investment acquired in a manner other than enterprise combination: the
initial investment cost of the long-term equity investment acquired by payment in cash shall be the total
purchase price; the initial investment cost of the long-term equity investment acquired by issuing equity
securities shall be the fair value of the equity securities issued;For long-term equity investment acquired
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by debt restructuring, the initial investment cost shall be recognized in accordance with the requirements
under Accounting Standards for Enterprises No. 12 - Debt Restructuring. For long-term equity
investment acquired by the exchange of non-monetary assets, the initial investment cost shall be
recognized in accordance with relevant requirements under the Rules.
(2) Subsequent measurement and profit or loss recognition
①Cost method
Where the investor has a control over the investee, long-term equity investments are measured using cost
method. For long-term equity investments using cost method, unless increasing or reducing the investment,
the carrying value is unchanged. The Company’s share of the profit distributions or cash dividends declared
by the investee are recognized as investment income.
②Equity method
Investor's long-term equity investments in associates and joint ventures are measured using equity
method. Where part of the equity investments of an investor in its associates are held indirectly through
venture investment institutions, common fund, trust companies or other similar entities including investment
linked insurance funds, such part of equity investments indirectly held by the investor shall be measured at
fair value through profit or loss according to relevant requirements of Accounting Standards for Business
Enterprises No.22—Recognition and measurement of Financial Instruments regardless whether the above
entities have significant influence on such part of equity investments, while the remaining part shall be
measured using equity method.
Under the equity method, where the initial investment cost of a long-term equity investment exceeds the
Company’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, no
adjustment is made to the initial investment cost. Where the initial investment cost is less than the Company’s
share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is
recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted
accordingly.
For long-term equity investments accounted for using the equity method, the Company recognizes the
investment income and other comprehensive incomes according to its share of net profit or loss of the
investee, and the carrying amount of the long-term equity investments shall be adjusted accordingly; the
carrying amount of the investment is reduced by the Company’s share of the profit distribution or cash
dividends declared by an investee; for changes in owner’s equity of the investee other than those arising from
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its net profit or loss, other comprehensive income and profit distribution, the carrying amount of the long-term
equity investment shall be adjusted and recognized to capital reserve. When recognizing attributable share of
the net profits and losses of the investee, the net profits of the investee shall be recognized after adjustment
on the ground of the fair value of all identifiable assets of the investee when it obtains the investment. If the
accounting policies and accounting periods adopted by the investee are different from those adopted by the
Company, an adjustment shall be made to the financial statements of the investee in accordance with the
accounting policies and accounting periods of the Company and recognize the investment incomes and other
comprehensive incomes.
The Company’s share of net losses of the investee shall be recognized to the extent that the carrying
amount of the long-term equity investment together with any long-term interests that in substance form part of
the investor’s net investment in the investee are reduced to zero. If the Company has to assume additional
obligations, the estimated obligation assumed shall be provided for and charged to the profit or loss as
investment loss for the period. Where the investee is making profits in subsequent periods, the Company shall
resume recognizing its share of profits after setting off against the share of unrecognized losses.
(3) Change of the accounting methods for long-term equity investments
①Change of measurement at fair value to accounting under equity method: where the equity investment
held have no control, joint control or significant impact on the investee and that are accounted according to
the financial instrument recognition and measurement criteria can carry out common control or place
significant impact due to addition of investment which resulted in the increase of shareholding, the investee
shall plus the fair value of the equity investment originally held determined in accordance with the Standards
for Recognition and Measurement of Financial Instruments and the fair value of the consideration payable for
new investment as the initial investment cost accounted under equity method when change the equity method.
②Change of measurement at fair value or accounting under equity method to cost method: the equity
investment of the investee held by the investor with no control, joint control or significant impact and
accounted according to the financial instrument recognition and measurement criteria, or the long-term equity
investment in associates or joint venture originally held that can control the investee due to addition of
investment, shall be accounted in accordance with the long-term equity investment formed by combination of
enterprises.
③Change of accounting under equity method to measurement at fair value: the long-term equity
investment originally held with common control or significant impact on the investee that cannot conduct
common control or significant impact on the investee due to the decrease of shareholding as a result of factors
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such as partial disposal, shall be accounted in accordance with Standards for Recognition and Measurement of
Financial Instruments, and the difference between the fair value on the date when the common control or
significant impact is lost and the book value is included in current profit or loss.
④Change of cost method to equity method: where control on the investee change to significant impact
or common control with other investors due to factors such as disposal of investment, the long-term equity
investment cost that ceased to be recognized shall first be carried forward on the proportion of the investment
disposed. Then comparing the cost of the remaining long-term equity investment with the attributable fair
value of the identifiable net assets of the investee at the original investment calculated on proportion of the
remaining shareholding, where the former larger than the later, it belongs to the goodwill as showed in
deciding the investment price and will not adjust the carrying amount of the long-term equity investment;
where the former less than the later, the retained earnings will be adjusted along with the adjustment of the
long-term equity investment.
(4) Basis of conclusion for common control and significant influence over the investee
①Joint control over an investee refers to activities which have a significant influence on return of an
arrangement could be decided only by mutual consent of the investing parties sharing the control, which
includes the sales and purchase of goods or services, management of financial assets, acquisition and disposal
of assets, research and development activities and financing activities, etc.
② Significant influence on the investee refers to significant influence over the investee exists when
holding more than 20% but less than 50% of the shares with voting rights or even if the holding is below 20%,
there is still significant influence if any of the following conditions satisfied:
① there is representative in the board of directors or similar governing body of the investee;
② participating in investee’s policy setting process;
③ assign management to investee;
④ the investee relies on the technology or technical information of the investee;
⑤ major transactions with the investee.
(5) Impairment test and provision of impairment
At the balance sheet date, the Company reviews whether there is impairment indicator for the long-term
equity investments. When there is impairment indicator, the recoverable amount is determined through
impairment test and impairment is provided based on the difference between the recoverable amount and the
carrying value. Impairment loss is not reversed once provided.
The recoverable amount is the higher of net fair value of long-term equity investments on disposal and
the present value of estimated future cash flows.
(6) Disposal of long-term equity investments
For disposal of long-term equity investment, the difference between the considerations received and the
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carrying amount of the disposed investment is recognized in profit or loss. For long-term equity investment
accounted for using the equity method, the part recognized in other comprehensive income is accounted on
pro rata basis upon disposal in the same way as the relevant assets or liabilities are disposed of directly by the
investee.
14. Investment properties
(1). If measured by cost:
Investment properties of the Company include leased land use rights and leased buildings.
An investment property is initially measured at cost, and cost method is adopted for subsequent
measurement. Investment properties are depreciated or amortized in accordance with the accounting
policies for the fixed assets or intangible assets of the Company. When the investment properties are for
self-use, relevant investment properties will be converted into fixed assets or intangible assets on the
date of conversion.
15. Fixed assets
(1). Recognition criteria
Fixed assets are tangible assets that are held for production of goods, provision of services, leasing
or administrative purposes, and have useful life more than one fiscal year, which are recognized when
the following conditions are met:
①economic benefits in relation to the fixed assets are very likely to flow into the enterprise;
②the cost of the fixed assets can be measured reliably.
(2). Depreciation method
The fixed assets of the Company can be divided into: buildings and constructions, production
equipment, transportation equipment and office equipment, etc. The straight-line method is used to
measure depreciation. The useful lives and the expected net residual value of fixed assets are determined
according to the nature and usage of various fixed assets. At the end of each year, the useful lives and
depreciation method of fixed assets are reviewed, and adjusted if there is variance with original policies;
The Company have made provisions for all of the fixed assets except for the fixed assets with full
provision and used continuously.
Category
Depreciation lives
(years)
Estimated rate of
residual value (%)
Annual depreciation
rate (%)
Houses and buildings
20-40 years
5%
2.38-4.75%
Machinery equipment
10-20 years
5%
4.75-9.50%
Vehicles
5-10 years
5%
9.50%-19.00%
Office equipment and
others
3-8 years
5%
11.88%-31.67%
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(3). Test method and provision for impairment of fixed assets
At the balance sheet date, the Company reviews whether there is impairment indicator for the fixed
assets. When there is an impairment indicator, the recoverable amount is estimated and impairment is
provided based on the difference between the carrying value and the recoverable amount once the
impairment of an asset is recognized, it will not be reversed in the subsequent accounting period.
16. Construction in progress
(1) Construction in progress is measured at actual cost. Actual cost comprises construction costs,
installation costs, borrowing cost that are eligible for capitalization and other necessary cost incurred to
bring the fixed assets ready for their intended use.
(2) Standard and date of transfer from construction in progress to fixed assets
The construction in progress of the Company is transferred to fixed assets when the project is completed
and ready for its intended use, which shall satisfy one of the following conditions:
① The construction of the fixed assets (including installation) has been completed or substantially
completed;
② The fixed asset has been used for trial operation and it is evidenced that the asset can operate
ordinarily or produce steadily qualified products; or the result of trial operation proves that it can operate
normally;
③ Further expenditure incurred for construction is very minimal or remote;
④ The constructed fixed asset reaches or almost reaches the design or the requirements of contract, or
complies with the design or the requirements of contract.
(3) Impairment test and provision of impairment of construction in progress
At the balance sheet date, the Company reviews the construction in progress to check whether there is
any sign of impairment and an impairment test is needed to recognize the recoverable amount when there are
signs that construction in progress may impair. The impairment loss should be the lower of the carrying value
and recoverable amount and impairment loss cannot be reversed in the following accounting period if it has
been accounted.
The recoverable amount should base on the higher value between fair value less disposal expense and
present value of estimated cash flow in the future.
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17. Borrowing costs
(1) Recognition principles for borrowing cost capitalization:
Borrowing costs include interests incurred by the Company in connection with the borrowings,
amortization of discount or premium plus auxiliary expenses, and foreign exchange translation
differences from foreign currency borrowings. Borrowing cost incurred by the Company arising from
special borrowings or general borrowing for fixed assets, properties for development and investment or
inventories that require more than one year (including one year) to purchase or construct, shall be
capitalized and credited into relevant assets cost; other borrowing costs are expensed and charged to
current profit or loss when incurred.
(2) Computation of capitalized amount of borrowing costs
Capitalization period refers to the period from the commencement to the cessation of capitalization of
borrowing costs, excluding the periods in which capitalization of borrowing costs is suspended.
Capitalization interruption period: Capitalization of borrowing costs is suspended during periods in
which the acquisition or construction of a qualifying asset is interrupted abnormally and the interruption lasts
for more than 3 months.
Computation of capitalized amount of borrowing costs: ① Specific borrowings will be recorded based
on the actual interest expense incurred in the period of special borrowings less the interest income from
unutilized borrowings placed at banks or investment gain from temporary investment; ② For normal
borrowings used, the interest amount that should be capitalized on normal borrowings is calculated based on
the weighted average of expenses of the aggregate asset exceeding the expenses of the portion of special
borrowings multiplied by the capitalization ratio of the normal borrowings utilized. Capitalization ratio is
calculated based on weighted average interest rate of normal borrowings; ③ For borrowings with discount
or premium, the discount or premium was amortized over the term of the borrowings to adjust the interest in
every period using the effective interest rates.
18. Intangible assets
Intangible assets are the identifiable non-monetary assets which have no physical shape and are
possessed or controlled by the Company.
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(1). Measurement method, useful life and impairment test
(1) Measurement of intangible assets
Intangible assets are initially recognized at costs. The actual costs of purchased intangible assets include
the consideration and relevant expenses paid. For intangible asset contributed by investors, the price
contained in the investment agreement or mutually agreed is the actual cost of the intangible asset. If the price
contained in the investment agreement or mutually agreed is not a fair value, the fair value of the intangible
asset is regarded as the actual cost. The cost of a self-developed intangible asset is the total expenditure
incurred in brings the asset to its intended use.
Subsequent measurement of intangible assets of the Company: ① Intangible assets with finite useful
lives are amortized on a straight-line basis over the useful lives of the intangible assets; at the end of each year,
the useful lives and amortization policy are reviewed, and adjusted if there is any variance with original
policies; ② Intangible assets with indefinite useful lives are not amortized and the useful lives are reviewed
at each year end date. If there is objective evidence that the useful life of an intangible asset is finite, the
intangible asset is amortized using the straight line method according to the estimated useful life.
(2) Criterion of determining infinite useful life
The useful life of an intangible asset is indefinite if the period of the future economic benefits generated
by the intangible asset could not be reasonably determined, or the useful life could not be reasonably
ascertained.
Criterion of determining intangible assets with infinite useful lives: ① For intangible assets derived
from contractual rights or other legal rights and there are no explicit years of use stipulated in the contract or
laws and regulations; ② Useful life still could not be estimated after considering the industrial practice or
relevant expert opinion.
At the end of each year, the useful lives of the intangible assets with indefinite useful lives are reviewed.
The assessment is performed by the departments that use the intangible assets, using the down-to-top
approach, to determine if there are changes to the indefinite useful lives.
(3) Methods for impairment test and provision for impairment of intangible assets
At the balance sheet date, the Company reviews the intangible assets to check whether there is a sign of
impairment and an impairment test is needed to recognize the recoverable amount when there are signs that
intangible assets may impair. The impairment loss should be the lower of the carrying value and recoverable
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amount and provision for impairment loss cannot be reversed in the following accounting periods if it has
been accounted for.
The recoverable amount should be based on the higher value between fair value less disposal expense
and present value of estimated cash flow in the future.
(2). Basis for research and development phases for internal research and development project
and basis for capitalization of expenditure incurred in development stage
As for an internal research and development project, expenditure incurred in the research phase is
recognized in profit or loss in the period as incurred. Expenses incurred in the development stage are
recognized as intangible assets if all of the following conditions are met: ① the technical feasibility of
completing the intangible asset so that it will be available for use or for sale; ② the intention to complete the
intangible asset for use or for sale; ③ how the intangible asset will generate economic benefits including
there is evidence that the products produced using the intangible asset has a market or the intangible asset
itself has a market; if the intangible asset is for internal use, there is evidence that there exists usage for the
intangible asset; ④ the availability of adequate technical, financial and other resources to complete the
development and the ability to use or sell the intangible asset; ⑤ the expenditures attributable to the
development of the intangible asset could be reliably measured.
Basis for distinguishing research phase and development phase of an internal research and development
project: research stage is the activities carried out for the planned investigation and search of new technology
and knowledge, which has the characteristics of planning and exploration; before commercial production or
other uses, the application of new technologies and new knowledge obtained from the research phase in a plan
or design to produce new or improved materials, equipment and products is regarded as development phase,
which has the characteristics of very probable pinpointing and forming results.
19. Impairment of long-term assets
Long-term equity investment, investment properties measured based on cost model, fixed assets,
construction in progress, intangible assets and other long-term assets are tested for impairment if there is
any indication that an asset may be impaired at the balance date. If the result of the impairment test
indicates that the recoverable amount of the asset is less than its carrying amount, a provision for
impairment and an impairment loss are recognized for the amount by which the asset’s carrying amount
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exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
to sell and the present value of the future cash flows expected to be derived from the asset. Provision for
asset impairment is determined and recognized on the individual asset basis. If it is not possible to
estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to
which the asset belongs is determined. A group of assets is the smallest group of assets that is able to
generate independent cash inflows.
Goodwill is tested for impairment at least at each year end.
In terms of impairment test of the goodwill, the carrying amount of the goodwill, arising from enterprise
combination, shall be allocated to the related asset groups in accordance with a reasonable basis on
acquisition date, or to the related asset group portfolios if it is difficult to be allocated to the related asset
groups. When the carrying amount of the goodwill is allocated to the related assets or asset groups, it
shall be allocated in the proportion of the fair value of each asset group or asset group portfolio against
the total fair value of related assets or asset groups. If it is difficult to measure the fair value reliably, it
shall be allocated in the proportion of the carrying amount of each asset group or asset group portfolio
against the total carrying amount of related assets or asset groups.
When there is an indication that the asset and asset group are prone to impair, the Company shall firstly
test for impairment for asset and asset group excluding goodwill and calculate the recoverable amount
and recognize the impairment loss accordingly by comparing with its carrying amount. The Company
shall then test for impairment for asset or the asset group including goodwill and compare the asset or
asset group’s recoverable amount with its carrying amount (including the carrying amount of allocated
goodwill). Provision for impairment of assets shall be recognized when the recoverable amount of the
asset or the asset group is lower than its carrying amount.
Once the impairment loss of such assets is recognized, it is not be reversed in any subsequent accounting
period.
20. Long-term prepayments
Long-term prepayments are expenditures which have incurred but shall be amortized over the
current period and subsequent periods of more than one year (excluding one year). They are amortized
evenly over the benefit period. If the long-term prepayments are no longer beneficial to the subsequent
accounting periods, the unamortized balance is then fully transferred to profit or loss for the period.
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21. Estimated liabilities
(1) Criterion for determining of estimated liability
If an obligation in relation to contingencies such as external guarantees, discounting of commercial
acceptance bills, pending litigation or arbitration and product quality assurance is the present obligation of the
Company and the performance of such obligation is likely to lead to the outflow of economic benefits and its
amount can be reliably measured, such obligation shall be recognized as estimated liability.
(2) Measurement of estimated liability
The best estimate of the expenditure from current obligation is initially recorded as accrued liability.
When the necessary expenditures falls within a range and the probability of each result in the range are
identical, the best estimate is the median of the range; if there are severable items involved, every possible
result and relevant probability are taken into account for the best estimation.
At the balance sheet date, the carrying value of provision is reviewed. If there is objective evidence that
the carrying value could not reflect the current best estimate, the carrying value is adjusted to the best
estimated value.
22. Share-based payments
For equity-settled share-based payment transaction in return for services from employees, it
shall be measured at the fair value of equity instruments granted to the employees. For the payment
of such fair value that may only be exercised if services are fulfilled in the current period or the
specified performance is achieved, the fair value shall, based on the best estimate of the number of
exercisable instruments, be recognized in relevant costs or expenses in straight-line method with the
increase in the capital reserve accordingly.
The cash-settled share-based payment shall be measured at the fair value of liability assumed
by the Company, which is calculated and determined based on the shares or other equity
instruments. For the cash-settled share-based payment that may be exercised immediately after the
grant, the fair value of the liability assumed by the Company shall, on the date of the grant, be
recognized in relevant costs or expenses and the liabilities shall be increased accordingly. For
cash-settled share-based payment during vesting period, on each balance sheet date within the
vesting period, the services acquired in the current period shall, based on the best estimate of the
number of exercisable instruments, be recognized in relevant costs or expenses and the
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corresponding liabilities at the fair value of the liability assumed by the Company, and the liabilities
shall be adjusted correspondingly.
At each reporting date and the settlement date prior to the settlement of liabilities, the fair value
of the liability is re-measured through profit or loss.
When there is changes in the Company's share-based payment plans, if the modification
increases the fair value of the equity instruments granted, corresponding recognition of service
increase in accordance with the increase in the fair value of the equity instruments; if the
modification increases the number of equity instruments granted, the increase in fair value of the
equity instruments is recognized as a corresponding increase in service achieved. Increase in the fair
value of equity instruments refer to the difference between the fair values of the modified date. If
the Company modifies the exercisable conditions in such manner conductive to the employees,
including the shortening of the vesting period, change or cancellation of the performance conditions
(rather than market conditions), the Company shall consider the modified exercisable conditions
upon the disposal of exercisable conditions. If the modification reduces the total fair value of shares
paid or the Company uses other methods not conductive to employees share-based payment plans to
modify the terms and conditions of service, it will continue to be accounted for in the accounting
treatment, as if the change had not occurred, unless the Company cancelled some or all of the equity
instruments granted.
During the vesting period, if the cancelled equity instruments granted by the Company to
cancel the equity instruments granted amount treated as accelerated vesting of the remaining period
should be recognized immediately in profit or loss, while recognizing the capital reserve.
Employees or other parties can choose to meet non-vesting conditions but are not met in the vesting
period, the Company will treat it as canceled equity instruments granted.
23. Remuneration of employees
Remuneration of employees are all forms of compensation and other relevant expenditure
given by the Company in exchange for services rendered by employees, including short-term
remuneration, post-employment benefits, termination benefits and other long-term benefits.
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(1).accounting methods of Short-term compensation
Short-term remuneration include short-term salaries, bonus, allowance, subsidies, staff’s
welfare, housing provident fund, union funds and employee education funds, medical insurance fees,
injury insurance fees, maternity insurance fees, short-term paid absence, short-term profit sharing
plans, etc.. During the accounting period when employees render services, short-term benefits
payable that actually incurred shall be recognized as liabilities and credited into the current profit
and loss or relevant assets cost on an accrual basis for the benefit objects.
(2) Accounting methods of welfare after leaving office
Post-employment benefits mainly includes the basic pension insurance, supplementary pension, etc., In
accordance with the risks and obligations undertaken by the Company, the post-employment benefits
is classified as defined contribution plans and defined benefit pension plans. Defined contribution plans:
the Company shall recognize the sinking fund paid to individual entity on balance sheet date as a liability in
exchange of services from the employee in accounting period, and credited into current profits or losses or
related assets costs in accordance with the benefit objects. Defined benefit plans: the cost of providing
benefits is determined using the projected unit credit method, with actuarial valuations being carried out by
independent actuary at the interim and the annual balance sheet date. Staffs' benefit costs incurred by the
defined benefit plan of the Group are categorized as follows: (1) service cost, include current period service
cost, past-service cost and settlement gain or loss. Current period service cost means the increase of the
present value of defined benefit obligation resulted from the current period service offered by employee.
Past-service cost means the increase or decrease of the present value of defined benefit obligation resulted
from the revision of the defined benefit plans related to the prior period service offered by employee; (2)
interest costs of defined benefit plans; (3) changes related to the remeasurement of defined benefit plans
liabilities. Unless other accounting standards require or permit to
charge the employee benefits into assets cost, the Company charges (1) and (2) above into current profit or
loss, and recognized (3) above as other comprehensive income without transferring to profit or loss in
subsequent accounting periods.
(3) Accounting treatment of welfare post cancellation of labor relationship
Termination benefits: the indemnity proposal provided by the Company for employees for the
purpose of terminating labor relation with the employees before the expiry of the labor contract or
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encouraging employees to accept downsizing voluntarily, when the following conditions are met,
recognize and at the same time credited into the current profit or loss the accrued liabilities arising from
the indemnity as a result of terminating labor relation with the employees: the Company has made a
formal plan for termination of employment relationship or has made an offer for voluntary redundancy
which will be implemented immediately; and the Company could not unilaterally withdraw from the
termination plan or the redundancy offer. Early retirement benefits will adopt same principles as the
termination benefit. The Company will credit the salaries and social benefits intend to pay for these early
retirees during the periods from the date of early retirement to the normal retirement date to profit or loss
of the current period when recognition conditions for accrued liabilities are met.
24. Revenue
(1) Sale of goods
Revenue from the sale of goods shall be recognized at the amount received or receivable from
buyers based on contractual or agreed prices, only when all of the following conditions are satisfied: ①
the significant risks and rewards of ownership of the goods have been passed to the buyer; ② the
Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold; ③ the amount of revenue can be measured
reliably; ④ it is probable that the associated economic benefits will flow to the enterprise; ⑤ the
associated costs incurred or to be incurred can be measured reliably.
Recognition process of the Company’s sales revenue: Business personnel submit sales application in
the business system according to the consumers’ orders; financial personnel review the remaining credit
of the consumers or whether the payment for goods is made in advance according to the sales
application, and notify the warehouse to handle the delivery formalities if the delivery conditions are met.
The Financial Department confirms that the major risks of property in the goods and rewards have been
transferred to the buyers upon the receipt of waybill with the consumers’ signature, and then issue sales
invoices to confirm the sales revenue.
(2) Provision of labor services
At the balance sheet date, when the outcome of a transaction involving the rendering of services can
be estimated reliably, revenue from provision of services shall be recognized using the percentage of
completion method. The Company confirms the completion progress in accordance with the ratio of
actual cost accounting for the total estimated cost. At the balance sheet date, when the outcome of the
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transaction involving the rendering of services cannot be estimated reliably, it shall be dealt with in the
following ways: ① if the cost of services incurred is expected to be compensated, the revenue from the
rendering of services is recognized to the extent of actual cost incurred to date, and the relevant cost is
transferred to cost of service in profit or loss; ② if the cost of services incurred is not expected to be
compensated, the cost incurred should be included in current profit or loss, and no revenue from the
rendering of services may be recognized.
(3) Assignment of asset use rights
Revenue from usage fee arising from assignment of intangible assets (such as trademark rights,
patent rights, franchise rights, software and copyright, etc.) and the use right of other assets will be
recognized in accordance with the time and method for charge as required under relevant contract or
agreement and at the same time satisfy the conditions that the economic benefit in connection with
transaction could flow into the Company and the amount of revenue could be reliably measured.
(4) Construction contracts
Where the outcome of a construction contract can be estimated reliably at the balance sheet date,
revenues and expenses associated are recognized using the percentage of completion method. The term
―percentage of completion method‖ means a method by which the contractor recognizes its revenues and
costs in the light of the schedule of the contracted project. The Company ascertained the completion
schedule of a contract project according to the proportion of the completed total contract cost against the
expected total contract cost.
25.Government grants
(1)Types of government grants
Government grants refer to the monetary assets or non-monetary assets obtained by the Company
from the government for free, not including the investment made by the government as an owner. The
government grants are mainly divided into asset-related government grants and revenue-related
government grants.
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a)
Basis of determining and accounting of asset-related government grant
Asset-related government grants shall be recognized as deferred income in profit or loss for the
current period on an even basis over the useful life of the asset;Government grants measured at nominal
amount shall be recorded directly in profit and loss for the current period.
b)
Basis of determining and accounting of income-related government grant
Revenue-related government grants shall be treated as follows: ① those used to compensate
relevant expenses or losses to be incurred by the enterprise in subsequent periods are recognized as
deferred income and recorded in profit or loss for the current period when such expenses are recognized;
② those used to compensate relevant expenses or losses that have been incurred by the enterprise are
recorded directly in profit or loss for the current period.
(2). Basis for determination of asset-related government grant and revenue-related government
grant
If the government grant received by the Company is used for construction or other project that forms
a long term asset, it is regarded as asset-related government grant.
If the government grant received by the Company is not asset-related, it is regarded as
revenue-related government grant.
Government grant received without clear objective shall be classified as asset-related government
grant or revenue-related government grant by:
① Government grant subject to a certain project shall be separated according to the proportion of
expenditure budget and capitalization budget, and the proportion shall be reviewed and modified if
necessary on the balance sheet date;
② Government grant shall be categorized as related to income if its usage is just subject to general
statement but specific project in relevant document.
(3) Amortization method and determination of amortization period of deferred revenue related to
government grants
Asset-related government grant received by the Company is recognized as deferred revenue and is
evenly amortized to profit or loss over the estimated useful life of the relevant asset starting from the
date the asset is available for use.
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(4)Recognition of government grants
Government grant receivable is recognized at the end of period when there is clear evidence that the
conditions set out in the financial subsidy policies and regulation are fulfilled and the receipt of such
financial subsidy is assured.
Other government grants not fulfilling the above requirements are recognized upon actual receipt of
such subsidies.
26. Deferred income tax assets / deferred income tax liabilities
Deferred income tax assets and deferred income tax liabilities of the Company are recognized:
(1) Based on the difference between the carrying amount and the tax base amount of an asset or a
liability (items not recognized as assets and liabilities but their tax base is ascertained by the current tax
laws and regulation, the tax base is the difference), deferred income tax asset or deferred income tax
liability is calculated using the applicable tax rate prevailing at the expected time of recovering the
relevant asset or discharging the relevant liability.
(2) Deferred income tax asset is recognized to the extent that there is enough future profit for the
utilization of the deductible temporary difference. At the balance sheet date, if there is sufficient
evidence that there would be enough future benefit for the utilization of the deductible temporary
difference, the deferred income tax asset not previously recognized is recognized in current period. If
there is no sufficient evidence that there would be enough future taxable income for the deduction of the
deferred income tax asset, the carrying value of the deferred income tax asset is reduced.
(3) Deferred income tax liability is recognized for taxable temporary difference arising from
investments in subsidiaries and associated companies, unless the Company could control the reversal of
the temporary differences and the temporary differences would not be reversed in the foreseeable future.
For deductible temporary differences arising from investments in subsidiaries and associated companies,
deferred income tax asset is recognized if the temporary difference will be reversed in foreseeable future
and there will be sufficient future taxable profit to utilize the deductible temporary difference.
(4) No deferred income tax liability is recognized for a temporary difference arising from the
initial recognition of goodwill. No deferred income tax asset or deferred income tax liability is
recognized for the temporary differences resulting from the initial recognition of assets or liabilities due
to a transaction other than a business combination, which affects neither accounting profit nor taxable
profit (or deductible loss).
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27. Lease
(1)Accounting treatment of Operating lease
① Rental payments for asset rented are amortized on a straight-line basis over the lease term
(including rent-free periods), and credited into the current expenses. Initial direct costs that are
attributable to leasing transactions paid by the Company are credited to current expense.
When the lesser bears the lease related expenses which should be undertaken by the Company, the
Company shall deduct this part of expense from the rent and amortize the net amount over the lease term
and credited to current expense.
② Rental income received from assets rented out is amortized on a straight-line basis over the
lease term (including rent-free periods), and recognized as lease income. Initial direct costs involving
leasing transactions paid by the Company are credited into current expenses, in case the amount is
significant, it will be capitalized, and are credited into current revenue on the same basis as rental
income recognized over the lease term.
When the Company bears the lease related expenses which should be undertaken by the lessee, the
Company shall deduct this part of expense from the total rent income, and amortize the rental payment
over the lease term.
(2)Accounting treatment of Finance lease
①When the Company is a lessee, the leased asset is recorded at the amounts equal to the lower of
the fair value of the leased asset and the present value of the minimum lease payments on the lease
beginning date and the long-term payables is recorded at the amounts of the minimum lease payments.
The difference between the recorded amount of the leased asset and the minimum lease payments is
accounted for as unrecognized finance charge.
The unrecognized finance charge is amortized using the effective interest method over the period of
the lease and accounted in finance charge. Initial direct costs incurred by the Company are credited in
value of leased assets.
②When the Company is a lessor, the difference between sum of the lease receivables and
unguaranteed residual value its and present value is accounted for as unrealized finance income and is
recognized as rental income over the period of the lease. Initial direct costs attributable to lease
transaction incurred by the Company shall be accounted in the initial measurement of finance lease
receivables and reduced the amount of recognized revenue during period of the lease.
28. Other significant accounting policies and accounting estimations
(1) Share repurchases
When the Company purchases its own shares to decrease its registered capital or reward its staff, it
shall be included in treasury stock against the amount actually paid.
When Company awards the purchased shares to its staff under the equity-settled share-based
payment agreement, it shall be included in capital reserve (equity premium) against the difference
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between the book balance of awarded treasury stock and the staff-paid cash and capital reserve
recognized upon the granting of equity instruments.
When cancelling the treasury stock, the share capital shall be cancelled against the total face value
of the cancelled treasury stock; the treasury stock shall be eliminated against the book balance of the
cancelled treasury stock; the capital reserve (equity premium) shall be eliminated against the difference;
if the equity premium is insufficient for elimination, the retained earnings shall be adjusted accordingly.
(2) Explanations on significant accounting estimates
Judgments, estimates and assumptions shall be made to financial statements items, which could not
be measured accurately, due to the inherent uncertainties of operating activities, while applying
accounting policy. Management bases its judgments, estimates and assumptions on historical experience
and other various factors, these judgments will influence the amount of revenues, expenses, assets and
liabilities presented in financial reports and the disclosure of contingent liabilities on the balance sheet
date. However, these uncertainties may have a difference from the current estimates of the management,
and thus cause a material adjustment to the carrying amounts of assets and liabilities. The judgments,
estimates and assumptions mentioned above shall be reviewed on a going concern basis. If the revisions
to accounting estimates only influence the current period, relevant adjustment due to the effect shall be
recognized in the current period; otherwise, in the current and future period.
On the balance sheet date, the significant fields involving judgments, estimates and assumptions
about financial report items are listed as follows:
① Estimated liability
Provision for product quality guarantee, estimated onerous contracts, and delay delivery penalties
shall be recognized in terms of contract, current knowledge and historical experience. If the contingent
event has formed a practical obligation which probably results in outflow of economic benefits from the
Company, an estimated liability shall be recognized on the basis of the best estimate of the expenditures
to settle relevant practical obligation. Recognition and measurement of the estimated liability
significantly rely on the management’s judgments in consideration of the assessment of relevant risks,
uncertainties, time value of money and other factors related to the contingent events. Among them, the
Company will undertake estimated liabilities with respect to the after-sales services provided for the
return, maintenance and installation of goods. When estimating liabilities, the Company has considered
the maintenance information in recent years, but the previous maintenance experiences may fail to
reflect the future circumstances. Any increase or decrease in this provision is likely to affect the profits
and losses of the next year.
② Provision for bad debts
The allowance method is adopted for bad debts according to accounting policies of trade
receivables. Impairment losses for receivables are assessed on the basis of recoverability, as a result of
judgments and estimates of the management. The difference between actual outcome and the previously
estimated outcome will influence the carrying value of receivables and accrual or reversal of provision
for bad debts during the period accounting estimates are changed.
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2015 Annual Report
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③ Provision of write-down of inventories
Inventories are measured by lower of historical cost or net realizable value method according to the
accounting policies of inventories; for obsolete and unsalable inventories or whose historical costs are
higher than the net realizable, provision for write-down of inventories shall be incurred. The carrying
value of inventory shall be written down to the net realizable value on the basis of the salability of
inventories and the net realizable value. Inventory write-down shall be incurred in consideration of solid
evidence and the purpose of holding inventories and the effect of subsequent events and etc. The
difference between the actual outcome and the previously estimated outcome will influence the carrying
value of inventories and accrual or reversal of provision for write-down of inventories during the period
accounting estimates are changed.
④ Fair value of financial instruments
For financial instruments where there is no active market, the Company will determine the fair
value through a variety of valuation methods. Such valuation methods include discounted cash flow
analysis. In the valuation, the Company shall estimate the future cash flow, credit risk, market volatility
and correlation, and select the appropriate discount rate. Such related assumptions are uncertain, and
their changes may affect the fair value of financial instruments.
⑤ Impairment of available-for-sale financial assets
The determination of whether impairment loss shall be recognized in income statement for
available-for-sale financial asset is significantly depends on the judgments and assumptions of the
management. While making judgments and assumptions, it shall be take into consideration that how
much the fair value of the investment is lower than the cost, the financial position and short-term
business projection, including industry conditions, technological innovation, the credit ratings,
probability of violation and counterparts’ risks.
⑥ Provision for long-term assets impairment
On the balance sheet date, the Company shall judge whether there is any possible indication of
impairment against non-current assets other than financial assets. The intangible assets with indefinite
useful life must be tested for impairment on an annual basis as well as when there is any indication of
impairment. Other non-current assets other than financial assets shall be tested for impairment when
there is an indication showing that the carrying value is not recoverable. Impairment occurs while the
carrying value of an asset or asset group is higher than the recoverable value, which is the higher of its
fair value deducted disposal expenses and the present value of expected future cash flow. The fair value
deducted by disposal expenditure is determined in consideration that sale agreement regarding analogous
asset, and approachable market price and relevant dispose expenditures. Significant judgments regarding
the production amount, sales price, relevant operating costs of the assets (or assets group) and the
discount rate used to calculate the present value shall be made, while determining the present value of
future cash flows. Recoverable amount shall be estimated by using all accessible relevant information,
including production amount, sales price, and relevant operating costs predictions made based on
reasonable and supportive assumptions. The Company shall test for goodwill impairment at least every
Qingdao Haier Co., Ltd.
2015 Annual Report
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year. This requires the Company to estimate the present value of future cash flows for such assets or
asset groups allocated with goodwill. When estimating the present value of future cash flows, the
Company shall not only estimate the future cash flows generated by such assets or asset groups, and
select the appropriate discount rate to determine the present value of such future cash flows.
⑦ Depreciation and amortization
Investment properties, fixed assets and intangible assets are depreciated and amortized by a
straight-line approach over their estimated useful life by taking the residual value into consideration.
Useful life shall be periodically reviewed to determine the depreciation and amortization expenses for
each reporting period and be determined on the basis of historical experience regarding analogous assets
and the expected technological innovation. Significant changes to previous accounting estimates will
result in adjustments against depreciation and amortization expenses in the future periods.
⑧ Deferred tax assets
Deferred tax asset is recognized for all the uncompensated tax losses to the extent of the amount of
deductible taxable income. In order to determine the amount of deferred tax assets, the management
needs to predict the timing and the amount of taxable profits in the future by taking into account the
influence of tax planning.
⑨ Income tax
There are many transactions and calculations undertaken during the ordinary course of business for
which the ultimate tax determination is uncertain. Whether some items are non-deductible shall be
approved by relevant tax authorities. Where the final tax outcome of these matters is different from the
carrying amount, such differences will impact the current and deferred tax.
⑩ Returned profits from sales
The Company and its subsidiaries adopt the policy of returned profits from sales for all consumers.
According to the relevant conventions in the sales agreement, the review of specific transactions, the
market situation, the pipeline inventory levels and the historical experiences, the Company and its
subsidiaries estimate and make returned profits from sales on a regular basis pursuant to the completion
of agreed assessment indexes. Provisions of returned profits from sales involve the judgment and
estimates of the management. In case of any significant changes in the previous estimates, the balance
above will have an impact on the returned profits from sales during the period when significant changes
occur.
29. Changes in significant accounting policies and accounting estimates
(1) Changes in significant accounting policies
□Applicable √Not Applicable
(2) Changes in accounting estimates
□Applicable √Not Applicable
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2015 Annual Report
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VI. Taxation
1.
Main tax types and tax rates
Tax type
Basis of taxation
Tax rate
Value-added tax
Taxable revenue of goods sales
and taxable labor services revenue
6%, 11%, 17%
Business tax
Business tax amount payable
3%, 5%
Urban maintenance and
construction tax
Turnover tax amount payable
7%
EIT
Income tax amount payable
Statuary tax rate are as follows
(Local) education
surcharges
Turnover tax amount payable
1%, 2%, 3%
Rate of income tax of the Company and subsidiaries are as follows:
□Applicable √Not Applicable
2.
Preferential tax
Companies enjoying preferential tax and preferential tax rate:
Name of company
Tax rate
Preferential tax
Qingdao Haier Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Refrigerator Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Intelligent Electronics Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Special Refrigerator Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Air Conditioner Gen Corp., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Dishwasher Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Special Freezer Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Intelligent Home Appliance Technology
Co., Ltd
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Wuhan Haier Electronics Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Wuhan Haier Freezer Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Hefei Haier Refrigerator Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Hefei Haier Air-conditioning Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
ZhengZhou Haier Air-conditioning Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Chongqing Haier Air-conditioning Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Haier Refrigeration Appliance Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Guizhou Haier Electronics Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Qingdao Haier Co., Ltd.
2015 Annual Report
170 / 239
Qingdao Haier Air-Conditioner Electronics Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Moulds Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Special Steel Plate Research and
Development Co., Ltd
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Meier Plastic Powder Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Chongqing Haier Precision Plastic Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Haier Intelligent Electronics Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Qingdao Haigao Design & Manufacture Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Technology Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Hairi High Technology Molding Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier (Jiaozhou) Air-Conditioner Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Beijing Haier Guangke Digital Technology Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
He Fei Haier Washing Machine Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Washing Machine Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Jiaonan Haier Washing Machine Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Haier Drum Washing Machine Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Foshan Shunde Haier Electric Appliance
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Qingdao Economy and Technology Development Zone
Haier Water Heater Co., Ltd.
Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Wu Han Haier Water Heater Co., Ltd.
15%
entitled to the preferential taxation policies
as a hi-tech enterprise
Chongqing Goodaymart Electronics Sales Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Haier Home Appliance Sale Co., Ltd. and
some branches in western region
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Goodaymart Electronics Sales Co., Ltd. and
some of branch companies
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Haier washing machine Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Haier Water Heater Co., Ltd.
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Chongqing Haier Drum Washing Machine Co.,
Ltd
15%
entitled to the preferential taxation
policies under the Western
Development initiative of the PRC
Qingdao Haier Co., Ltd.
2015 Annual Report
171 / 239
3.
Others
VII. Explanatory Notes for Items in Consolidated Financial Statements
Unless otherwise specified, the following closing balance means the amount as at 31 December
2015; opening balance means the amount as at 31 December 2014; current period means the amount
incurred from 1 January to 31 December 2015, while the previous period means the amount incurred
from 1 January to 31 December 2014.
1. Monetary funds
Unit and Currency: RMB
Items
Closing balance
Opening balance
Treasury cash
448,890.79
667,833.83
Bank deposit
24,622,416,375.45
31,118,679,107.93
Other
monetary
funds
91,949,685.73
106,068,874.12
Total
24,714,814,951.97
31,225,415,815.88
Among which: total of overseas
amounts
1,000,735,432.46
2,418,099,379.53
Other explanatory
An amount of RMB11,141,062,633.53 of the monetary fund was deposited in Haier Group Finance
Co., Ltd. on 31 December 2015, the balance of which including a fixed term deposit of
RMB4,520,300,000.00. The investment fund in the closing balance of other monetary fund was
RMB53,487,981.75, the payment of the third party platform was RMB6,473,256.10 and the amount
securing bill payable was RMB31,988,447.88.
2. Financial asset designated to be measured by fair value and change of which is recorded in
current profit and loss
√Applicable □Not Applicable
Items
Closing balance
Opening balance
Forward foreign exchange sale and
purchase agreement
22,069,897.04
103,668,887.71
Total
22,069,897.04
103,668,887.71
3. Bills receivable
(1) Categories of bills receivable
√Applicable □Not Applicable
Unit and Currency: RMB
Items
Closing balance
Opening balance
Bank acceptance notes
2,030,726,556.43
3,935,944,898.33
Commercial acceptance bill
10,642,925,056.43
12,538,175,841.84
Total
12,673,651,612.86
16,474,120,740.17
(2)The pledged bills receivable of the Company at the end of the period was RMB 7,943,296,324.49.
Qingdao Haier Co., Ltd.
2015 Annual Report
172 / 239
4. Trade receivables
(1)Trade receivables disclosed by categories:
Items
Closing balance
Opening balance
Book balance
Provision for bad
debts
Book balance
Provision for
bad
debts
Trade receivables that are
individually significant and
are subjected to provision for
bad debts on individual basis
Trade receivables that are
subjected to provision for bad
debts on portfolio basis
6,464,622,032.50
323,231,101.63
7,090,924,171.34
354,546,208.57
Trade receivables that are
individually insignificant but
are subjected to provision for
bad debts on individual basis
124,613,269.46
124,613,269.46
65,754,801.54
65,754,801.54
Total
6,589,235,301.96
447,844,371.09
7,156,678,972.88
420,301,010.11
(2)Trade receivables of which provision for bad debts is made according to aging analysis within
the group:
√Applicable □Not Applicable
Aging
Closing balance
Opening balance
Book balance
Provision for
bad debts
Book balance
Provision for
bad debts
Within 1
year
6,240,233,823.59
312,011,691.20
6,906,704,119.89
345,335,205.98
1-2
years
177,154,723.15
8,857,736.15
133,485,982.27
6,674,299.12
2-3
years
10,733,254.50
536,662.72
36,401,544.69
1,820,077.24
Over 3
years
36,500,231.26
1,825,011.56
14,332,524.49
716,626.23
Total
6,464,622,032.50
323,231,101.63
7,090,924,171.34
354,546,208.57
(3)The total amount of the top 5 in the trade receivables at the end of the period was
RMB1,472,299,078.60, accounting for 22.34% of the book balance of the trade receivables, and the
amount of provision for bad debts was RMB73,614,953.93.
(4) Provisions for bad debts made, collected or reversed in the current period:
Provisions for bad debts in the amount of RMB 55,170,989.48 were made in the current period.
(5) Accounts receivable written off in the current period
The bad debts written off in the current period amounted to RMB6,075,120.17, and there was no
significant accounts receivable written off in the current period.
5. Prepayments
(1) Aging of prepayments:
Unit and Currency: RMB
Aging
Closing balance
Opening balance
Qingdao Haier Co., Ltd.
2015 Annual Report
173 / 239
Amount
Proportion (%)
Amount
Proportion (%)
Within 1 year
304,860,675.09
54.74
689,547,822.13
82.47
1-2 years
84,576,029.21
15.19
92,381,704.21
11.05
2-3 years
111,635,498.60
20.05
27,182,650.43
3.25
Over 3 years
55,799,800.49
10.02
26,971,816.19
3.23
Total
556,872,003.39
100
836,083,992.96
100
(2)The total amount of the top 5 in the prepayments at the end of the period was RMB126,201,327.86,
accounting for 22.66% of the book balance of the prepayments.
6. Interest receivables
√Applicable □Not Applicable
Aging
Closing balance
Opening balance
Book balance
Proportion
Book balance
Proportion
Within 1 year
183,731,216.46
100.00%
178,522,845.11
100.00%
Total
183,731,216.46
100.00%
178,522,845.11
100.00%
7. Other receivables
(1) Other receivables disclosed by categories:
Items
Closing balance
Opening balance
Book balance
Provision for
bad debts
Book balance
Provision for
bad debts
Individual significant other
receivables
of
which
provision for bad debts is
made on an individual basis
Other receivables of which
provision for bad debts is
made on a group basis
503,762,220.81
25,188,111.04
636,411,007.62
31,820,550.38
Individual insignificant other
receivables of which
provision for bad debts is
made on an individual basis
16,989,358.60
16,989,358.60
8,320,297.85
8,320,297.85
Total
520,751,579.41
42,177,469.64
644,731,305.47
40,140,848.23
(2) Other receivables of which provision for bad debts is made on portfolio basis:
Aging
Closing balance
Opening balance
Carrying
Balance
Provision for
bad debts
Carrying
Balance
Provision for
bad debts
Within one
year
271,943,281.93
13,597,164.11
595,714,702.41
29,785,735.12
1-2 years
200,229,224.55
10,011,461.22
29,734,745.57
1,486,737.28
Qingdao Haier Co., Ltd.
2015 Annual Report
174 / 239
2-3 years
16,878,863.68
843,943.18
4,655,121.58
232,756.08
Over 3 years
14,710,850.65
735,542.53
6,306,438.06
315,321.90
Total
503,762,220.81
25,188,111.04
636,411,007.62
31,820,550.38
(3)At the end of the period, total amount of top five other receivables was RMB104,217,012.04,
representing 20.01% of the book balance of other receivables, and the amount of provision for bad debts
was RMB5,210,850.60.
(4) Bad-debt provisions made, collected or reversed in the current period:
Provisions for bad debts in the amount of RMB6,928,631.57 were made in the current period.
(5) There was no other receivable written off in the current period.
(6) Other receivables mainly include the deposit, the quality retention money, staff borrowing, tax
refunds, and advance money for another, etc.
8. Inventories
(1) Details of inventories:
Items
Closing balance
Opening balance
Book balance
Impairment
Provision
Book balance
Impairment
Provision
Raw materials
1,319,167,777.77
27,740,567.60
1,949,737,346.72
45,422,279.17
Work in
progress
100,862,950.68
78,710,967.65
Engineering
construction
183,826,364.76
170,319,071.95
Finished
goods
7,265,453,539.26
282,326,025.78
7,001,755,604.31
133,459,770.55
Total
8,869,310,632.47
310,066,593.38
9,200,522,990.63
178,882,049.72
(2) Impairment provision of inventories:
Items
Opening
balance
Increase for
the current
period
Decrease for the period
Closing
balance
Reversal
Write-off
Total
Raw
mater
ials
45,422,279.17
3,827,521.08
9,445,223.60
12,064,009.05
21,509,232.65
27,740,567.60
Finis
hed
good
s
133,459,770.55
256,499,729.47
107,633,474.24
107,633,474.24
282,326,025.78
Total
178,882,049.72
260,327,250.55
9,445,223.60
119,697,483.29
129,142,706.89
310,066,593.38
(3)Engineering construction
Items
Total of actual contract costs
Accumulatively recognized gross
profit
The settled price
Closing
balance
Opening
balance
Closing
balance
Opening
balance
Closing
balance
Opening
balance
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2015 Annual Report
175 / 239
Engin
eering
constr
uction
730,332,518.99
593,043,713.33
154,760,775.13
114,811,872.59
701,266,929.36
537,536,513.97
9. Other current assets
Unit and Currency: RMB
Items
Closing balance
Opening balance
Bank Treasury deposit
250,000,000.00
242,400,000.00
Deductible VAT
962,096,326.52
409,584,923.23
Others
238,968,870.78
139,033,818.42
Total
1,451,065,197.30
791,018,741.65
10. Available-for-sale financial assets
√Applicable □Not Applicable
(1) Explanation of available-for-sale financial assets:
Items
Closing balance
Opening balance
Carrying
Balance
Provision
for
impairment
Book value
Carrying
Balance
Provision
for
impairment
Book value
Available-for-sal
e
equity
instrument:
2,840,543,201.20 3,225,000.00 2,837,318,201.20 1,437,781,907.98 7,160,559.63 1,430,621,348.35
At fair value
1,453,993,243.39
1,453,993,243.39 1,394,842,730.44
1,394,842,730.44
At cost
1,386,549,957.81 3,225,000.00 1,383,324,957.81
42,939,177.54 7,160,559.63
35,778,617.91
Total
2,840,543,201.20 3,225,000.00 2,837,318,201.20 1,437,781,907.98 7,160,559.63 1,430,621,348.35
(2) Available-for-sale financial assets at fair value at the end of the period:
Categories of available-for-sale financial assets
Available-for-sale equity instrument
Cost of equity instrument
912,022,174.60
Fair value
1,453,993,243.39
Accumulated fair value changes credited into other
comprehensive income
459,664,677.19
Allowance for impairment amounts
(3)Available-for-sale financial assets at cost at the end of the period:
Book value
Opening Balance
Increase for the
period
Decrease for
the period
Closing Balance
(1) Book value
Haier Home Integration Limited
2,500,000.00
2,500,000.00
Qingdao Hai Yong Cheng Certification
Services Co., Ltd.
100,000.00
100,000.00
Haier Innovative Technology Service co.,
Ltd.
25,000.00
25,000.00
Beijing Jia Wei Yi Jia Technology Co.,
Ltd.
300,000.00
300,000.00
Qingdao Haier Gold Plastic Products Co.,
Ltd.
900,000.00
900,000.00
Pioneer Energy (Jiangsu) Co., Ltd.
20,000,000.00
20,000,000.00
Shanghai Haier Integrated Circuit Co.,
15,511,100.74
15,511,100.74
Qingdao Haier Co., Ltd.
2015 Annual Report
176 / 239
Ltd.
GK Shanghai Design Inc.
297,961.20
297,961.20
Wuhan Huaxin Hi-tech Co., Ltd.
200,000.00
200,000.00
Wuhan Household Appliances Group Co.,
Ltd.
1,000,000.00
1,000,000.00
Qingdao Haier Facility Management Co.,
Ltd.
2,000,000.00
2,000,000.00
Shenzhen Holdings Donghai Investment Co.,
Ltd.
1,500,000.00
1,500,000.00
Shenzhen Holdings Donghai Phase I Fund
(limited partnership)
7,500,000.00
7,500,000.00
Beijing Xiaobei Technology Co., Ltd.
1,828,125.00
1,828,125.00
China Petrochemical Marketing Co., Ltd.
1,290,489,366.41
1,290,489,366.41
Shanghai Grand Logistics Co., Ltd.
61,200,000.00
61,200,000.00
Others
105,115.60
4,750.00
360.40
109,505.20
Total
42,939,177.54
1,362,522,241.41
18,911,461.14
1,386,549,957.81
(2) Provision for impairment
Haier Home Integration Limited
Qingdao Hai Yong Cheng Certification
Services Co., Ltd.
Haier Innovative Technology Service co.,
Ltd.
25,000.00
25,000.00
Beijing Jia Wei Yi Jia Technology Co.,
Ltd.
Qingdao Haier Gold Plastic Products Co.,
Ltd.
Pioneer Energy (Jiangsu) Co., Ltd.
Shanghai Haier Integrated Circuit Co.,
Ltd
3,960,559.63
3,960,559.63
GK Shanghai Design Inc.
Wuhan Huaxin Hi-tech Co., Ltd.
200,000.00
200,000.00
Wuhan Household Appliances Group Co.,
Ltd.
1,000,000.00
1,000,000.00
Qingdao Haier Facility Management Co.,
Ltd.
2,000,000.00
2,000,000.00
Shenzhen Holdings Donghai Investment Co.,
Ltd.
Shenzhen Holdings Donghai Phase I Fund
(limited partnership)
Beijing Xiaobei Technology Co., Ltd.
China Petrochemical Marketing Co., Ltd.
Shanghai Grand Logistics Co., Ltd.
Others
Total
7,160,559.63
25,000.00
3,960,559.63
3,225,000.00
(3) Book value
Haier Home Integration Limited
2,500,000.00
Qingdao Hai Yong Cheng Certification
Services Co., Ltd.
100,000.00
100,000.00
Haier Innovative Technology Service co.,
Ltd.
25,000.00
Beijing Jia Wei Yi Jia Technology Co.,
Ltd.
300,000.00
300,000.00
Qingdao Haier Gold Plastic Products Co.,
Ltd.
900,000.00
Pioneer Energy (Jiangsu) Co., Ltd.
20,000,000.00
20,000,000.00
Qingdao Haier Co., Ltd.
2015 Annual Report
177 / 239
Shanghai Haier Integrated Circuit Co.,
Ltd.
11,550,541.11
GK Shanghai Design Inc.
297,961.20
297,961.20
Wuhan Huaxin Hi-tech Co., Ltd.(
Wuhan Household Appliances Group Co.,
Ltd.
Qingdao Haier Facility Management Co.,
Ltd.
Shenzhen Holdings Donghai Investment Co.,
Ltd.
1,500,000.00
Shenzhen Holdings Donghai Phase I Fund
(limited partnership)
7,500,000.00
Beijing Xiaobei Technology Co., Ltd.
1,828,125.00
China Petrochemical Marketing Co., Ltd.
1,290,489,366.41
Shanghai Grand Logistics Co., Ltd.
61,200,000.00
Others
105,115.60
109,505.20
Total
35,778,617.91
1,383,324,957.81
(4) Movement in impairment of available-for-sale financial assets during the reporting period:
Items
Provision
for
impairment of available-for-sale equity
instrument
Provision balance at the beginning of the period
7,160,559.63
Provision made in the year
25,000.00
Decreased in the year
3,960,559.63
Allowance for impairment amounts at the end of the
period
3,225,000.00
11. Long-term equity investments
√Applicable □Not Applicable
Investees
Opening
balance
Increase/decrease during the period
Investm
ents
increase
d
Investment
income
recognized
under equity
method
Adjustment in
other
comprehensiv
e
income
Other
changes
in equity
Declarati
on of cash
dividends
or profits
Associates:
Haier Group Finance Co., Ltd.
2,933,846,942.59
639,782,002.34
31,143,808.65
Haier Medical and Laboratory
Products Co., Ltd.
270,141,291.60
13,366,494.73
Wolong Electric Zhangqiu
Haier Motor Co., Ltd.
110,995,187.75
8,972,996.78
Qingdao
Haier
Software
Investment Co., Ltd.
16,323,729.58
710,142.88
Qingdao Haier SAIF Smart
Home Industry Investment
Center (limited partnership)
202,000,000.00
-1,733,167.23
Qingdao Haier Special Steel
Plate
Research
and
Development Co., Ltd.
95,964,0
09.69
-756,895.83
Hefei Haier Special Steel Plate
Research
and
Development
114,176,
814.54
-176,814.54
Qingdao Haier Co., Ltd.
2015 Annual Report
178 / 239
Co., Ltd.
Beijing
Mr.
Hi
Network
Technology Company Limited
3,750,00
0.00
-1,143,116.72
Haier Tongchuang Investment
Partnership
(limited
partnership)
160,000,
000.00
12,400.00
Qingdao
HSW
Water
Appliance Co., Ltd.
72,728.1
0
3,633,891.90
35,731,06
4.81
Qingdao
Roca
Water
Appliance Co., Ltd.
7,350,00
0.00
5,950,791.62
China Shengfeng Microfinance
limited in Jin’an District of
Fuzhou City
71,754,5
58.28
6,843,637.31
Fujian
ATL-Shengfeng
Logistics Co., Ltd.
12,573,2
71.17
397,264.64
-340,000.
00
Shenzhen
Storm
Leader
Technology Co., Ltd.
21,173,5
48.79
-5,005,041.75
Konan Electronic Co., Ltd.
23,986,803.71
6,989,998.02
927,434.50
HPZ Limited
63,525,9
98.33
8,996,878.31
819,877.49
HNR
Company
(Private)
Limited
83,881,6
38.11
5,563,919.72
6,704,244.06
Hefei Huadong Packaging Co.,
Ltd.
25,302,522.69
3,319,345.04
-9,298,60
0.00
Total
3,582,596,477.92
634,222,
567.01
695,724,727.22
39,595,364.70
35,731,06
4.81
-9,638,60
0.00
continued table
Investees
Increase/decrease during
the period
Closing balance
Closing
balance
of
provision
for
impairm
ent
Others
The disposal
of the
investment
Associates:
Haier Group Finance Co., Ltd.
3,604,772,753.58
Haier Medical and Laboratory Products Co., Ltd.
283,507,786.33
Wolong Electric Zhangqiu Haier Motor Co., Ltd.
119,968,184.53
Qingdao Haier Software Investment Co., Ltd.
17,033,872.46
Qingdao Haier SAIF Smart Home Industry
Investment Center (limited partnership)
200,266,832.77
Qingdao Haier Special Steel Plate Research and
Development Co., Ltd.
95,207,113.86
Hefei Haier Special Steel Plate Research and
Development Co., Ltd.
114,000,000.00
Beijing Mr. Hi Network Technology Company
Limited
2,606,883.28
Haier Tongchuang Investment Partnership (limited
partnership)
160,012,400.00
Qingdao HSW Water Appliance Co., Ltd.
39,437,684.81
Qingdao Roca Water Appliance Co., Ltd.
13,300,791.62
China Shengfeng Microfinance limited in Jin’an
District of Fuzhou City
78,598,195.59
Fujian ATL-Shengfeng Logistics Co., Ltd.
12,630,535.81
Shenzhen Storm Leader Technology Co., Ltd.
16,168,507.04
Konan Electronic Co., Ltd.
31,904,236.23
HPZ Limited
73,342,754.13
HNR Company (Private) Limited
96,149,801.89
Hefei Huadong Packaging Co., Ltd.
-19,323,267.73
Total
-19,323,267.73
4,958,908,333.93
Qingdao Haier Co., Ltd.
2015 Annual Report
179 / 239
12. Investment properties
√Applicable □Not Applicable
(1) Increase and decrease of investment property under cost model for the year are set out as
follows:
Items
Opening
balance
Increase for
the period
Decrease
for the
period
Closing
balance
(1) Total original costs for the
investment property
38,358,419.50
26,642,367.85
11,716,051.65
House, buildings and land
38,358,419.50
26,642,367.85
11,716,051.65
(2) Total accumulated amortization
for the investment property
7,775,566.78
491,152.92
8,266,719.70
House, buildings and land
7,775,566.78
491,152.92
8,266,719.70
(3) Total accumulated provision for
Impairment for the investment
property
House, buildings and land
(4) Total book value for the
investment property
30,582,852.72
3,449,331.95
House, buildings and land
30,582,852.72
3,449,331.95
(2) Depreciated and amortized amount for the period was RMB491,152.92 .
(3) No provision for impairment was made as the recoverable amount of investment property was
not less than the book value of the Company at the end of the period.
13. Fixed assets
Category of
fixed assets
Opening balance
Increase for the
period
Decrease for the
period
Translation
reserve
Closing balance
(1) Book value
Buildings and
structures
5,120,446,831.45
1,033,121,701.52
201,037,110.32
4,259,788.41
5,956,791,211.06
Production
equipment
7,536,506,221.09
937,547,313.95
1,061,706,872.49
-5,259,349.45
7,407,087,313.10
Transportation
equipment
191,092,533.02
157,709,139.21
56,052,984.57
-8,043,936.48
284,704,751.18
Office
equipment
206,280,613.02
56,220,171.29
21,297,514.41
666,142.13
241,869,412.03
Others
488,398,727.08
212,351,348.37
58,407,097.69
852,245.64
643,195,223.40
Total
13,542,724,925.66
2,396,949,674.34
1,398,501,579.48
-7,525,109.75
14,533,647,910.77
(2)
Accumulated
depreciation
Buildings and
structures
1,664,767,447.23
258,652,344.89
152,314,939.34
784,983.34
1,771,889,836.12
Production
equipment
4,006,404,253.05
553,586,576.00
744,269,842.02
-4,677,328.97
3,811,043,658.06
Transportation
equipment
100,030,493.42
68,072,847.74
45,924,981.85
-14,433,352.76
107,745,006.55
Office
equipment
141,880,028.11
16,072,084.68
19,746,417.65
62,405.36
138,268,100.50
Qingdao Haier Co., Ltd.
2015 Annual Report
180 / 239
Others
230,529,801.79
57,597,328.36
43,098,851.34
-461,616.34
244,566,662.47
Total
6,143,612,023.60
953,981,181.67
1,005,355,032.20
-18,724,909.37
6,073,513,263.70
(3) Net book
value
Buildings and
structures
3,455,679,384.22
4,184,901,374.94
Production
equipment
3,530,101,968.04
3,596,043,655.04
Transportation
equipment
91,062,039.60
176,959,744.63
Office
equipment
64,400,584.91
103,601,311.53
Others
257,868,925.29
398,628,560.93
Total
7,399,112,902.06
8,460,134,647.07
(4) Provision
for impairment
Buildings and
structures
5,380,416.50
22,075,540.32
696,032.18
28,151,989.00
Production
equipment
18,752,377.76
9,645,477.94
58,978.05
9,165,877.87
Transportation
equipment
87,260.54
-89.02
87,171.52
Office
equipment
2,078,906.22
135,361.12
82,109.95
2,025,655.05
Others
155,485.11
155,485.11
Total
26,454,446.13
22,075,540.32
9,780,839.06
837,031.16
39,586,178.55
(5) Book value
Buildings and
structures
3,450,298,967.72
4,156,749,385.94
Production
equipment
3,511,349,590.28
3,586,877,777.17
Transportation
equipment
90,974,779.06
176,872,573.11
Office
equipment
62,321,678.69
101,575,656.48
Others
257,713,440.18
398,473,075.82
Total
7,372,658,455.93
8,420,548,468.52
(1) Total fixed asset transferred from construction-in-progress balance during the period amounted
to RMB2,164,973,212.42.
(2) Haier Group Corporation, the parent company of the Company, issued an undertaking letter to
the Company, committing that it will ensure the Company and its subsidiaries use the self-establish
buildings and the Group’s lands in a continuous, steady, free and undisturbed condition. If Haier Group
Corporation suspended or terminated to fulfill its commitment and obligation as leading to any loss of
the Company and its subsidiaries, Haier Group Corporation shall take responsibility for the loss. As for
the legal defects of the Company’s and its substantial subsidiaries’ land and property, the Company
committed since the application date of non-public issue, the Company will use all reasonable
Qingdao Haier Co., Ltd.
2015 Annual Report
181 / 239
commercial endeavors to solve the real estate defects of the Company and its substantial subsidiaries
within five years to realize the legal compliance of the Company’s and its substantial subsidiaries’ land
and property.
(3) The pledged fixed assets were RMB 55,137,400.00 at the end of the period.
(4) The rental financial fixed assets:
Items
Category of fixed assets
Closing balance
(1) Book Amount
Transportation
equipment
32,621,686.22
(2) Accumulated
depreciation
Transportation
equipment
4,405,293.46
(3) Net book value
Transportation
equipment
28,216,392.76
(4) Provision for
impairment
Transportation
equipment
(5) Book value
Transportation
equipment
28,216,392.76
14. Construction in progress
√Applicable □Not Applicable
(1). Construction
in
progress
Closing balance
Opening balance
Book
balance
Provision for
impairment Book value
Book
balance
Provision for
impairment Book value
(1) Balance of Construction in progress
Projects
Opening
balance
Increase for
the period
Transfer to
fixed
assets
Other
decrease
Translati
on
reserve
Closing
balance
Perce
ntage
of
compl
etion
Sourc
e
of
fund
Chongqing
Household Air
Conditioner
15,555,553.98
33,920,933.09
27,690,378.49
21,786,108.58
95%
Self-fi
nancin
g
Hefei
Refrigerator
64,184,363.31
66,805,609.94
76,430,053.13
54,559,920.12
94%
Self-fi
nancin
g
Qingdao
Special
Freezer
34,903,404.89
56,184,778.71
38,169,281.31
52,918,902.29
90%
Self-fi
nancin
g
Jiaozhou
Air-Condition
er
152,589,571.22
103,182,962.38
180,973,555.32
74,798,978.28
80%
Self-fi
nancin
g
Zhengzhou
Air-Condition
er
68,227,489.21
492,396,704.14
535,928,440.60
24,695,752.75
95%
Self-fi
nancin
g
Shenyang
Refrigerator
114,751,804.95
42,685,334.00
58,255,995.45
99,181,143.50
94%
Self-fi
nancin
g
Qingdao
Special
Refrigerator
62,390,940.34
26,197,066.99
73,081,068.11
15,506,939.22
91%
Self-fi
nancin
g
Qingdao Haier Co., Ltd.
2015 Annual Report
182 / 239
Dalian
Refrigerator
27,618,437.59
16,169,526.14
31,694,571.78
12,093,391.95
95%
Self-fi
nancin
g
Electrical
Air-Condition
er
48,782,790.59
67,805,041.65
54,880,738.52
61,707,093.72
82%
Self-fi
nancin
g
Foshan
Front-loading
Washing
Machine
39,231,081.66
35,056,193.62
74,106,463.31
180,811.97
93%
Self-fi
nancin
g
Qingdao
Electric Water
Heater
39,885,031.98
51,723,678.18
62,371,291.56
29,237,418.60
64%
Self-fi
nancin
g
Qingdao Haier
New Energy
Electric
Appliance
114,738,021.36
30,474,441.93
122,197,153.17
23,015,310.12
70%
Self-fi
nancin
g
Qingdao
Front-loading
Washing
Machine
21,669,160.15
59,179,659.69
35,773,752.95
45,075,066.89
80%
Self-fi
nancin
g
Guiyang
logistics
18,123,581.41
46,875,140.76
64,998,722.17
end
Self-fi
nancin
g
Ningbo
logistics
80,074,630.30
80,074,630.30
end
Self-fi
nancin
g
Nanchang
logistics
130,500.00
62,976,142.78
63,106,642.78
end
Self-fi
nancin
g
Changchun
logistics
373,310.00
52,349,013.09
52,722,323.09
end
Self-fi
nancin
g
Chongqing
Water Heater
5,222,370.22
60,871,917.11
13,394,295.05
52,699,992.28
91%
Self-fi
nancin
g
Japan projects
225,829,287.26
44,649,512.86
261,086,937.77
1,679,669.76
11,071,532.11
30%
Self-fi
nancin
g
Russian
Project
60,550,817.60
60,550,817.60
95%
Self-fi
nancin
g
American
Project
56,484,200.24
56,484,200.24
50%
Self-fi
nancin
g
others
302,481,045.35
658,070,794.16
518,939,235.90
6,094,224.64
-512,254.46
435,006,124.51
Self-fi
nancin
g
Total
1,356,687,745.47
2,204,684,099.36
2,164,973,212.42
6,094,224.64
1,167,415.30
1,391,471,823.07
(2) Provision for impairment of construction in progress
Name of
Projects
Opening
balance
Increase for
the period
Transfer to
fixed
assets
Other
decrease
Closing
balance
Japan
projects
15,471,276.69
15,471,276.69
Total
15,471,276.69
15,471,276.69
There was no impairment of construction in progress, so no provision for impairment loss of
construction in progress
15. Disposals of fixed assets
Items
Closing balance
Opening balance
Reasons
Qingdao Haier Co., Ltd.
2015 Annual Report
183 / 239
International Refrigerator Project
55,808,808.81
31,400,425.86
Demolition
Qingdao Air Conditioning Project
17,825,030.67
Demolition
Others
462,515.56
223,779.72
Disposed
Total
74,096,355.04
31,624,205.58
16. Intangible assets
Categories
Opening balance
Increase for the
period
Decrease for the
period
Translation
reserve
Closing balance
(1) Book value at
cost
Technical
expertise
3,200,000.00
3,200,000.00
Land use rights
980,974,049.78
369,177,636.68
1,195,402.36
97,173.93
1,349,053,458.03
Management
software
89,429,222.98
18,105,220.85
1,093,505.85
-610,561.05
105,830,376.93
Others
136,434,282.55
112,612,845.13
-199,162.04
248,847,965.64
Total
1,210,037,555.31
499,895,702.66
2,288,908.21
-712,549.16
1,706,931,800.60
(2) Accumulated
amortization
Technical
expertise
2,640,000.00
320,000.00
2,960,000.00
Land use rights
91,543,610.51
25,192,726.40
921,798.06
-1,949.49
115,812,589.36
Management
software
50,150,532.01
13,420,850.49
992,760.69
-561,098.54
62,017,523.27
Others
57,412,678.44
15,457,415.08
-199,120.64
72,670,972.88
Total
201,746,820.96
54,390,991.97
1,914,558.75
-762,168.67
253,461,085.51
(3) Net book
value
Technical
expertise
560,000.00
240,000.00
Land use rights
889,430,439.27
1,233,240,868.67
Management
software
39,278,690.97
43,812,853.66
Others
79,021,604.11
176,176,992.76
Total
1,008,290,734.35
1,453,470,715.09
(4) Provision for
impairment
Technical
expertise
Land use rights
Management
software
Others
Total
(5) Book value
Technical
expertise
560,000.00
240,000.00
Land use rights
889,430,439.27
1,233,240,868.67
Management
software
39,278,690.97
43,812,853.66
Others
79,021,604.11
176,176,992.76
Total
1,008,290,734.35
1,453,470,715.09
Qingdao Haier Co., Ltd.
2015 Annual Report
184 / 239
At the end of the period, the intangible assets arise from internal research and development
accounting for 6.29% of the original value at the end of the period.
17. Development expenses
Items
Opening
balance
Increase for
the period
Decrease for the period
Closing
balance
Charged to
profit or
loss in the
period
Recognized as
an
intangible asset
U+ platform construction
68,341,844.86
128,055,741.00
11,051,521.00
107,281,869.04
78,064,195.82
Total
68,341,844.86
128,055,741.00
11,051,521.00
107,281,869.04
78,064,195.82
18. Goodwill
Items
Opening
balance
Increase for
the period
Decrease
for the
period
Closing
balance
Furniture after-sales service
business
6,123,000.00
6,123,000.00
Shanghai Boyol New Brothers
Supply Chain Management
Company Limited
68,407,241.86
68,407,241.86
Shengfeng Logistics Group Co.,
Ltd
317,954,690.69
317,954,690.69
Total
74,530,241.86 317,954,690.69
392,484,932.55
(1) The Company additionally acquired RMB0.318 billion of goodwill of Shengfeng Logistics Group
Co., Ltd. The subsidiaries of the Company paid cash and contingent considerations of RMB0.675
billion to acquire partial equity of Shengfeng Logistics Group Co., Ltd. In January 2015, the fair
value of the equity interest was RMB0.357 billion, the difference between the cost of business
combination and the share of fair value of identifiable assets acquired is recognized as goodwill.
(2) The Company, by estimating the present value of future cash flows, calculates the recoverable
amount of the asset groups. According to the cash flows in the next five years based on the
financial budget approved by the management, the perpetual growth rate of cash flow in the next
years is estimated to be 3% to 4%, not more than the long-term average growth rate of the asset
group business. The discount rate is within the range of 13.25% to 15.00%. The management
prepares the financial budget above based on the past performance and market development
forecasts. Pursuant to the result of impairment test, no goodwill has been impaired by the end of the
current period.
Qingdao Haier Co., Ltd.
2015 Annual Report
185 / 239
19. Long-term deferred expenditures
Items
Opening
balance
Increase
amount for
the
current
period
Amortization
amount for
the
current
period
Other
deductions
Translation
difference for
foreign
currency
statement
Closing
balance
Renovation
fee
28,935,702.29
28,984,375.36
23,231,430.60
34,688,647.05
Expenditure
for
reconstructi
on of leased
plant
56,532,084.65
10,233,431.16
13,914,427.62
744,409.54
52,106,678.65
Others
20,862,517.41
14,840,376.38
7,549,267.00
2,143,620.17
247,813.55
26,257,820.17
Total
106,330,304.35
54,058,182.90
44,695,125.22
2,888,029.71
247,813.55
113,053,145.87
20. Deferred income tax assets/liabilities
(1) The deferred income tax assets without consideration of the offsetting of balances
Items
Closing balance
Opening balance
Temporary
differences
Deferred income
tax assets
Temporary
differences
Deferred income
tax assets
Effect on deferred
income tax of temporary
differences formed by
provision for assets
impairment
842,899,612.66
125,466,005.57
688,410,190.51
98,641,656.52
Effect on deferred
income tax of temporary
differences formed by
liabilities
3,317,632,626.10
703,437,008.26
3,261,152,605.38
702,069,768.52
Effect on deferred
income tax of temporary
differences formed by
government subsidies
46,004,962.52
10,002,815.63
48,613,677.84
10,464,094.46
Effect on deferred
income tax of temporary
differences formed by
internal unrealized profit
due to consolidation
973,458,143.14
176,044,215.94
773,866,294.86
138,832,956.08
Total
5,179,995,344.42
1,014,950,045.40
4,772,042,768.59
950,008,475.58
(2) Deferred income tax liabilities without consideration of the offsetting of balances
Items
Closing balance
Opening balance
Changes of the fair vale
90,133,922.90
114,159,827.40
Purchase and dispose subsidiaries
33,059,596.88
28,687,449.46
The reserved foreign enterprise
income tax
9,127,063.15
8,718,607.00
Depreciation of fixed assets and the
difference of the tax laws
5,077,072.26
4,335,544.95
Others
19,399,402.52
4,489,227.43
Total
156,797,057.71
160,390,656.24
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2015 Annual Report
186 / 239
(3) The deferred income tax assets and the deferred income tax liabilities offset at the end of the
period amounted to RMB43,466,955.60.
21. Other non-current assets
Unit and Currency: RMB
Items
Closing balance
Opening balance
Prepayments for equipment and
land
316,752,155.61
312,617,960.08
Others
82,331,935.92
43,612,717.79
Total
399,084,091.53
356,230,677.87
22. Short-term borrowings
√Applicable □Not Applicable
(1).
The classification of short-term borrowings
Unit and Currency: RMB
Items
Closing balance
Opening balance
Pledged borrowings
20,000,000.00
Mortgage loan
61,509,124.60
Guaranteed borrowings
1,000,728,210.00
983,758,300.00
Unsecured borrowings
790,870,906.90
1,308,182,725.91
Total
1,873,108,241.50
2,291,941,025.91
23. Financial Liabilities designated to be measured by fair value and change of which is recorded
in current profit or loss
√Applicable □Not Applicable
Unit and Currency: RMB
Items
Closing balance
Opening balance
Forward foreign exchange sale and
purchase agreement
7,707,414.12
42,686.85
Total
7,707,414.12
42,686.85
24. Bills payable
√Applicable □Not Applicable
Unit and Currency: RMB
Categories
Closing balance
Opening balance
Commercially acceptance
bill
1,425,847,863.41
1,917,974,279.06
Bank acceptance bill
10,171,037,482.65
12,325,063,393.71
Total
11,596,885,346.06
14,243,037,672.77
25. Trade payables
Items
Closing balance
Opening balance
Trade payables
14,713,516,620.92
15,312,971,646.36
Total
14,713,516,620.92
15,312,971,646.36
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2015 Annual Report
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The book balance at the end of the period was mainly the unpaid expenditures on material,
equipment and labor.
26. Payments received in advance
Items
Closing balance
Opening balance
Payments received in advance
3,170,457,870.50
4,336,427,690.63
Total
3,170,457,870.50
4,336,427,690.63
The book balance at the end of the period was mainly the payments received in advance.
27. Staff remuneration payables
(1) Presentation of staff remuneration payables
Items
Opening balance
Increase for the
period
Decrease for the
period
Closing balance
Short-term emolument
1,078,052,302.02
7,415,479,096.67
7,300,763,156.37
1,192,768,242.32
Post-employment
benefits-defined contribution plan
19,416,498.85
537,194,458.59
536,242,421.05
20,368,536.39
Termination benefits
30,693,772.24
5,250,435.03
15,536,720.41
20,407,486.86
Other welfare due within one
year
Total
1,128,162,573.11
7,957,923,990.29
7,852,542,297.83
1,233,544,265.57
(2) Presentation of short-term remuneration
Items
Opening balance
Increase for the
period
Decrease for the
period
Closing balance
(1) Salaries, bonus, allowance and
benefit
633,486,885.71
5,193,464,495.66
5,119,296,553.46
707,654,827.91
(2) Employee welfare
320,717,645.94
148,548,501.60
163,699,041.48
305,567,106.06
(3) Social benefit
9,247,445.07
277,885,586.94
280,632,314.10
6,500,717.91
(4) Housing fund
2,938,717.80
216,594,418.76
212,830,051.90
6,703,084.66
(5) Labor union fee and education
fee
7,983,654.28
52,089,713.39
57,346,138.87
2,727,228.80
(6) Short-term compensated leave
(7) Others
103,677,953.22
1,526,896,380.32
1,466,959,056.56
163,615,276.98
Total
1,078,052,302.02
7,415,479,096.67
7,300,763,156.37
1,192,768,242.32
(3) Presentation of defined contribution plan
Items
Opening
balance
Increase for
the period
Decrease for
the period
Closing
balance
Basic pension insurance
15,402,423.98
485,722,976.64
485,551,224.19
15,574,176.43
Unemployment
insurance
433,600.38
27,934,821.24
27,867,442.95
500,978.67
Enterprise annuity
payment
3,580,474.49
23,536,660.71
22,823,753.91
4,293,381.29
Total
19,416,498.85
537,194,458.59
536,242,421.05
20,368,536.39
Qingdao Haier Co., Ltd.
2015 Annual Report
188 / 239
(4) Presentation of termination benefits
Items
Closing balance
Opening balance
Termination compensation
20,407,486.86
30,693,772.24
Total
20,407,486.86
30,693,772.24
28. Taxes payable
Unit and Currency: RMB
Items
Closing balance
Opening balance
VAT
59,700,542.53
488,027,357.82
Business tax
5,888,947.72
6,516,054.50
Enterprise income tax
708,348,404.94
847,386,344.65
Individual income tax
16,635,460.95
14,557,491.42
Municipal maintenance tax
8,866,023.89
29,520,918.23
Education surcharge
3,363,149.08
12,787,612.68
The electrical and electronic
products waste treatment fund
55,378,377.00
63,455,219.50
Additional local taxes
51,756,909.98
69,133,979.78
Total
909,937,816.09
1,531,384,978.58
29. Interests payable
Items
Closing balance
Opening balance
Interest of long-term borrowings
1,131,479.67
Interest of short-term borrowings
6,199,909.01
7,921,318.87
Interest of corporate bond
7,750,027.66
Total
15,081,416.34
7,921,318.87
30. Dividends payable
Name of Entity
Closing balance
Opening balance
BRAVE LION (HK) LIMITED
115,230,923.73
132,644,847.17
Other minority shareholders
18,151,086.00
14,667,528.94
Total
133,382,009.73
147,312,376.11
31. Other payables
Items
Closing balance
Opening balance
Other payables
6,056,795,354.04
7,083,921,880.47
Total
6,056,795,354.04
7,083,921,880.47
The book balance at the end of the period mainly included the incurred but unpaid costs.
32. Non-current liabilities due within 1 year
√Applicable □Not Applicable
Unit and Currency: RMB
Items
Closing balance
Opening balance
Long-term borrowings due
within one year
10,877,261.36
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2015 Annual Report
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Predicative liabilities due
within one year
62,020,766.97
Total
72,898,028.33
33. Long-term borrowings
√Applicable □Not Applicable
Category of borrowings
Closing balance
Opening balance
Credit borrowings
297,241,293.20
Total
297,241,293.20
The interest rate of the long-term bank borrowings is 1.37% plus Yen London inter-bank offered
rate of 3 month.
34. Bonds payable
√Applicable □Not Applicable
On 24 August 2011, Haier Electronics Group Co., Ltd., the Company’s holding subsidiary, issued
100,000,000 convertible corporate bonds and 40,000,000 warrants, face value of which amounted to
HK$1,067,000,000 (equivalent to RMB874,375,557). Annual coupon rate of which is 3%, payable
semi-annually in arrears on 30 June and 31 December of each year. As of 31 December 2015, all the
bond holders have transferred their shares.
On 20 March 2014, Haier Electronics Group Co., Ltd., the Company’s holding subsidiary, issued
HK$1,316,036,039 convertible corporate bonds (equivalent to RMB1,055,023,280), with an annual
coupon rate of 1.5%. The convertible corporate bonds will be expired on 20 March 2017. The bond
holders may transfer shares after one year from the issue date to 7 days before the expiration at their
option.
On initial recognition, the convertible corporate bonds, issued by the Company’s holding subsidiary
Haier Electronics Group Co., Ltd., was divided into liabilities and equities:
Items
Convertible bonds
issued in
2011
Convertible bonds issued in
2014
Initial recognition:
874,375,557.00
1,055,023,279.62
Face values of the convertible bonds and
issued warrants
Including:
Share option
59,699,810.00
Equity of convertible bonds
149,249,526.00
54,838,289.02
Qingdao Haier Co., Ltd.
2015 Annual Report
190 / 239
Liabilities of convertible bonds
665,426,221.00
1,000,184,990.60
Change in liabilities of convertible bonds for the period:
Items
Opening
balance
Increase
for the
period
Accrued
bond
interest
Less: paid
bond
interest
for the
period
The
translation
of the
period
Effect of
exchange
rate
Closing
balance
Converti
ble
bonds
issued in
2011
776,318,964.06
20,850,450.69
7,750,027.94
789,445,397.59
26,010.78
Converti
ble
bonds
issued in
2014
1,024,381,665.99
34,201,853.01
49,150,997.43
1,107,734,516.43
Total
1,800,700,630.05
55,052,303.70
7,750,027.94
789,445,397.59
49,177,008.21
1,107,734,516.43
35. Long-term payables
√Applicable □Not Applicable
Items
Closing balance
Opening balance
CDB development fund investment
fund
43,000,000.00
Vehicle financing lease
16,916,852.02
Total
59,916,852.02
Under the Investment Contract of China Development Fund executed by the Company and its
subsidiaries including Qingdao Haier Refrigerator Co., Ltd., Qingdao Haier Air Conditioner Gen Corp.,
Ltd., Qingdao Haier (Jiaozhou) Air-conditioning Co., Limited together with China Development Fund
Co. Ltd. in 2015, China Development Fund Co. Ltd. invested RMB 20 million in Qingdao Haier
Refrigerator Co., Ltd., and RMB 23 million in Qingdao Haier (Jiaozhou) Air-conditioning Co., Limited.
China Development Fund Co. Ltd. obtains 1.2% of the earnings every year in dividend or through call
premium. From 2020 to 2027, the Company and its subsidiaries will repurchase the investments made
by China Development Fund Co. Ltd. in two batches respectively.
36. Long-term staff remuneration payables
√Applicable □Not Applicable
(1) Presentation of long-term staff remuneration payables
Items
Closing balance
Opening balance
I. Post-employment benefits: net liability
of defined benefit plan
II. Termination benefits
33,209,406.02
24,531,136.34
III. Other long-term benefits
Total
33,209,406.02
24,531,136.34
(2) Defined benefit plan
Some subsidiaries of the Company have set defined benefit plan for the qualified staff. In the plan,
the employees are entitled to enjoy the retirement benefits agreed in such defined benefit plan. In the
Qingdao Haier Co., Ltd.
2015 Annual Report
191 / 239
plan, payments are required to be made to an independent trustee, and the trustee is responsible to
determine the investment strategies of the plan.
The plan is exposed to interest rate risks, changes in life expectancy of the beneficiary and other
risks.
The recent actuarial evaluation of the assets and the present value of defined benefit obligations
under such plans are determined by using the expected cumulative welfare unit method.
Actuarial assumption used in the defined benefit plan
Items
percentage
I. Discount rate
1.10%
II. Expected rate of return
2.00%
Present value of defined benefit obligations
Items
Amount
I. Opening balance
275,770,839.30
II. Defined benefit cost in current profit or loss
12,463,283.18
1. Current period service cost
9,423,103.14
2. Past service cost
-
3. Settlement profit (loss indicated in ―-‖)
4. Interest expenses
3,040,180.04
III. Defined benefit cost in other comprehensive incomes
6,017,915.39
1. Actuarial loss (gain indicated in ―-‖)
6,017,915.39
IV. Other changes
-8,032,856.91
1. Consideration paid upon settlement
2. Prepaid benefits
-21,964,992.54
3. Exchange difference
13,932,135.63
V. Closing balance
286,219,180.96
Fair value of plan assets
Items
Amount
I. Opening balance
283,230,286.40
II. Defined benefit cost in current profit or loss
5,641,214.64
1. Interest income
5,641,214.64
III. Defined benefit cost in other comprehensive incomes
-247,301.83
1. Return on plan assets (except those included in net
interests)
-247,301.83
2. Changes in impact of asset cap (except those included in
net interests)
IV. Other changes
3,569,441.61
1. Payments made by the employer
11,955,068.05
2. Prepaid benefits
-21,964,992.54
3. Balance of exchange
13,579,366.10
Qingdao Haier Co., Ltd.
2015 Annual Report
192 / 239
V. Closing balance
292,193,640.82
Neither the Company's common stocks or bonds, nor the properties occupied by the Company are
included in the plan assets.
Net liability (net asset) of defined benefit plan
Items
Amount
I. Opening balance
-7,459,447.10
II. Defined benefit cost in current profit or loss
6,822,068.54
III. Defined benefit cost in other comprehensive incomes
6,265,217.22
IV. Other changes
-11,602,298.52
V. Closing balance
-5,974,459.86
It is estimated that the payment of RMB40,964,000.00 will be made to the defined benefit
obligation in the next 12 months.
The average term for the defined benefit obligation is 14.70 years at the balance sheet date.
37. Estimated liabilities
Items
Closing balance
Opening balance
Estimated charges of ―three
guarantees‖ and installations
1,841,853,237.19
1,913,448,778.76
Acquirement of equity interests of
minority interests
43,500,000.00
319,372,857.14
Pending action
14,190,400.00
18,725,375.08
Total
1,899,543,637.19
2,251,547,010.98
Significant assumptions and estimates related to the estimated charges of ―three guarantees‖ and
installations: The Company rationally estimates the rate of ―three guarantees‖ and installations
according to the previous actual expenditures and sales data on ―three guarantees‖ and installations,
and estimates the potential charges of ―three guarantees‖ and installations based on the policy of
―three guarantees‖ and installations and the realized sales data.
38. Deferred income
√Applicable □Not Applicable
Unit and Currency: RMB
Items
Opening
balance
Increase for the
period
Decrease for the
period
Closing balance
Reason
Governmental
subsidy
135,707,501.91 139,115,711.94
25,653,688.07 249,169,525.78
Government
subsidies related
assets
Leaseback
15,038,883.21
87,854.66
14,951,028.55
The differences
on sales price and
the book value of
assets
Qingdao Haier Co., Ltd.
2015 Annual Report
193 / 239
Total
135,707,501.91 154,154,595.15
25,741,542.73 264,120,554.33
/
39. Share capital
Class of shares
Opening balance
Increase for
the period
Decrease for
the period
Closing balance
I. Restricted shares
309,093,994
309,473,994
4,880,800
613,687,188
1. State-owned shares
2. Shares held by
domestic non-state-owned
legal entities
3. Shares held by
domestic natural persons
6,101,000
6,481,000
4,880,800
7,701,200
4. Shares held by foreign
non-state-owned legal
entities
302,992,994
302,992,994
605,985,988
Ⅱ. Non-restricted shares
2,736,841,140
2,772,625,940
5,509,467,080
1. Ordinary shares in
RMB
2,736,841,140
2,772,625,940
5,509,467,080
2. Domestic listed foreign
shares
3. Overseas listed foreign
shares
4. Others
Ⅲ. Total shares
3,045,935,134
3,082,099,934
4,880,800
6,123,154,268
(1) On 18 March 2015, the Company granted restricted shares to 3 beneficiaries and acquired
190,000 RMB ordinary shares at the grant price of RMB10.06 per share by the beneficiaries, and the
registered capital was increased by RMB190,000.00. The capital was increased by way of cash, and the
increase has been verified by the Hexin Yan Zi (2015) No. 000012 Capital Verification Report issued by
Shandong Hexin Accountants LLP (Special Ordinary Partnership).
(2) The Company’s 2014 profit distribution plan was passed at the 2014 Annual General Meeting of
Qingdao Haier Co., Ltd. held on 10 June 2015: a cash dividend of RMB4.92 (inclusive of tax) for every
10 shares was distributed to all shareholders, and a bonus issue was made by way of capitalizing its
capital reserve on the basis of 10 shares for every 10 shares on the basis of 3,046,125,134 shares. On 15
July 2015, the Company has transferred capital reserves of RMB3,046,125,134.00 to share capital, and
the increase has been verified by the Hexin Yan Zi (2015) No. 000048 Capital Verification Report
issued by Shandong Hexin Accountants LLP (Special Ordinary Partnership).
(3) The Proposal on Relevant Arrangements of the First Exercise/Unlocking of Rights Firstly
Granted in Phase IV Share Option Incentive Scheme was passed at the 24th Meeting of the 8th Session
Qingdao Haier Co., Ltd.
2015 Annual Report
194 / 239
of the Board of Directors held on 17 July 2015. According to the Proposal, the Company granted
restricted shares to 422 beneficiaries and acquired 30,904,000.00 RMB ordinary shares at the grant price
of RMB8.07 per share by the beneficiaries. The capital increase has been verified by the Hexin Yan Zi
(2015) No. 000050 Capital Verification Report issued by Shandong Hexin Accountants LLP (Special
Ordinary Partnership).
40. Capital reserve
Items
Opening
balance
Increase for the
period
Decrease for the
period
Closing
balance
Capital premium
5,861,864,244.94
424,771,671.27
6,286,635,916.21
Other capital
reserve
116,923,194.51
2,490,000.00
36,030,000.00
83,383,194.51
Total
5,978,787,439.45
427,261,671.27
6,322,665,916.21
83,383,194.51
(1) Movements in capital premium mainly due to: ① an increase of RMB168,528,991.27 in capital
premium due to the changes in shareholding proportion held by the parent company as a result of the
additional capital contributed by minority shareholders of subsidiaries during the period; ② an increase
of RMB256,242,680.00 in capital premium as a result of the first exercise of Phase IV Share Option
Incentive Scheme; ③ a decrease of RMB3,221,270,582.00 in capital premium as a result of common
control combination during the period; ④ a decrease of RMB3,046,125,134.00 in capital premium as a
result of transfer of capital reserves into share capital during the period; ⑤ a decrease of
RMB19,240,200.21 in capital premium as a result of acquisition of minority interest of subsidiaries
during the period.
(2) Movements in other capital reserve mainly due to: ① an increase of RMB2,490,000.00 in
other capital reserve as a result of share-based payment credited into shareholders’ equity during the
period; ② a decrease of RMB36,030,000.00 in other capital reserve as a result of the first exercise of
Phase IV Share Option Incentive Scheme.
41. Treasury stock
√Applicable □Not Applicable
Unit and Currency: RMB
Items
Opening balance
Increase for the
period
Decrease for the
period
Closing balance
Restricted share
certificates
47,160,730.00
1,911,400.00
18,864,292.00
30,207,838.00
Qingdao Haier Co., Ltd.
2015 Annual Report
195 / 239
Share repurchase
47,396,706.70
47,396,706.70
Total
47,160,730.00
49,308,106.70
18,864,292.00
77,604,544.70
Other explanations, including the explanations on increases or decreases during the period and the
reasons thereof:
(1) Movements in restricted shares mainly due to: ①an increase of RMB1,911,400.00 in restricted
shares as a result of some restricted shares reserved in the first exercise of Phase IV Share Option
Incentive Scheme during the period; ② a decrease of RMB18,864,292.00 in restricted shares as a result
of the restricted shares involved in the first exercise of Phase IV Share Option Incentive Scheme
unlocked during the period;
(2) Movements in share repurchases mainly due to: an increase of RMB47,396,706.70 as a result of
share repurchases during the period.
42. Other comprehensive income
Items
Opening
balance
Amounts incurred in the current period
Closing
balance
The pre-tax
amount in
the
current
period
Less:
income
tax expense
Attributabl
e to the
parent
company,
net
of tax
Attributable
to
minority
shareholders,
net of tax
Others
a
10,696,254.05
39,595,364.70
39,584,241.91
11,122.79
50,280,495.96
b
421,754,809.35
40,320,174.29
6,106,343.18
33,989,723.80
224,107.31
-145,650.27
455,598,882.88
c
122,191,333.61
5,753,115.52
-11,593,077.82
17,346,193.34
110,598,255.79
d
22,971,042.62
-6,265,217.22
-6,265,217.22
16,705,825.40
Total
577,613,439.63
79,403,437.29
6,106,343.18
55,715,670.67
17,581,423.44
-145,650.27
633,183,460.03
Notes: (1) Item a, b and c are other comprehensive income that will be reclassified to profit or loss,
including:
a Share of other comprehensive income of investments accounted for using the equity
method, which will be reclassified subsequently to profit or loss.
b Change in fair value of financial assets available-for-sale.
c Exchange differences from retranslation of foreign currency financial statements.
(2) Item d represents changes arising from remeasurement of net liabilities/assets of defined
benefit plans, which may not be subsequently reclassified to profit or loss.
43. Surplus reserve
Unit and Currency: RMB
Items
Opening balance
Increase for the
period
Decrease for the
period
Closing balance
Statutory surplus
reserve
1,976,448,731.03
194,518,642.12
192,538,873.51
1,978,428,499.64
Discretionary
surplus reserve
26,042,290.48
26,042,290.48
Qingdao Haier Co., Ltd.
2015 Annual Report
196 / 239
Reserve fund
11,322,880.64
11,322,880.64
Enterprise
expansion fund
10,291,630.47
10,291,630.47
Others
Total
2,024,105,532.62
194,518,642.12
192,538,873.51
2,026,085,301.23
Explanations on surplus reserves, including the explanations on increases or decreases during the period
and the reasons thereof:
Pursuant to Company Law of the People’s Republic of China and articles of association, the Company is
required to appropriate the statutory surplus reserve at 10% of its net profit. Decrease for the period is
resulted from the write-down of retained earnings through enterprise combinations under common
control.
44. Undistributed profits
Items
Amount
Undistributed profits at the end of last year
12,855,511,059.42
Add: correction of accounting errors
Implementation of ASBE reclassification
Adjustment on business combination under common control
173,676,255.29
Undistributed profits at the beginning of the year
13,029,187,314.71
Add: net profit attributable to owners of the parent company
4,300,760,542.82
Profit available for appropriation for the year
17,329,947,857.53
Less: appropriation of statutory surplus reserve
194,518,642.12
Appropriation of staff incentive and welfare fund
Dividend payable for ordinary shares
1,496,804,871.93
Retained earnings after deduction of combined offsetting under
common control
1,732,849,861.60
Undistributed profits at the end of the period
13,905,774,481.88
45. Operating income and Operating cost
(1) Operating income
Categories
Current amount
Prior amount
Principal Business
89,168,902,490.15
96,201,548,720.34
Other Business
579,417,920.76
728,215,174.02
Total
89,748,320,410.91
96,929,763,894.36
(2) Income and cost of principle operations presented by product categories:
Categories
Current amount
Prior amount
Income of principal
business
Cost of principal
business
Income of
principal
business
Cost of principal
business
Qingdao Haier Co., Ltd.
2015 Annual Report
197 / 239
Air conditioner
16,250,889,159.97
11,662,362,800.22
20,471,645,554.31
13,961,625,203.37
Refrigerator
27,588,532,137.07
18,610,588,978.98
28,266,621,414.28
19,104,177,471.13
Kitchenware and
sanitary ware
6,620,603,698.64
3,730,801,944.40
6,499,294,676.18
3,685,681,952.34
Washing machine
17,469,847,901.81
11,472,567,714.01
17,259,524,173.06
11,400,672,884.91
Equipment product
1,818,035,269.39
1,576,671,700.64
4,347,020,056.55
4,045,004,617.33
Integrated channel
services and others
19,420,994,323.27
17,480,791,069.94
19,357,442,845.96
17,688,045,087.81
Total
89,168,902,490.15
64,533,784,208.19
96,201,548,720.34
69,885,207,216.89
46. Business taxes and surcharge
Items
Current amount
Prior amount
Tax base
Business tax
21,692,903.23
17,686,137.75 Payable at 5% , 3% of the
taxable turnover
City construction
tax
249,968,408.97
261,859,781.12
Payable at 7% of the circulation
tax
Education
surcharge
115,023,959.01
118,905,938.21 Payable at 3%, 2% and 1% of
the circulation tax
Others
10,565,768.64
6,095,205.59
Total
397,251,039.85
404,547,062.67
47. Expenses of sales
Unit and Currency: RMB
Items
Current amount
Prior amount
Expenses of sales
13,101,282,436.95
12,579,781,619.54
Total
13,101,282,436.95
12,579,781,619.54
Other explanation:
Selling expenses of the Company mainly include compensation, transportation and warehousing
costs, advertising, sales promotion and after-sale expenses and so on.
48. Management expenses
Unit and Currency: RMB
Items
Current amount
Prior amount
Management expenses
6,549,193,839.44
6,813,114,797.83
Total
6,549,193,839.44
6,813,114,797.83
Other explanation:
Administrative expenses of the Company mainly include compensation, research and development
costs, administrative expenses, taxes and rental payments.
49. Financial expenses
Categories
Current amount
Prior amount
Interest expenses
119,256,405.78
153,759,585.82
Less: interest income
524,652,061.70
550,990,928.09
Exchange gain or loss
-146,355,539.67
61,428,911.71
Others
53,630,789.76
79,153,850.10
Qingdao Haier Co., Ltd.
2015 Annual Report
198 / 239
Total
-498,120,405.83
-256,648,580.46
50. Loss in assets impairment
Categories
Current amount
Prior amount
Bad debt loss
62,099,621.05
45,338,057.93
Loss from price drop in inventory
250,882,026.95
153,904,717.94
Impairment loss on fixed assets
5,004,997.05
6,453,775.26
Impairment loss on construction in
progress
17,487,960.62
Impairment loss on assets available for
sale
25,000.00
Total
318,011,645.05
223,184,511.75
51. Profit or loss of changes in fair value
Items
Current amount
Prior amount
Financial instruments measured in fair
value through current profit or loss -
derivative financial instruments
-90,223,059.50
112,363,366.12
Total
-90,223,059.50
112,363,366.12
52. Investment Income
√Applicable □Not Applicable
Items
Current amount
Prior amount
Long-term equity investments income calculated by the
equity method
695,724,727.22
646,307,155.00
Investment income from disposal of long-term equity
investments
338,777,175.29
420,123,350.96
Investment income from financial assets available for
sale during the holding period
121,454,252.17
19,679,408.23
Gain on remeasurement of remaining equity by fair value
upon loss of control
49,201,148.46
151,233,596.81
Investment income from disposal of financial assets
available for sale
54,535,164.73
Investment income from disposal of financial assets at
fair value through profit and its changes recognized in the
current profit and loss
49,703,912.97
-52,278,306.13
Wealth management products return
10,905,835.77
7,514,804.00
Total
1,320,302,216.61
1,192,580,008.87
53. Non-operating income
Items
Current amount
Prior amount
Gain on disposal of non-current assets
50,992,727.10
79,784,116.53
Government grants
307,550,180.85
119,525,560.32
Qingdao Haier Co., Ltd.
2015 Annual Report
199 / 239
Others
259,914,355.87
179,025,689.24
Total
618,457,263.82
378,335,366.09
Government grants included in current profit or loss
√Applicable □Not Applicable
Unit and Currency: RMB
Grant Items
Current amount
Prior amount
Amortization of government grants
related to assets
24,873,688.07
15,686,241.90
Subsidies for profits
282,676,492.78
103,839,318.42
Total
307,550,180.85
119,525,560.32
54.Non-operating expenses
Items
Current amount
Prior amount
Loss on disposal of non-current asset
40,689,452.41
30,258,846.12
Charitable donation expenses
14,785,616.95
9,415,000.00
Others
40,441,092.69
62,600,130.44
Total
95,916,162.05
102,273,976.56
55. Income tax expense
(1)Table of income tax expense
Unit and Currency: RMB
Items
Current amount
Prior amount
Current income expense
1,123,894,772.94
1,459,762,777.16
Deferred tax income
-71,125,354.97
67,723,968.46
Total
1,052,769,417.97
1,527,486,745.62
(2) Adjustment process of accounting profit and income tax expenses
Unit and Currency: RMB
Items
Current amount
Total profit
6,974,858,906.80
Income tax expenses calculated at
statutory/applicable tax rate
1,743,714,727.07
Impact from different tax rates applicable to
subsidiaries
-591,361,323.79
Impact from adjustment to income tax in prior
periods
-123,932,932.55
Effect from non-taxable income
-127,889,968.81
Impact from non-deductible costs, fees and losses
55,762,067.59
Impact from utilization of deductible losses of
unrecognized deferred income tax assets in prior
periods
Impact from deductible temporary differences or
losses of unrecognized deferred income tax assets
in the current period
102,383,851.62
Effect of write-off of deferred income taxes
-15,455,331.34
Others
9,548,328.18
Income tax expenses
1,052,769,417.97
Qingdao Haier Co., Ltd.
2015 Annual Report
200 / 239
56. Other comprehensive income
For details, please refer to item 42 of note VII.
57. Cash received from other operating related activities
Unit and Currency: RMB
Items
Current amount
Deposits and securities
51,048,407.70
Government grants
282,676,492.78
Non-operating income excluding government grants
125,231,972.76
Interest income
519,444,538.53
Others
6,606,689.62
Total
985,008,101.39
58. Cash paid to other operation related activities
Unit and Currency: RMB
Items
Current amount
Cash paid on operating expenses
6,843,398,032.30
Cash paid on management expenses
3,482,472,539.26
Cash paid on financial expenses
49,228,152.40
Non-operating expenses
51,429,955.11
Others
161,261,260.81
Total
10,587,789,939.88
59. Cash received from other investment related activities
Unit and Currency: RMB
Items
Current amount
Government grants related to assets
10,972,523.38
Total
10,972,523.38
60. Cash paid on other investment related activities
Unit and Currency: RMB
Items
Current amount
Cash paid on disposal of subsidiaries
81,334,939.43
Others
266,802.77
Total
81,601,742.20
61. Cash received from other financing related activities
Unit and Currency: RMB
Items
Current amount
Cash received from leaseback business
17,063,242.50
Total
17,063,242.50
62. Cash paid to other financing related activities
Unit and Currency: RMB
Items
Current amount
Cash paid on repurchasing shares
47,396,706.70
Cash paid on repurchasing stock option
75,990,821.27
Cash paid on financial lease
30,673,525.83
Others
381,748.18
Qingdao Haier Co., Ltd.
2015 Annual Report
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Total
154,442,801.98
63. Explanation on net profit adjusted to cash flows of operating activities
Unit and Currency: RMB
Supplementary Information
Current amount
Prior amount
1.Net profit adjusted to cash flows
of operating activities
Net profit
5,922,089,488.83
7,048,901,343.00
Plus: provisions for assets impairment
318,011,645.05
223,184,511.75
Depreciation of fixed assets,
depreciation of oil and gas assets,
depreciation of productive bio-assets
954,472,334.59
779,154,506.13
Amortization of intangible assets
54,390,991.97
50,961,678.41
Amortization of long term expenses
payable
44,695,125.22
29,638,858.21
Loss on disposal of fixed assets,
intangible assets and other long term
assets (―-‖represents ―gains―)
-10,303,274.69
-48,412,936.61
Loss on write-off of fixed assets
(―-‖represents ―gains ―)
Loss on change of fair value
(―-‖represents ―gains ―)
90,223,059.50
-112,363,366.12
Financial expenses (―-‖represents
―increase ―)
119,256,405.78
153,759,585.82
Loss on investments (―-‖represents
―gains ―)
-1,320,302,216.61
-1,192,580,008.87
Decrease of deferred income tax
assets (―-‖represents ―gains ―)
-58,736,355.41
3,728,000.79
Increase of deferred income tax
liabilities (―-‖represents ―decrease ―)
-12,388,999.56
63,995,967.67
Decrease of inventories
(―-‖represents ―gains ―)
372,583,766.58
-943,420,407.08
Decrease of operational account
receivables (―-‖represents ―gains ―)
4,490,806,802.27
-1,561,278,073.97
Increase of operational account
payables (―-‖represents ―decrease ―)
-5,183,054,157.18
2,010,844,166.64
Others
-202,144,003.41
263,247,472.58
Net cash flows generated from
operational activities
5,579,600,612.93
6,769,361,298.35
2. Significant investment and
financing activities not involving
cash inflows and outflows
Capital transferred from debts
789,445,397.59
Convertible corporate bonds due
within 1 year
776,318,964.06
Financial leased fixed assets
24,232,599.76
3. Changes of cash and cash
equivalents:
Cash balance at the end of the period
24,682,826,504.09
31,120,319,710.77
Less: cash balance at the beginning of
the period
31,120,319,710.77
20,974,450,271.64
Add: cash equivalents balance at the
end of the period
Qingdao Haier Co., Ltd.
2015 Annual Report
202 / 239
Less: cash equivalents balance at the
beginning of the period
Net increase of cash and cash
equivalents
-6,437,493,206.68
10,145,869,439.13
64. Cash and cash equivalents
Items
Closing balance
Opening balance
I. Cash
24,682,826,504.09
31,120,319,710.77
Including:: cash on hand
448,890.79
667,833.83
Bank deposit available for payment at
any time
24,622,416,375.45
31,118,679,107.93
Other cash fund available for payment
at any time
59,961,237.85
972,769.01
II. Cash equivalents
Including: bond investment due within
three months
Ⅲ. Closing balance of cash and cash
equivalents
24,682,826,504.09
31,120,319,710.77
Including: restricted cash and
equivalents used by the parent company
or subsidiaries of the Group
65. Foreign Currency Items
Items
Closing balance
Opening balance
Foreign
currency
balance
Exchange
rate
RMB balance
Foreign currency
balance
Exchange
rate
RMB balance
Monetary capital
Dollar
382,814,217.61
6.4936
2,485,842,403.49
584,183,095.23
6.1190
3,574,616,359.73
Euro
23,695,633.42
7.0952
168,125,258.25
41,752,731.40
7.4556
311,291,664.27
Yen
1,519,376,567.61
0.053875
81,856,412.58
3,577,239,388.37
0.051371
183,766,364.62
Others
593,664,319.50
480,513,197.43
Sub-total
3,329,488,393.82
4,550,187,586.05
Receivables
Dollar
60,073,515.58
6.4936
390,093,380.78
32,173,707.03
6.1190
196,870,913.30
Euro
78,420,140.64
7.0952
556,406,581.87
71,043,423.47
7.4556
529,671,348.02
Yen
5,056,219,138.00
0.053875
272,403,806.06
8,044,496,625.72
0.051371
413,253,836.16
Others
1,459,452,977.77
1,577,781,202.59
Sub-total
2,678,356,746.48
2,717,577,300.07
Short-term borrowings
Dollar
29,279,006.04
6.4936
190,126,153.60
34,923,222.99
6.1190
213,695,201.45
Euro
14,673,870.97
7.0952
104,114,049.31
17,781,421.68
7.4556
132,571,167.48
Yen
6,396,593,092.71
0.053875
344,616,452.87
17,029,608,144.67
0.051371
874,828,000.00
HK
Dollars
1,194,471,484.84
0.8378
1,000,728,210.00
1,247,000,000.00
0.7889
983,758,300.00
Others
119,091,405.25
61,322,381.41
Sub-total
1,758,676,271.03
2,266,175,050.34
Payables
Dollar
113,082,834.29
6.4936
734,314,692.73
142,790,224.82
6.1190
873,733,385.67
Qingdao Haier Co., Ltd.
2015 Annual Report
203 / 239
Euro
50,236,492.28
7.0952
356,437,960.06
105,791,736.53
7.4556
788,740,870.87
Yen
4,698,797,257.13
0.053875
253,147,702.23
5,333,730,559.14
0.051371
273,999,072.55
Others
1,008,890,397.28
1,057,481,668.02
Sub-total
2,352,790,752.30
2,993,954,997.11
Long-term borrowings
Dollar
Euro
Yen
5,517,239,780.97
0.053875
297,241,293.20
Others
Sub-total
297,241,293.20
VIII. Changes of consolidation scope
1.The consolidation of enterprises under non-common control
√Applicable □Not Applicable
(1).
The consolidation of enterprises under non-common control occurred in the period
√Applicable □Not Applicable
Unit and Currency: RMB
Name of
acquiree
Date
of
equity
acquis
ition
Cost of
equity
acquisition
Proporti
on of
equity
acquired
(%)
Method
of
equity
acquisiti
on
Date of
purchase
Recognition
basis as at
the date of
purchase
Income of
acquiree from
the
date of
acquisition
to the end of
the
period
Net profit of
acquiree from
the
date of
acquisition
to the end of the
period
Shengfeng
Logistics
Group
Co.,
Ltd
2015.
1
675,144,595
58.08
Outsour
ced
2015-01-
01
The relevant
rights and
Obligations
of target
interest have
transferred
into the
Company
1,418,342,315
.09
16,178,900.16
(2).
Combination costs and goodwill
√Applicable □Not Applicable
Unit and Currency: RMB
Combination costs
Shengfeng Logistics Group Co., Ltd
-- Cash
605,144,595.00
-- Fair value of the non-cash asset
-- The fair value of issued or assumed debt
-- The fair value of issued equity securities
-- Fair value of contingent considerations
70,000,000.00
-- The fair value of the shares held prior to the date
of purchase
--Others
Total combination costs
675,144,595.00
Less: share of fair value of identifiable assets
357,189,904.31
Amount of goodwill /combination costs which is
less than its share of the fair value of identifiable
net assets acquired
317,954,690.69
Qingdao Haier Co., Ltd.
2015 Annual Report
204 / 239
(3) Identifiable assets and liabilities of the acquiree as at the acquisition date
Items
Shengfeng Logistics Group Co., Ltd
Fair value as at the date of
acquisition
Book value as at the date of
acquisition
Monetary Capital
27,357,283.97
27,357,283.97
Trading financial assets
71,687.17
71,687.17
Bills receivables
6,084,722.00
6,084,722.00
Trade receivables
227,842,735.94
227,842,735.94
Other receivables
321,688,172.93
321,688,172.93
Prepayment
73,446,979.71
73,446,979.71
Inventories
1,206,280.62
1,206,280.62
Fixed assets
199,354,775.70
199,354,775.70
Construction in progress
11,518,221.48
10,391,738.48
Intangible assets
53,838,749.06
44,209,000.67
Long-term equity investment
84,327,829.45
84,327,829.45
Other long-term assets
33,080,318.61
33,080,318.61
Less: borrowings
-160,400,000.00
-160,400,000.00
Trade payables
-119,156,731.39
-119,156,731.39
Taxes payables
-13,635,046.88
-13,635,046.88
Interests payables
-258,527.64
-258,527.64
Other payables
-53,753,792.48
-53,753,792.48
Payroll payables
-17,062,425.22
-17,062,425.22
Payment received in advance
-1,944,121.19
-1,944,121.19
Other long-term debts
-43,843,123.31
-41,154,065.46
Net assets
629,763,988.53
621,696,814.99
Less: minority interest
272,574,084.22
Net assets acquired
357,189,904.31
2. The consolidation of enterprises under common control
√Applicable □Not Applicable
(1) Enterprise combination under common control occurred in the period
Name of the combined
party
The proportion
of equity
interest
acquired
in business
combination
Base of transaction
constituting
business
combination under
common control
Date of
combination
Base of combination date
Qingdao Haier Technology Co.,
Ltd
100%
Under common
control of Haier
Group Corporation
before and after the
transaction
31 December
2015
The relevant rights and
obligations of target
interest have transferred
into the Company
Haier
Singapore
Investment
Holding Pte. Ltd
100%
Under common
control of Haier
Group Corporation
before and after the
transaction
31 December
2015
The relevant rights and
obligations of target
interest have transferred
into the Company
Continued
Qingdao Haier Co., Ltd.
2015 Annual Report
205 / 239
Name of combined party
Revenue of
combined
party from the
beginning of the
combined period to
the date of
combination
Net profit of
combined party from
the beginning of the
combined period to
the date of
combination
Revenue of
combined party
in the
comparison
period
Net profit of
combined
party in the
comparison
period
Qingdao Haier Technology Co.,
Ltd
29,678,337.93
9,420,101.15
34,470,710.63
-703,428.95
Haier
Singapore
Investment
Holding Pte Ltd
12,664,648,640.95
223,861,382.94
11,343,182,086.06
347,675,454.56
(2) Combination costs
Combination
costs
Qingdao Haier Technology Co., Ltd
Haier Singapore Investment
Holding Pte Ltd
------ Cash
9,500,000.00
4,873,700,000.00
(3) Assets and liabilities of the combined party
√Applicable □Not Applicable
Unit and Currency: RMB
Qingdao Haier Technology Co., Ltd
Haier Singapore Investment Holding Pte Ltd
As at the
combination date
At the end of
last period
As at the
combination date
At the end of
last period
Assets:
24,027,026.52
11,363,453.80
7,618,655,750.87
7,285,203,936.83
Monetary
capital
22,079,264.89
4,024,301.80
1,763,623,141.19
2,584,817,169.51
Accounts
receivable
1,686,242.06
7,004,525.82
2,478,337,466.97
2,104,312,146.26
Inventories
1,666,319,312.42
1,490,182,775.29
Fixed assets
152,163.23
168,638.07
754,928,659.99
402,015,800.74
Intangible
assets
91,148.61
161,092.82
42,643,589.34
35,742,000.55
Trading
financial assets
22,015,240.31
103,668,887.71
Other current
assets
387,378,681.29
186,453,623.96
Available-for-s
ale financial
assets
1,469,316.23
1,339,735.12
Long-term
equity
investment
201,396,792.25
23,986,803.71
Construction in
progress
164,985,677.33
255,358,596.06
Other
long-term
assets
18,207.73
4,895.29
135,557,873.55
97,326,397.92
Liabilities:
7,209,864.49
3,966,392.92
4,833,770,663.30
4,470,256,479.12
Borrowings
1,057,138,548.02
1,283,267,211.48
Amount
payables
1,535,176.80
3,510,743,568.12
2,872,288,681.59
Trading
financial assets
2,082,640.05
7,707,414.12
42,686.85
Qingdao Haier Co., Ltd.
2015 Annual Report
206 / 239
Staff
remuneration
payable
1,915,123.66
2,148,253.86
67,178,224.44
63,954,326.38
Taxes payable
3,759,564.03
-264,500.99
20,787,463.33
77,143,159.56
Other
long-term
liabilities
170,215,445.27
173,560,413.26
Net assets
16,817,162.03
7,397,060.88
2,784,885,087.57
2,814,947,457.71
Less: minority
interest
41,869,546.18
34,585,696.89
Net assets
acquired
16,817,162.03
7,397,060.88
2,743,015,541.39
2,780,361,760.82
3. Disposal of subsidiaries
Single disposal of investments in subsidiaries representing loss of control:
Name of subsidiaries
Qingdao Haier Special
Steel Plate Research
and Development Co.,
Ltd.
Hefei Haier Special Steel
Plate Research
and Development Co.,
Ltd.
Shenzhen Leader
Chuang Zhi Jia
Technology Company
Limited
Consideration for disposal of equity
interest
224,000,000.00
266,000,000.00
260,500,000.00
Proportion of equity disposal
70.00%
70.00%
62.89%
Method of equity disposal
Transfer
Transfer
Transfer
Date of loss-of-control
2015/11/30
2015/11/30
2015/10/31
Basis of determination of date of
loss-of-control
The relevant rights and
obligations of target
interest have been
transferred
The relevant rights and
obligations of target
interest have been
transferred
The relevant rights and
obligations of target
interest have been
transferred
Difference
between
disposal
consideration and its share of net assets
of the subsidiary in the consolidated
financial statements as respect to the
disposal of investment
83,977.36
80,459,085.31
246,387,461.25
Proportion of remaining equity on the
date of loss of control
30%
30%
22.11%
Carrying amount of remaining equity
on the date of loss of control
95,964,009.69
79,517,534.87
6,631,680.00
Fair value of remaining equity on the
date of loss of control
95,964,009.69
114,176,814.54
21,173,548.79
Gain or loss from remeasurement of
remaining equity at fair value
(deduction of income tax effect)
29,460,387.72
10,906,401.59
Method and key assumptions of fair
value of remaining equity on the date
of loss of control
Third party
valuation report
Third party
valuation report
Third party
valuation report
Amount transferred from other
comprehensive income relating to
equity investment of original
subsidiary to profit and loss of
investment
continued
Name of subsidiaries
Suzhou Haipeng
E-commerce Co.,
Ltd.
SHC
International
(HK) Ltd.
Ocean Vast
Enterprises Ltd.
9 Goodaymart
joint ventures
Consideration for disposal of equity
interest
3,780,000.00
-
HK$ 350,100
7,590,000.00
Proportion of equity disposal
70%
63%
51%
51%
Method of equity disposal
Transfer
Transfer
Transfer
Transfer
Qingdao Haier Co., Ltd.
2015 Annual Report
207 / 239
Date of loss-of-control
2015/5/31
2015/1/1
2015/1/1
2015/1/1
Basis of determination of date of
loss-of-control
The relevant
rights and
obligations of
target interest
have been
transferred
The relevant
rights and
obligations of
target interest
have been
transferred
The relevant
rights and
obligations of
target interest
have been
transferred
The relevant
rights and
obligations of
target interest
have been
transferred
Difference
between
disposal
consideration and its share of net assets
of the subsidiary in the consolidated
financial statements as respect to the
disposal of investment
8,972,905.85
-284,160.60
-15,523,245.37
IX. Interests in other entities
1. Interests in subsidiaries
√Applicable □Not Applicable
(I) Composition of the Group
Name of
subsidiaries
Principal
place
of business
Registrati
on place
Business
nature
Shareholding
percentage
Percentage
of
voting rights
Acquisiti
on
method
Direct
Indirect
Haier Electronics
Group Co., Ltd.
Mainland of
China
Bermuda
Manufacture
and sale of
washing
machines
and water
heaters, and
integrated
channel
services
business
14.06%
29.78%
55.89%
common
control
combinat
ion
Haier Singapore
Investment
Holding Pte Ltd
Singapore
Singapore
Household
appliances
production
distribution
business
100.00%
100.00%
common
control
combinat
ion
Qingdao Haier
Air Conditioner
Gen Corp., Ltd
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Manufacture
and operation
of household
air-condition
ers
99.95%
99.95%
common
control
combinat
ion
Guizhou Haier
Electronics Co.,
Ltd.
Huichuan
District,
Zunyi
City, Guizhou
Province
Huichuan
District,
Zunyi
City,
Guizhou
Province
Manufacture
and sale of
refrigerator
59.00%
59.00%
common
control
combinat
ion
Hefei Haier
Air-conditioning
Co., Limited
Hefei Haier
Industrial
Park
Hefei
Haier
Industrial
Park
Manufacture
and sale of
air-condition
ers
100.00%
100.00%
common
control
combinat
ion
Wuhan Haier
Electronics Co.,
Ltd.
Wuhan Haier
Industrial
Park
Wuhan
Haier
Industrial
Park
Manufacture
and sale of
air-condition
ers
60.00%
60.00%
common
control
combinat
ion
Qingdao Haier
Air-Conditioner
Electronics Co.,
Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Manufacture
and sale of
air-condition
ers
100.00%
100.00%
common
control
combinat
ion
Qingdao Haier
Information
Plastic
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Manufacture
of plastic
products
100.00%
100.00%
common
control
combinat
Qingdao Haier Co., Ltd.
2015 Annual Report
208 / 239
Development Co.,
Ltd.
ion
Dalian Haier
Precision
Products Co., Ltd.
Dalian Export
Expressing
Zone
Dalian
Export
Expressing
Zone
Manufacture
and sale of
precise
plastics
90.00%
90.00%
common
control
combinat
ion
Hefei Haier
Plastic Co., Ltd.
Hefei
Economic
&
Technologica
l
Development
Area
Hefei
Economic
&
Technologi
cal
Developme
nt
Area
Manufacture
and sale of
plastic parts
94.12%
5.88%
100.00%
common
control
combinat
ion
Qingdao Haier
Moulds Co., Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Research and
manufacture
of precise
mould and
product
75.00%
25.00%
100.00%
common
control
combinat
ion
Qingdao Meier
Plastic Powder
Co., Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Manufacture
of plastic
powder,
plastic sheet
and high
performance
coatings
40.00%
60.00%
100.00%
common
control
combinat
ion
Chongqing Haier
Precision Plastic
Co., Ltd.
Jiangbei
District,
Chongqing
City
Jiangbei
District,
Chongqing
City
Plastic
products,
sheet metal
work,
electronics
and hardware
90.00%
10.00%
100.00%
common
control
combinat
ion
Chongqing Haier
Intelligent
Electronics Co.,
Ltd.
Jiangbei
District,
Chongqing
City
Jiangbei
District,
Chongqing
City
Manufacture
and sale of
electronics
and
automatic
control
system
equipment
90.00%
10.00%
100.00%
common
control
combinat
ion
Qingdao Haier
Robot Co., Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Research,
development,
manufacture
and sale of
robot and its
application,
dedicated
device and
automatic
production
line
50.00%
50.00%
common
control
combinat
ion
Qingdao Haier
Refrigerator Co.,
Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Manufacture
and
production of
fluorine-free
refrigerators
100.00%
100.00%
Establish
Qingdao Haier
Refrigerator
(International)
Co., Ltd.
Pingdu
Development
Zone,
Qingdao
Pingdu
Developme
nt
Zone,
Qingdao
Manufacture
and
production of
refrigerators
75.00%
75.00%
Establish
Qingdao
Household
Appliance
Technology and
Equipment
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Research and
development
of home
appliances
mould and
100.00%
100.00%
Establish
Qingdao Haier Co., Ltd.
2015 Annual Report
209 / 239
Research Institute
technological
equipment
Qingdao Haier
Whole Set Home
Appliance
Service Co., Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Research,
development
and sales of
health series
of small
home
appliance
98.33%
98.33%
Establish
Qingdao Haier
Intelligent
Electronics Co.,
Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Design and
development
of electronics
and
automatic
control
system
97.36%
97.36%
Establish
Qingdao Haier
Special
Refrigerator Co.,
Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Manufacture
and sales of
fluorine-free
refrigerators
100.00%
100.00%
Establish
Qingdao Haier
Dishwasher Co.,
Ltd.)
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Manufacture
and
production of
dish washing
machine and
gas stove
100.00%
100.00%
Establish
Qingdao Haier
Special Freezer
Co., Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Research,
manufacture
and sales of
freezer and
other
refrigeration
products
96.06%
96.06%
Establish
Dalian Haier
Air-conditioning
Co., Ltd.
Dalian Export
Expressing
Zone
Dalian
Export
Expressing
Zone
Manufacture
and
production of
air-condition
ers
90.00%
90.00%
Establish
Dalian Haier
Refrigerator Co.,
Ltd.
Dalian Export
Expressing
Zone
Dalian
Export
Expressing
Zone
Manufacture
and
production of
refrigerators
90.00%
90.00%
Establish
Qingdao Haier
Electronic Plastic
Co., Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Development
, assembling
and sales of
plastics,
electronics
and product
80.00%
80.00%
Establish
Wuhan Haier
Freezer Co., Ltd.
Wuhan
Economic &
Technologica
l
Development
Zone
High-tech
Industrial
Park
Wuhan
Economic
&
Technologi
cal
Developme
nt
Zone
High-tech
Industrial
Park
Research,
manufacture
and sales of
freezer and
other
refrigeration
products
95.00%
5.00%
100.00%
Establish
Qingdao Haidarui
Procurement
Service Co., Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Development
, purchase
and sales of
electrical
product and
components
98.00%
2.00%
100.00%
Establish
Qingdao Haier
Qingdao
Qingdao
Development
98.91%
1.09%
100.00%
Establish
Qingdao Haier Co., Ltd.
2015 Annual Report
210 / 239
Intelligent Home
Appliance
Technology Co.,
Ltd.
High-tech
Zone
High-tech
Zone
and
application
of household
appliances,
communicati
on,
electronics
and network
engineering
technology
Chongqing Haier
Air-conditioning
Co., Ltd.
Jiangbei
District,
Chongqing
City
Jiangbei
District,
Chongqing
City
Manufacture
and sales of
air
conditioners
76.92%
23.08%
100.00%
Establish
Qingdao Haier
Precision
Products Co., Ltd.
Qianwangang
Road, Jiaonan
City
Qianwanga
ng
Road,
Jiaonan
City
Development
and
manufacture
of precise
plastic, metal
plate, mould
and
electronic
products for
household
appliances
70.00%
70.00%
Establish
Qingdao Haier
Air Conditioning
Equipment Co.,
Ltd.
Jiaonan City,
Qingdao
Jiaonan
City,
Qingdao
Manufacture
of household
appliances
and
electronics
70.00%
70.00%
Establish
Dalian Free Trade
Zone Haier
Air-conditioning
Trading Co., Ltd
Dalian Export
Expressing
Zone
Dalian
Export
Expressing
Zone
Domestic
trade
100.00%
100.00%
Establish
Dalian Free Trade
Zone Haier
Refrigerator
Trading Co., Ltd
Dalian Export
Expressing
Zone
Dalian
Export
Expressing
Zone
Domestic
trade
100.00%
100.00%
Establish
Qingdao Ding
Xin Electronics
Technology Co.,
Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt Zone
Manufacture
and sale of
electronic
Parts.
100.00%
100.00%
Establish
Chongqing Haier
Electronics Sales
Co., Ltd.
Jiangbei
District,
Chongqing
City
Jiangbei
District,
Chongqing
City
Household
appliance
sales
95.00%
5.00%
100.00%
Establish
Chongqing Haier
Refrigeration
Appliance Co.,
Ltd.
Jiangbei
District,
Chongqing
City
Jiangbei
District,
Chongqing
City
Manufacture
and
production of
refrigerator
84.95%
15.05%
100.00%
Establish
Hefei Haier
Refrigerator Co.,
Ltd.
Hefei Haier
Industrial
Park
Hefei
Haier
Industrial
Park
Manufacture
and
production of
refrigerator
100.00%
100.00%
Establish
Wuhan Haier
Energy and
Power Co., Ltd
Wuhan Haier
Industrial
Park
Wuhan
Haier
Industrial
Park
Energy
service
75.00%
75.00%
Establish
Qingdao Haier
HVAC
Engineering Co.,
Ltd
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Air-condition
ing
100.00%
100.00%
Establish
Chongqing
Gooddaymart
Electric
Appliance Sale
Jiangbei
District,
Chongqing
City
Jiangbei
District,
Chongqing
City
Sales of
household
appliances
and
51.00%
51.00%
Establish
Qingdao Haier Co., Ltd.
2015 Annual Report
211 / 239
Co., Ltd
electronics
Qingdao Haier
(Jiaozhou)
Air-conditioning
Co., Limited
Jiaozhou
City,
Qingdao
Jiaozhou
City,
Qingdao
Manufacture
and sale of
air-condition
ers
100.00%
100.00%
Establish
Qingdao Haier
Component Co.,
Ltd
Jiaozhou
City,
Qingdao
Jiaozhou
City,
Qingdao
Manufacture
and sales of
plastic and
precise sheet
metal
products
100.00%
100.00%
Establish
Haier
Shareholdings
(Hong Kong)
Limited
Hong Kong
Hong
Kong
Investment
100.00%
100.00%
Establish
Shenyang Haier
Refrigerator Co.,
Ltd.
Shenbei New
Area,
Shenyang
City
Shenbei
New
Area,
Shenyang
City
Manufacture
and sales of
refrigerator
100.00%
100.00%
Establish
Foshan Haier
Freezer Co., Ltd.
Shanshui
District,
Foshan
City
Shanshui
District,
Foshan
City
Manufacture
and sales of
freezer
100.00%
100.00%
Establish
Zhengzhou Haier
Air-conditioning
Co., Ltd.
Zhengzhou
Economic
and
Technologica
l
Development
Zone
Zhengzhou
Economic
and
Technologi
cal
Developme
nt
Zone
Manufacture
and sales of
air
conditioner
100.00%
100.00%
Establish
Qingdao
Haidayuan
Procurement
Service Co., Ltd.
Qingdao
Development
Zone
Qingdao
Developme
nt
Zone
Development
, purchase
and sales of
electrical
product and
components
100.00%
100.00%
Establish
Qingdao Haier
Intelligent
Technology
Development Co.,
Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Development
and research
of household
appliances
100.00%
100.00%
Establish
Qingdao Hai Ri
High-Tech Model
Co., Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Design,
manufacture
and sales of
product
model and
mould
75.00%
75.00%
common
control
combinat
ion
Qingdao Hai Gao
Design and
Manufacture Co.,
Ltd.
Qingdao
High-tech
Zone
Qingdao
High-tech
Zone
Industrial
design and
prototype
production
75.00%
75.00%
common
control
combinat
ion
Beijing Haier
Guangke Digital
Technology Co.,
Ltd.
Beijing
Beijing
Development
, promotion
and transfer
of
technology
55.00%
55.00%
common
control
combinat
ion
Shanghai Haier
Medical
Technology Co.,
Ltd.
Shanghai
Shanghai
Wholesale
and retail of
medical
facility
100.00%
100.00%
Establish
Qingdao Haier
Technology Co.,
Ltd.
Qingdao
Qingdao
Development
and sales of
software and
information
100.00%
100.00%
common
control
combinat
ion
Qingdao Haier Co., Ltd.
2015 Annual Report
212 / 239
product
Qingdao Haier
Technology
Investment Co.,
Ltd.
Qingdao
Qingdao
Entrepreneur
ship
investment
and
consulting
100.00%
100.00%
Establish
Qingdao Casarte
Smart Living
Appliances Co.,
Ltd.
Qingdao
Qingdao
Development
, production
and sales of
appliances
100.00%
100.00%
Establish
Qingdao
Haichuangyuan
Appliances Sales
Co., Ltd.
Qingdao
Qingdao
Sales of
household
appliances
and digital
products
100.00%
100.00%
Establish
Beijing ASU
Tech Co., Ltd.
Beijing
Beijing
Technical
services,
import and
export
business
100.00%
100.00%
Establish
Haiyike
(Beijing) Tech
Co., Ltd.
Beijing
Beijing
Technical
services,
software
development
100.00%
100.00%
Establish
Haier Overseas
Electric
Appliance Co.,
Ltd.
Qingdao
Qingdao
Sales of
household
appliances,
international
freight
forwarding
100.00%
100.00%
Establish
Qingdao Haier
Central
Air-conditioner
Co., Ltd.
Qingdao
Qingdao
Production
and sales of
air
conditioners
and
refrigeration
equipment
100.00%
100.00%
Establish
Beijing
Tongyuan
Technology
Co., Ltd.
Beijing
Beijing
Technology
development,
promotion
and transfer
100.00%
100.00%
Establish
Small
companies such
as Qingdao Hai
Heng Feng
Electrical
Appliances Sale
& Service Co.,
Ltd
All over the
country
All over
the
country
Sales of
household
appliances
Establish
Reasons for including subsidiaries which the Company has 50% or less of the equity into the scope
of consolidated financial statements:
At the end of the reporting period, the Company had substantial control over the finance and
operating decision of small companies, such as Haier Electronics Group Co., Ltd., Qingdao Hai Heng
Feng Electrical Appliances Sale & Service Co., Ltd, thus, they were included into the scope of
consolidated financial statements.
Qingdao Haier Co., Ltd.
2015 Annual Report
213 / 239
Reason for the ratio of voting rights higher than the ratio of shareholding of Haier Electronics
Group Co., Ltd.: in 2014, Qingdao Haier Investment and Development Co., Ltd. (hereinafter referred to
as ―Investment and Development‖) signed a Shareholder Voting Right Entrustment Agreement with the
Company. Investment and Development entrusted the Company to exercise the underlying shareholder
voting rights of 336,600,000 shares of Haier Electronics Group Co., Ltd. Both parties agreed that
Investment and Development will not revoke the entrustment and authorization to the Company unless
the Company issues a written notice of revoking trustee to Investment and Development.
(2) Significant non-wholly owned subsidiaries
Unit and Currency: RMB
Name of
subsidiaries
Percentage of
shareholding
of minority
shareholders (%)
Profit or loss
attributed to
minority
shareholders for the
period
Dividend declared
to minority
shareholders for the
period
Balance of
minority interest
at the end of the
period
Haier
Electronics
Group Co., Ltd.
56.16
1,589,954,949.08
200,573,175.94
9,173,408,636.09
Guizhou Haier
Electronics Co.,
Ltd.
41.00
10,827,554.19
12,300,000.00
101,700,855.57
Wuhan Haier
Electronics Co.,
Ltd.
40.00
30,554,666.63
8,000,000.00
192,742,430.20
Qingdao Haier
Refrigerator
(International)
Co., Ltd.
25.00
-3,779,586.67
78,950,314.05
(3) Main financial information of significant non-wholly owned subsidiaries
Name of
subsidiaries
Closing balance
Current assets
Non-current
assets
Total assets
Current
liabilities
Non-current
liabilities
Total liabilities
Haier
Electronics
Group Co.,
Ltd.
23,044,810,093.72
7,019,431,512.78
30,064,241,606.50
12,309,170,141.12
2,107,776,134.64
14,416,946,275.76
Guizhou
Haier
Electronic
s Co., Ltd.
314,706,629.02
43,195,339.38
357,901,968.40
109,851,101.19
109,851,101.19
Wuhan
Haier
Electronic
s Co., Ltd.
549,813,441.00
138,467,728.19
688,281,169.19
206,425,093.69
206,425,093.69
Qingdao
Haier
Refrigerat
or
278,517,080.54
55,808,808.81
334,325,889.35
18,524,633.17
18,524,633.17
Qingdao Haier Co., Ltd.
2015 Annual Report
214 / 239
(Internatio
nal) Co.,
Ltd.
Continued
Name of
subsidiaries
Opening balance
Current assets
Non-current
assets
Total assets
Current
liabilities
Non-current
liabilities
Total liabilities
Haier
Electronics
Group Co.,
Ltd.
23,409,589,144.57
3,705,899,222.63
27,115,488,367.20
12,146,570,349.37
3,028,630,902.15
15,175,201,251.52
Guizhou
Haier
Electronic
s Co., Ltd.
338,553,939.22
54,889,192.16
393,443,131.38
141,800,932.93
141,800,932.93
Wuhan
Haier
Electronic
s Co., Ltd.
689,222,958.63
143,426,976.88
832,649,935.51
407,180,526.59
407,180,526.59
Qingdao
Haier
Refrigerat
or
(Internatio
nal) Co.,
Ltd.
279,107,969.13
58,042,793.71
337,150,762.84
6,231,159.98
6,231,159.98
Name of subsidiaries
Current amount
Operating income
Net profit
Comprehensi
ve income
Cash flows from
operating
activities
Haier Electronics Group Co.,
Ltd.
62,831,627,407.20
2,821,288,343.71
29,669,272.02
2,602,853,409.58
Guizhou Haier Electronics
Co., Ltd.
1,071,734,860.12
26,408,668.76
26,016,651.42
Wuhan Haier Electronics Co.,
Ltd.
1,709,531,738.51
76,386,666.58
33,442,718.25
Qingdao Haier Refrigerator
(International) Co., Ltd.
-15,118,346.68
23,547,247.02
Continued
Name of subsidiaries
Prior amount
Operating income
Net profit
Comprehensi
ve income
Cash flows from
operating
activities
Haier Electronics Group Co.,
Ltd.
67,146,203,802.89
2,512,707,253.07
-4,410,494.34
3,018,221,639.68
Guizhou Haier Electronics Co.,
Ltd.
1,306,368,920.51
29,756,452.63
15,968,522.51
Wuhan Haier Electronics Co.,
Ltd.
2,588,103,169.17
76,132,973.02
23,109,264.39
Qingdao Haier Refrigerator
(International) Co., Ltd.
194,357,325.75
-62,199,081.59
143,390,719.69
2.
Transactions leading to the change of owners’ equity in subsidiaries but not losing the control
√Applicable □Not applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
215 / 239
(1). Explanation to the change of owners’ equity in subsidiaries:
During the period, shareholding proportion held by the Company changed as a result of the exercise of
share options and additional capital contributed by minority shareholders of Haier Electronics Group Co.,
Ltd., Qingdao Haier Special Freezer Co., Ltd., and Haiyike (Beijing) Tech Co., Ltd., all of which are
subsidiaries of the Company; shareholding proportion held by the Company also changed as a result of
unilateral increase capital contribution to Qingdao Haier Intelligent Appliances Technology Co., Ltd.,
and Haier Appliances (India) Co., Ltd. by the Company.
(2). Impact of the transactions on the minority interest and the equity attributable to owners of
the parent company:
Items
Haier Electronics Group
Co., Ltd.
Others
Total of cost of
acquisition/disposal consideration
249,239,125.42
Less: share of net assets of
subsidiaries calculated with
reference to the proportion of the
share acquired/disposed
161,323,089.29
256,445,027.40
The difference
-161,323,089.29
-7,205,901.98
Including: adjustment and
increase to capital reserve
161,323,089.29
7,205,901.98
3.
Interests in joint ventures and associates
√Applicable □Not applicable
(1).
Interests in joint ventures and associates
Unit and Currency: RMB
Name of joint ventures or
associates
Principal
place of
business
Registrat
ion place
Business
nature
Shareholding
percentage
(%)
Accounting
method for
the
investment
of joint
venture and
associates
Direc
t
Indire
ct
Haier Medical and Laboratory
Products Co., Ltd.
Qingdao
Qingdao
Medical
freezer
27.37
Equity
method
Wolong Electric Zhangqiu
Haier Motor Co., Ltd.
Zhangqi
u
Zhangqi
u
Electric
motor
manufactu
re
30
Equity
method
Haier Group Finance Co., Ltd.
Qingdao
Qingdao
Financing
42
Equity
method
Qingdao
Haier
Software
Investment Co., Ltd.
Qingdao
Qingdao
Software
developm
ent
25
Equity
method
Qingdao Haier Special Steel Plate
Research and Development Co.,
Ltd.
Qingdao
Qingdao
Manufactu
re of steel
plate
30
Equity
method
Hefei Haier Special Steel Plate
Research and Development Co.,
Ltd.
Hefei
Hefei
Manufactu
re of steel
plate
30
Equity
method
Qingdao Haier SAIF Smart Home
Industry
Investment
Center
(limited partnership)
Qingdao
Qingdao
Venture
capital
investmen
t
63
Equity
method
Qingdao Haier Co., Ltd.
2015 Annual Report
216 / 239
Haier
Tongchuang
Investment
Partnership (limited partnership)
Guangzh
ou
Guangzh
ou
Investmen
t
50
Equity
method
Qingdao HSW Water Appliance
Co., Ltd.
Qingdao
Qingdao
Sales
25
Equity
method
Qingdao Roca Water Appliance
Co., Ltd.
Qingdao
Qingdao
Sales
49
Equity
method
China
Shengfeng
Microfinance
limited in Jin’an District of Fuzhou
City
Fuzhou
Fuzhou
Microfina
nce
20
Equity
method
Fujian ATL-Shengfeng Logistics
Co., Ltd.
Fuzhou
Fuzhou
Logistics
40
Equity
method
Shenzhen
Storm
Leader
Technology Co., Ltd.
Shenzhe
n
Shenzhe
n
Sales
22
Equity
method
Konan Electronic Co., Ltd.
Hunan
Hunan
Motor
Manufactu
ring
50
Equity
method
HPZ Limited
Nigeria
Nigeria
Manufactu
re
of
household
appliances
25.01
Equity
method
HNR Company (Private) Limited
Pakistan
Pakistan
Manufactu
re
of
household
appliances
31.72
Equity
method
Beijing
Mr.
Hi
Network
Technology Company Limited
Beijing
Beijing
Technolog
y
developm
ent
25
Equity
method
(2).
Basic information and financial information of important associates
① Basic information of important associates: Haier Group Finance Co., Ltd. is established by Haier
Group Corporation and its three affiliates. Registration place and principal place of business: Qingdao
High-tech Zone Haier Park. The Company’s subsidiaries hold an aggregate of 42.00% equity interest in
Haier Group Finance Co., Ltd.
②Financial information of major associates
Items
Closing balance / Current
amount
Opening balance/Prior
amount
Haier Group Finance
Co., Ltd.
Haier Group Finance
Co., Ltd.
Current assets
56,908,243,695.90
62,826,102,544.12
Non-current assets
4,185,942,298.04
6,053,424,346.06
Total assets
61,094,185,993.94
68,879,526,890.18
Current liabilities
48,277,090,860.06
57,417,592,987.45
Non-current liabilities
4,234,302,863.48
4,476,584,039.45
Total liabilities
52,511,393,723.54
61,894,177,026.90
Minority interests
Equity
interest
attributable
to
8,582,792,270.40
6,985,349,863.28
Qingdao Haier Co., Ltd.
2015 Annual Report
217 / 239
shareholders of the parent company
Share of net assets calculated based on
shareholding percentage
3,604,772,753.58
2,933,846,942.59
Operating income
2,720,546,605.87
2,395,047,078.12
Net profit
1,523,290,481.78
1,462,326,161.93
Other comprehensive income
74,151,925.35
110,295,772.41
Total comprehensive income
1,597,442,407.13
1,572,621,934.34
Dividend received from associates
for the year
(3).
Summarized financial information of insignificant associates
Investment to associates
Closing balance /
Current
amount
Opening
balance/Prior
amount
Haier Medical and Laboratory Products Co., Ltd.
283,507,786.33
270,141,291.60
Wolong Electric Zhangqiu Haier Motor Co., Ltd.
119,968,184.53
110,995,187.75
Qingdao Haier Software Investment Co., Ltd.
17,033,872.46
16,323,729.58
Qingdao Haier SAIF Smart Home Industry
Investment Center (limited partnership)
200,266,832.77
202,000,000.00
Qingdao Haier Special Steel Plate Research and
Development Co., Ltd.
95,207,113.86
Hefei Haier Special Steel Plate Research and
Development Co., Ltd.
114,000,000.00
Beijing Mr. Hi Network Technology Company
Limited
2,606,883.28
Haier Tongchuang Investment Partnership
(limited partnership)
160,012,400.00
Qingdao HSW Water Appliance Co., Ltd.
39,437,684.81
Qingdao Roca Water Appliance Co., Ltd.
13,300,791.62
China Shengfeng Microfinance limited in Jin’an
District of Fuzhou City
78,598,195.59
Fujian ATL-Shengfeng Logistics Co., Ltd.
12,630,535.81
Shenzhen Storm Leader Technology Co., Ltd.
16,168,507.04
Konan Electronic Co., Ltd.
31,904,236.23
23,986,803.71
HPZ Limited
73,342,754.13
HNR Company (Private) Limited
96,149,801.89
Hefei Huadong Packaging Co., Ltd.
25,302,522.69
Total book value of investment
1,354,135,580.35
648,749,535.33
Total amount of the following items calculated
based on shareholding percentage
--Net profit
55,942,724.88
32,130,166.99
--Other comprehensive income
8,451,556.05
-2,930,435.77
--Total comprehensive income
64,394,280.93
29,199,731.22
X. Segment Report
√Applicable □Not applicable
The Company principally engaged in manufacture and sales of household appliances and relevant
services business, manufacture of upstream household appliances parts business and distribution of
products of third-party, logistics and after-sale business. The Company has 6 business segments,
Qingdao Haier Co., Ltd.
2015 Annual Report
218 / 239
including refrigerator segment, air-conditioner segment, washing machine segment, kitchenware and
sanitary ware segment, equipment components segment, integrated channel services segment and other
segment. The management of the Company assesses operating performance of each segment and
allocates resources according to the division. Sales between segments were mainly based on market
price.
Refrigerator segment mainly engaged in manufacture and sales of refrigerator and freezers
products.
Air-conditioner segment mainly engaged in manufacture and sales of household air conditioners
and commercial air conditioners.
Washing machine segment mainly engaged in manufacture and sales of washing machine products.
Kitchenware and sanitary ware segment mainly engaged in manufacture and sales of water heater
and kitchen appliances products.
Equipment components segment mainly engaged in procurement, manufacture and sales of
upstream matching accessories for household appliances, manufacture and sales of mould.
Segment of integrated channel services and others mainly engaged in distribution business, logistics
business, after-sale business, small home appliance business and others.
The Company’s 3rd and 4th tier markets channel business is treated as integrated channel services
and assessed separately with other segments. Accordingly, operating profit from 3rd and 4th tier markets
of refrigerator, air-conditioner, kitchenware and sanitary ware, washing machine business segment was
not reflected in operating profit of each segment.
As the centralized management under the headquarters or not being included in the assessment
scope of segment management, the total assets of segment exclude monetary capital, financial assets
held for trading, dividends receivable, other current assets, available-for-sale financial assets, long-term
equity investment, goodwill, deferred income tax assets; the total liabilities of segment exclude
long-term and short-term borrowings, financial liabilities held for trading, dividends payables, tax
payable, bonds payable, deferred income tax liabilities; operating profit of segment exclude profit/loss in
fair value and income from investment.
(1) Information of segment information
Segment information for the year of 2015 and as of 31 December 2015
Segment
information
Air-conditioner
segment
Refrigerator
segment
Kitchenware and
sanitary ware
segment
Washing
machine
segment
Segment revenue
16,623,263,912.64
25,353,653,900.06
5,788,906,482.77 15,740,751,019.45
Including:
revenue from
external
consumers
6,341,544,098.49
10,081,565,549.44
1,071,717,018.93
4,897,345,078.20
Inter-segment
revenue
10,281,719,814.15
15,272,088,350.62
4,717,189,463.84 10,843,405,941.25
Total segment
operating cost
16,258,478,653.85
23,262,032,956.30
5,133,865,136.46 14,284,872,060.44
Qingdao Haier Co., Ltd.
2015 Annual Report
219 / 239
Segment
operating profit
364,785,258.79
2,091,620,943.76
655,041,346.31
1,455,878,959.01
Total segment
assets
6,107,428,454.78
6,110,718,160.02
2,130,388,494.57
4,284,563,989.36
Total segment
liabilities
3,997,986,679.58
6,217,133,445.17
1,541,249,731.32
2,255,451,123.87
Continued
Segment
information
Equipment
components segment
Segment of
integrated
channel
services and
others
Inter-segment
elimination
Total
Segment revenue
30,510,178,653.76
73,680,295,098.27 -77,749,534,982.29
89,947,514,084.66
Including:
revenue
from external
consumers
2,100,221,913.89
65,455,120,425.71
89,947,514,084.66
Inter-segment
revenue
28,409,956,739.87
8,225,174,672.56 -77,749,534,982.29
Total
segment
cost
29,968,099,587.42
73,014,812,425.67 -77,396,079,057.15
84,526,081,762.99
Segment profit
542,079,066.34
665,482,672.60
-353,455,925.14
5,421,432,321.67
Total
segment
assets
14,782,886,743.90
22,179,686,713.16 -15,068,970,516.46
40,526,702,039.33
Total
segment
liabilities
19,020,827,626.04
20,223,679,095.98 -14,140,358,350.64
39,115,969,351.32
Segment information for the year of 2014 and as of 31 December 2014
Segment
information
Air-conditioner
segment
Refrigerator
segment
Kitchenware and
sanitary ware
segment
Washing
machine
segment
Segment revenue
19,765,699,327.37
26,382,928,039.46
5,635,160,017.75 15,694,184,750.60
Including: revenue
from
external
consumers
6,468,804,139.96
10,903,551,930.59
991,210,568.51
5,345,676,232.92
Inter-segment
revenue
13,296,895,187.41
15,479,376,108.87
4,643,949,449.24 10,348,508,517.68
Total segment cost
18,975,141,221.03
24,323,833,747.22
5,026,020,068.83 14,257,949,190.46
Segment profit
790,558,106.34
2,059,094,292.24
609,139,948.92
1,436,235,560.14
Total
segment
assets
5,579,677,929.54
7,570,105,286.06
1,525,338,071.19
4,207,163,131.38
Total
segment
liabilities
3,898,364,094.73
6,760,589,840.82
1,472,655,683.43
2,360,136,721.84
Continued
Segment
Equipment
Segment of
Inter-segment
Total
Qingdao Haier Co., Ltd.
2015 Annual Report
220 / 239
information
components
segment
integrated
channel
services and
others
elimination
Segment
revenue
33,588,605,445.91
72,855,666,416.37 -76,992,480,103.10
96,929,763,894.36
Including:
revenue from
external
consumers
4,722,654,407.97
68,497,866,614.41
96,929,763,894.36
Inter-segment
revenue
28,865,951,037.94
4,357,799,801.96 -76,992,480,103.10
Total segment
cost
32,847,795,174.41
71,297,684,265.42 -76,794,043,097.11
89,934,380,570.26
Segment profit
740,810,271.50
1,557,982,150.95
-198,437,005.99
6,995,383,324.10
Total segment
assets
18,073,539,645.32
14,322,347,023.41
-7,111,558,603.30
44,166,612,483.60
Total segment
liabilities
23,098,480,393.55
12,953,797,746.35
-6,019,796,049.28
44,524,228,431.44
(2) Geographical information
―Other countries/regions‖ in this report refers to all other countries/regions (including Hong Kong
and Macau Special Administration Region and Taiwan) other than the mainland China for the purpose
of information disclosure.
External transaction
income
For the year 2015
For the year 2014
Mainland China
71,297,057,103.80
78,233,675,569.40
Other countries/regions
18,650,456,980.86
18,696,088,324.96
Total
89,947,514,084.66
96,929,763,894.36
Continued
Total non-current
assets
31 December 2015
31 December 2014
Mainland China
10,899,308,703.78
9,582,602,315.11
Other countries/regions
1,033,929,423.11
732,673,229.33
Total
11,933,238,126.89
10,315,275,544.44
The total non-current assets exclude: available-for-sale financial assets, long-term equity investment,
goodwill, deferred income tax assets.
XI. Disclosure of fair value
√Applicable □Not applicable
1. Fair value of assets and liabilities at fair value at the end of the period
Items
Fair value at the end of the period
Level 1
Level 2
Total
Recurring fair value measurement
Qingdao Haier Co., Ltd.
2015 Annual Report
221 / 239
I. Financial asset designated to be measured
by fair value and change of which is recorded
in current profit and loss
22,069,897.04
22,069,897.04
II. Financial liability designated to be
measured by fair value and change of which is
recorded in current profit and loss
7,707,414.12
7,707,414.12
III. Available-for-sale financial assets
30,558,837.86 1,423,434,405.53 1,453,993,243.39
1. Basis for determination of level 1 fair value at recurring and non-recurring fair measurement
Unadjusted quoted prices of similar assets or liabilities in active markets as at the measurement
date.
2. Qualitative and quantitative information about valuation technique and key parameters of
level 2 fair value at recurring and non-recurring fair measurement
Inputs other than quoted prices included within level 1 that are observable for the assets or
liabilities, either directly or indirectly.
XII. Related parties and connected transactions
According to Accounting Standards for Business Enterprises No. 36 — Related Party Disclosures,
parties are considered to be related if one party has the ability to control or jointly control the other party
or exercise significant influence over the other party. Parties (two or more than two) are also considered
to be related if they are subject to common control, joint control or significant influence.
According to Management Practices for Information Disclosure of Listed Companies (China
Securities Regulatory Commission Order No. 40), in certain occasions, related legal person and natural
person will be identified as related parties.
1. Information about the parent company of the Company and persons acting in concert with
the parent company
Name of
enterprise
Types
of
entity
Registered
address
Registered
capital
Legal
represe
ntative
Relationshi
p with the
Company
Equity
interest
in the
Company
Voting
share in
the
Company
Haier Group
Corporation
Collecti
vely-o
wned
enterpri
se
Qingdao
High-tech
Zone Haier
Park
311,180,000
Zhang
Ruimin
Parent
company
17.52%
17.52%
Haier Electric
Appliances
International
Co., Ltd.
Joint
stock
compan
y
Qingdao
High-tech
Zone Haier
Park
631,930,635
Zhang
Ruimin
Persons
acting in
concert with
the parent
company
20.56%
20.56%
Qingdao Haier
Limited
Qingdao Free
30,000,000
Zhang
Persons
2.62%
2.62%
Qingdao Haier Co., Ltd.
2015 Annual Report
222 / 239
Venture &
Investment
Information Co.,
Ltd.
liability
compan
y
Trade Zone
Ruimin
acting in
concert with
the parent
company
Qingdao Haier
Kitchen
Facilities Co.,
Ltd
Limited
liability
compan
y
Qingdao
Economics
and
Technology
Developing
Zone
105,000,000
Lu
Xiaobi
n
Persons
acting in
concert with
the parent
company
0.19%
0.19%
2. Information about subsidiaries of the Company
Detailed information of subsidiaries is disclosed in item 1 of note IX. Interests in subsidiaries
3. Information about associates and joint ventures
Information about the associates and joint ventures of the Company are set out in item 11 of note
VII and item 3 of note IX.
4. Related companies without controlling relationship
Name of enterprises
Relationship with the
Company
FISHER&PAYKEL APPLIANCES LIMITED
Subsidiary of Haier Group
FISHER&PAYKEL AUSTRALIA PTY
Subsidiary of Haier Group
HAH(HK) Company Limited
Subsidiary of Haier Group
HAIER INFORMATION APPLIANCES S.R.L.
Subsidiary of Haier Group
HAIER INTERNATIONAL CO., LTD
Subsidiary of Haier Group
HAIER INTERNATIONAL(HK)LTD.
Subsidiary of Haier Group
Feima Electronic (Qingdao) Co., Ltd.
Subsidiary of Haier Group
Haier Group (Dalian) Electrical Appliances Industry Co., Ltd.
Subsidiary of Haier Group
Haier Group Finance Co., Ltd.
Subsidiary of Haier Group
Haier Group Electric Appliance Industry Co., Ltd
Subsidiary of Haier Group
Haier Group Technology Research and Development Center
Subsidiary of Haier Group
Haier Energy Power Co., Ltd.
Subsidiary of Haier Group
Haier Brothers Animation Industry Co., Ltd.
Subsidiary of Haier Group
Hefei Haier Logistics Co., Limited
Subsidiary of Haier Group
Laiyang Haier Electrical Co. Ltd.
Subsidiary of Haier Group
Lizhu Haier Built Facilities (Qingdao) Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier Fungchoi Exquisite Indian Express Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier Tooling Development and Manufacturing Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier International Travel Agency Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier International Trading Co., Ltd
Subsidiary of Haier Group
Qingdao Haier Household Integration Co., Ltd
Subsidiary of Haier Group
Qingdao Haier Co., Ltd.
2015 Annual Report
223 / 239
Qingdao Haier Parts Procurement Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier Software Investment Co., Ltd.
Subsidiary of Haier Group
Haier Medical and Laboratory Products Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier Special Plastic Development Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier Logistics Consulting Co., Ltd.
Subsidiary of Haier Group
Qingdao Haier New Material Research and Development Co., Ltd.
Subsidiary of Haier Group
Qingdao Haiyongda Property Management Co., Ltd.
Subsidiary of Haier Group
Goodaymart Electronics Co., Ltd.
Subsidiary of Haier Group
Mitsubishi Heavy Industries Haier (Qingdao) Air-conditioners Co., Ltd.
Subsidiary of Haier Group
Xingyang International Co., Ltd.
Subsidiary of Haier Group
BRAVE LION (HK) LIMITED
Subsidiary of Haier Group
Chongqing Haier Electrical Appliances Sales Co., Ltd.
Subsidiary of Haier Group
Chongqing Haier Logistics Co., Ltd.
Subsidiary of Haier Group
Konan Electronic Co., Ltd.
Joint venture
HNR Company (Private) Limited
Joint venture
Qingdao Haier Special Steel Plate Research and Development Co.,
Ltd.
Joint venture
Hefei Haier Special Steel Plate Research and Development Co., Ltd.
Joint venture
Wolong Electric Zhangqiu Haier Motor Co., Ltd.
Joint venture
1.
Information on related transaction
(1). Connected transactions regarding purchase and sale of goods and rendering and receipt of
services
√Applicable □Not applicable
1. Details about procurement of goods and services made by the Company from related parties are
set out as follows:
Related parties
Current amount
Prior amount
Qingdao Haier Parts Procurement Co.,
Ltd.
6,675,153,029.96
12,881,805,063.32
Chongqing Haier Electrical Appliances
Sales Co., Ltd.
5,503,218,700.70
4,965,913,649.03
Chongqing Haier Logistics Co., Ltd.
1,628,537,521.70
2,414,391,500.84
Qingdao Haier International Trading Co.,
Ltd
960,755,418.06
1,292,105,147.38
Haier Group (Dalian) Electrical
Appliances Industry Co., Ltd.
1,271,334,765.31
1,091,225,602.49
Haier Group Electrical Appliances
Industry Co., Ltd.
4,199,545,118.50
3,083,247,568.19
Haier Energy Power Co., Ltd.
452,034,595.44
453,685,752.74
Qingdao Haier Household Integration
Co., Ltd
156,111,132.01
6,663,186.20
Haier Group Technology Research and
36,542,616.47
223,799,546.72
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Development Center
Qingdao Haier Special Plastic
Development Co., Ltd.
607,921,553.32
523,127,531.98
Qingdao Haiyongda Property
Management Co., Ltd.
169,008,958.41
193,198,934.77
Wolong Electric Zhangqiu Haier Motor
Co., Ltd.
573,416,379.71
286,450,137.02
Hefei Haier Logistics Co., Limited
1,166,640,621.44
147,804,207.71
HAIER INTERNATIONAL CO., LTD
389,354,690.48
1,584,193,730.40
HAIER INFORMATION APPLIANCES
S.R.L.
227,035,537.04
334,319,232.06
HAIER INTERNATIONAL(HK)LTD.
216,381,269.39
184,811,362.19
HNR Company (Private) Limited
1,004,079,518.17
903,062,781.53
Konan Electronic Co., Ltd.
216,902,186.20
92,733,415.93
Other related parties
2,162,156,392.11
2,043,988,872.48
Total
27,616,130,004.42
32,706,527,222.98
2. Details about selling goods to related parties by the Company are set out as follows:
Name of related parties
Current amount
Prior amount
Haier Group Electric Appliance Industry
Co., Ltd
2,958,400,103.88
5,616,759,920.69
Qingdao Haier Parts Procurement Co.,
Ltd.
76,087,939.66
2,131,489,369.07
Haier Group (Dalian) Electrical
Appliances Industry Co., Ltd.
1,128,406,336.11
1,301,911,526.72
Chongqing Haier Logistics Co., Ltd.
23,235,938.29
438,682,830.04
Qingdao Haier New Material Research
and Development Co., Ltd.
476,339,702.18
406,578,922.37
Wolong Electric Zhangqiu Haier Motor
Co., Ltd.
583,990,560.40
359,445,959.19
Qingdao Haier Special Plastic
Development Co., Ltd.
175,369,533.76
117,572,897.25
Qingdao Haier International Travel
Agency Co., Ltd.
110,651,599.25
107,499,395.32
Qingdao Haier Tooling Development
and Manufacturing Co., Ltd.
109,459,024.01
118,624,452.63
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2015 Annual Report
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QINGDAO HAIER INTERNATIONAL
TRADING CO., LTD.
487,308,824.30
127,698,599.08
HAIER INTERNATIONAL CO., LTD
37,525,630.99
129,914,421.73
HAH(HK) Company Limited
55,764,041.30
FISHER&PAYKEL AUSTRALIA PTY
316,305,245.47
Other related parties
1,081,121,611.73
725,950,476.01
Total
7,564,202,050.03
11,637,892,811.40
(2). Other connected transactions
(1) One of the Company’s subsidiaries entered into a loan contract with Haier Group Finance Co., Ltd.
The borrowed amount as of 31 December 2015 was RMB1,048 million and the accrued interest and fees
payable to Haier Group Finance Co., Ltd. in 2015was RMB34.22 million.
(2) Information about the guarantor of the Company’s ending guaranteed borrowing who is a related
party:
Borrower
Borrowed
amount
Guarantor
Haier
Shareholdings
(Hong
Kong) Limited
1,000,728,210.00
Haier Group Corporation
Total
1,000,728,210.00
(3) The accrued interest income from bank deposits with Haier Group Finance Co., Ltd. deposited by the
Company and its subsidiaries in the full year of 2015 was RMB258.38 million.
(4) Qingdao Haier Goodaymart Logistic Co., Ltd., a subsidiary of the Company and other companies
provided logistics services to other related companies under Haier Group, the logistics income for the
year of 2015 was RMB128.71 million, and that for the year of 2014 was RMB103.62 million.
(5) Leasing
Lessees
Lessors
Application of leased
assets
Lease
expense
recognized
for
the
period
Subsidiary
of
the
Company
Qingdao
Haier
Investment
and
Development Co., Ltd.
and its subsidiaries
Production
and
operation
23,869,740.00
Subsidiary
of
the
Company
Other companies of
Haier Group
Production
and
operation
71,904,383.56
Total
/
/
95,774,123.56
2.
Amounts due from/to related parties
√Applicable □Not applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
226 / 239
Items and name of consumers
Ending balance
Beginning balance
Bills receivables:
Haier Group Electric Appliance
Industry Co., Ltd
580,500,000.00
380,000,000.00
Wolong Electric Zhangqiu Haier
Motor Co., Ltd.
79,410,269.85
Other related parties
1,792,043.36
Dividends receivables:
Wolong Electric Zhangqiu Haier
Motor Co., Ltd.
50,000,000.00
50,000,000.00
Qingdao Haier Software
Investment Co., Ltd.
4,524,472.84
4,524,472.84
Qingdao Haier Special Steel
Plate Research and
Development Co., Ltd.
6,301,362.54
Trade receivables:
Items and name of consumers
Carrying
balance
Provision for
bad debts
Carrying
balance
Provision for
bad debts
Haier Group Electric Appliance
Industry Co., Ltd
174,630,258.08
8,731,512.90
1,474,306,101.96
73,715,305.10
Haier Group (Dalian) Electrical
Appliances Industry Co., Ltd.
207,921,660.16
10,396,083.01
221,964,815.34
11,098,240.77
Qingdao Haier Parts
Procurement Co., Ltd.
763,720.68
38,186.03
12,075,463.81
603,773.19
Chongqing Haier Logistics Co.,
Ltd.
9,597.75
479.89
2,484,717.32
124,235.87
Wolong Electric Zhangqiu Haier
Motor Co., Ltd.
110,510,547.68
5,525,527.38
137,780,626.24
6,889,031.31
Haier Medical and Laboratory
Products Co., Ltd.
8,419,069.02
420,953.45
37,704,028.23
1,885,201.41
Qingdao Haier International
Travel Agency Co., Ltd.
123,890,004.37
6,194,500.22
89,417,323.67
4,470,866.18
Qingdao Haier New Material
Research and Development Co.,
Ltd.
47,541,824.58
2,377,091.23
84,802,398.87
4,240,119.94
HAIER INTERNATIONAL
CO., LTD
115,557,090.93
5,777,854.55
31,935,683.07
1,596,784.15
Hefei Haier Special Steel Plate
Research and Development
Co., Ltd.
76,285,963.56
3,814,298.18
Qingdao Haier Special Steel
Plate Research
and Development Co., Ltd.
22,351,319.72
1,117,565.99
HNR Private Limited
Company
32,073,631.86
1,603,681.59
Mitsubishi Heavy Industries
Haier (Qingdao)
Air-conditioners Co., Ltd.
29,966,338.37
1,498,316.92
431,130.97
21,556.55
FISHER&PAYKEL
APPLIANCES LIMITED
158,810,441.99
7,940,522.10
Qingdao Haier International
Trading Co., Ltd
85,283,740.22
4,264,187.01
29,134.60
1,456.73
Other related parties
165,146,632.71
8,257,331.64
156,025,187.61
7,801,259.38
Prepayments:
Qingdao Haier International
Trading Co., Ltd
26,873,715.41
110,687,664.04
Goodaymart Electronics Co.,
Ltd.
12,538,028.12
25,682,607.70
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2015 Annual Report
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Qingdao Haier Parts
Procurement Co., Ltd.
16,879,474.20
7,028,547.95
Mitsubishi Heavy Industries
Haier (Qingdao)
Air-conditioners Co., Ltd.
12,238,106.36
Other related parties
9,556,559.99
31,990,235.22
Interests receivables:
Haier Group Finance Co., Ltd.
91,036,865.15
96,503,804.13
Other receivables:
Items and name of consumers
Book balance
Provision for
bad debts
Book balance
Provision for
bad debts
HAIER INTERNATIONAL
CO., LTD
191,683,291.58
9,584,164.58
Goodaymart Electronics Co.,
Ltd.
6,025,082.15
301,254.11
Qingdao Haier Logistics
Consulting Co., Ltd.
13,593,017.74
679,650.89
13,593,017.74
679,650.89
Other related parties
35,868,639.60
1,793,431.98
39,340,346.66
1,967,017.33
Bills payable:
Laiyang Haier Electrical Co. Ltd.
29,649,819.07
Qingdao Haier Fungchoi
Exquisite Indian Express Co.,
Ltd.
5,910,415.02
20,929,728.42
Other related parties
12,574,392.12
22,269,163.16
Trade payables:
Qingdao Haier Parts
Procurement Co., Ltd.
663,349,767.52
1,050,103,108.32
Hefei Haier Logistics Co.,
Limited
201,205,529.62
41,948,091.58
Haier Group (Dalian) Electrical
Appliances Industry Co., Ltd.
533,547,117.67
538,844,269.75
Chongqing Haier Logistics Co.,
Ltd.
139,178,244.68
162,611,663.58
Chongqing Haier Electrical
Appliances Sales Co., Ltd.
759,596,919.13
69,805,044.81
Goodaymart Electronics Co.,
Ltd.
10,614,831.51
1,559,351.13
Qingdao Haier International
Trading Co., Ltd
149,918,593.84
229,414,178.34
Qingdao Haier New Material
Research and Development Co.,
Ltd.
817,525.38
1,328,676.53
Qingdao Haier Special Plastic
Development Co., Ltd.)
74,845,920.73
52,202,976.39
Haier Group Electric Appliance
Industry Co., Ltd
187,995,713.20
593,288,327.64
HAIER
INTERNATIONAL(HK)LTD.
20,541,494.39
97,844,763.62
HAIER INTERNATIONAL
CO., LTD
22,060,139.07
288,756,788.20
HAIER INFORMATION
APPLIANCESS.R.L.
102,725,606.14
108,982,353.26
Feima Electronic(Qingdao)
Co., Ltd.
203,253,438.63
Lizhu Haier Built
Facilities(Qingdao) Co.,
Ltd.
39,063,792.08
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2015 Annual Report
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HNR Private Limited
Company
83,188,898.42
69,132,247.62
Other related parties
387,875,450.85
252,662,924.21
Receipts in advance:
Haier Group Electric Appliance
Industry Co., Ltd
18,701,475.03
25,336,903.89
Qingdao Haier Parts
Procurement Co., Ltd.
2,819,955.86
HAIER INTERNATIONAL
CO., LTD
18,158.64
34,970,939.50
Other related parties
18,596,856.89
25,156,256.95
Other payable:
Haier Brothers Animation
Industry Co., Ltd.
393,253,947.83
397,445,354.81
Goodaymart Electronics Co.,
Ltd.
18,990,955.78
14,990,955.78
Chongqing Haier Logistics Co.,
Ltd.
51,830,739.06
51,830,739.06
Haier Group Electric Appliance
Industry Co., Ltd
27,962,633.21
148,340,987.33
Xingyang International Co.,
Ltd.
13,885,076.40
269,935,646.21
BRAVE LION (HK) LIMITED
825,681,434.10
Haier Group Corporation
137,294,659.26
Other related parties
138,432,347.41
292,029,050.33
Interests payables:
Haier Group Finance Co., Ltd.
5,697,476.64
7,152,237.84
Dividends payables:
BRAVE LION (HK) LIMITED
115,230,923.73
132,644,847.17
Other related parties
17,051,346.99
6,413,171.90
Ending balance
Feima Electronic(Qingdao) Co., Ltd.
Lizhu Haier Built Facilities(Qingdao) Co., Ltd.
HNR Private Limited Company
Haier Brothers Animation
Industry Co., Ltd.
Dividends
payable
Dividends
payable
3.
Others
1. Connected sales
In 2015, following the acquisition of the overseas white household appliances assets, the
Company’s original overseas sales model, being exports through the Group’s exporting platform, was
changed. The trading company under the company holding overseas white household appliances assets
was fully responsible for sales of export-oriented products. Meanwhile, the trading company was also
Qingdao Haier Co., Ltd.
2015 Annual Report
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responsible for the overseas sales of some of the Group’s products (such as brown goods). As such, the
Company entered into a Sales Framework Agreement with Haier Group Corporation. Under which, it
was agreed that the Company and Haier Group Corporation will sell products and provide sales-related
services (including but not limited to agency sales services, after-sales services and technical support )
on a reciprocal basis for a term of three years.
2. Connected Procurements
In addition to independent procurement platform, the Company entrusted Haier Group Corporation
and its subsidiaries for procurements of part of raw materials and distribution of goods and materials.
The Company, Haier Group Corporation and its subsidiaries purchase materials from agents. They
purchase and distribute goods for production and non-production use according to the specific material
procurement target proposed by the Company. The price of materials purchased and delivered consist of
the actual purchase price and the agency fee, of which the agency fee was calculated by 1.25% of the
actual purchase price, while in principle the price of materials should not be higher than the price that
the Company independently purchases from the market.
Connected procurements among Haier Electronics Group Co., Ltd. (―Haier Electronics‖), a holding
subsidiary of the Company, Qingdao Haier Investment and Development Co., Ltd, Haier Group
Corporation are carried out according to relevant provisions of Materials Procurement Agreement and
Production and Experimental Equipment Procurement Agreement entered into among parties.
3. Connected Transactions of Financial and Logistics Services
The price of financial services provided by Haier Group Corporation and its subsidiaries such as
deposits/loans are determined by the principle that is not less favorable of market value fair. The
Company is entitled to decide whether to keep cooperation relationship with Finance Company with the
knowledge of the price prevailing on the market and in combination with their own interests. While
performing the agreement, the Company could also require other financial service institutions to provide
related financial services basing on actual situation.
Connected transactions of financial services among Haier Electronics, Haier Group Finance Co.,
Ltd., Qingdao Haier Investment and Development Co., Ltd and Haier Group Corporation are carried out
according to relevant provisions of Financial Service Agreement entered into among parties.
In order to further standardize the logistics services provided by the related companies of Haier
Group Corporation, the Company renewed the Logistics and Service Agreement with Qingdao Haier
Investment and Development Co., Ltd and Haier Group Corporation, the Company entrusted the
subsidiaries of Haier Group to provide energy and power, basic research and detection, equipment
leasing, house rental and maintenance, landscaping and sanitation, gift purchasing, design, consultation,
all kinds of booking and other services.
Qingdao Haier Co., Ltd.
2015 Annual Report
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In accordance with the Comprehensive Service Agreement, Promotion Agreement, Product
Research and Development Agreement entered into among Haier Electronics, Qingdao Haier Investment
and Development Co., Ltd and Haier Group Corporation, Haier Electronics entrusted subsidiaries of
Haier Group to provide Haier Electronics with hydropower energy and related support; meeting,
accommodation, ticket agent; integrated services such as product certification, software, food and
beverage agent, property decoration, house lease, finance and marketing, product research and
development services.
4. Others
In order to expend the sales businesses in the third and fourth-tier markets, Haier Electronics
renewed the Products Procurement Agreement and Internal Sales Agreement with Qingdao Haier
Investment and Development Co., Ltd and Haier Group Corporation, according to which, while Haier
Electronics purchases products from contract parties, the purchasing price shall be determined basing on
the prices of which Haier Electronics purchases the same type of product in similar transactions from
independent third parties in the market, and are not less favorable than the terms and conditions provided
by the independent third parties to Haier Electronics; while Haier Electronics sales products to contract
parties for their own use or distributes products through sales network, the selling price shall be
determined basing on the prices of which Haier Electronics sells the same type of product in similar
transactions to independent third parties in the market, and are not less favorable than the terms and
conditions provided by Haier Electronics to independent third parties.
The Company and its subsidiaries entered into a series of contracts, including the Framework
Agreement Regarding the Procurement of Modular Products with Wolong Electric Zhangqiu Haier
Motor Co., Ltd. and other companies (the ―vendors‖). Pursuant to which, the vendors agreed to supply
modular products to the Company at the most favorable price which is no higher than the price it offered
to other clients.
The Company and its subsidiaries entered into a series of contracts, including the Contract
Arrangement Regarding the Procurement of Special Steel Plate Products with Qingdao Haier Special
Steel Plate Research and Development Co., Ltd. and Hefei Haier Special Steel Plate Research and
Development Co., Ltd. (the ―vendors‖). Under which, it is agreed that the vendors shall supply goods to
the Company on terms which are not less favorable than terms offered by other suppliers.
XIII. Share-based Payments
Items
Current period
1.Total equity instruments granted during the period
0.84 million shares
2.Total equity instruments exercised during the period 35.7848 million shares
3.Total equity instruments lapsed during the period
59.5632 million shares
4.Range of exercise price
RMB8.07 per share, RMB10.06 per share
5.The remaining term of contract
Nil
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6.Share option outstanding at the end of the period
0.1360 million shares
7.Total expense recognized for share-based payments
RMB2.49 million
8.Total amount of employee services as a result of the
share-based payments
RMB2.49 million
9.Total amount of other services as a result of the
share-based payments
Nil
The Company adopted B-S model to determine the fair value of the equity instruments, parameters
for the valuation method include: (1) exercise price of option; (2) duration of option; (3) the price of the
underlying shares at the grant date; (4) risk-free interest rate; (5) dividend yield of the underlying shares;
(6) expected volatility of share price.
XIV. Commitment and contingencies
1. Critical commitment
□Applicable √Not applicable
2. Contingencies
√Applicable □Not applicable
As of 31 December 2015, the Company has no material contingencies that need to be disclosed.
3.
Events Subsequent to the Balance Sheet Date
1. According to the resolution of the 31th meeting of the 8th session of the Board of Directors of
the Company held on 28 April 2016, the profit for the year is proposed to be distributed on the basis of
the total number of shares on the registration date when the plan is implemented in the future, the
Company will declare cash dividend of RMB2.12 (including taxes) for every 10 shares to all
shareholders.
2. On 14 January 2016, the Company entered into an Equities and Assets Purchase Agreement with
General Electric Company (hereinafter referred to as ―General Electric‖). Pursuant to which, the
Company intended to acquire the household appliances business of General Electric and relevant assets
for a consideration of US$5.4 billion by way of cash. The total consideration for this transaction shall be
paid in cash with self-raised funds and funds obtained through a variety of financing methods including
application for M&A loans. The amount of M&A loans used in this transaction did not exceed 60% of
the transaction consideration. Please refer to the Report on the Acquisition of Major Assets by Qingdao
Haier Co., Ltd. for further details.
3. The Company has no material events subsequent to the balance sheet date need to be disclosed.
XV Financial Instruments Related Risks
The Company’s financial assets include notes receivables, receivables and etc., and the Company’s
financial liabilities include bills payable, payables, long- and short- term borrowings and etc. Please
refer to relevant items in Note V for detailed descriptions of various financial instruments. Risks relating
to these financial instruments and the risk management policies the Company adopts to mitigate these
Qingdao Haier Co., Ltd.
2015 Annual Report
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risks are summarized below. The Company’s management manages and monitors these risk exposures in
order to ensure these risks are well within their respective risk limits.
1. Credit risk
The credit risk the Company exposed to mainly comes from bank deposits, notes receivables,
accounts receivables, interest receivables, other receivables and wealth management products in other
current assets.
(1) The Company’s bank deposits and wealth management products are mainly deposited with Haier
Group Finance Co., Ltd., national banks and other large and medium size listed banks. The interest
receivables mainly refer to the accrued interest from time deposits placed with the aforesaid banks. The
Group doesn’t believe there is any significant credit risk due to defaults of its counterparties which
would cause any significant loss.
(2) Accounts receivables and notes receivables: The Company only trades with recognized and
creditworthy third parties. It is the Company’s policy that all consumers who wish to trade on credit
terms are subject to credit verification procedures. The payment terms shall be determined on a
reasonable basis. The Company monitors the balances of accounts receivables on an ongoing basis and
maintains credit insurances for significant accounts receivables due from its credit clients, so as to
ensure the Company will not expose to significant risk of bad debts.
(3) The Company’s other receivables mainly include export tax rebate receivable, recurrent loans
and advances to its employees. The Company strengthened the management of these receivables and
corresponding business activities based on their historical reasons of occurrence, and continue to
monitor such receivables, so as to ensure the Company’s significant risk of bad debts are controllable
and to further reduce such risk.
2. Liquidity risk
Liquidity risk is the risk that an enterprise may encounter deficiency of funds in meeting
obligations associated with financial liabilities. In order to control liquidity risk, the Company integrates
the utilization of various financing methods such as settlement with bills and bank loans, to strive for a
sustainable and flexible financing. The Company has secured line of credit with a great number of
commercial banks to satisfy its needs for working capital and capital expenditures.
3. Exchange rate risk
The Company’s principle operations are based in mainland China and are settled in RMB. However,
the Company’s overseas assets and liabilities denominated in foreign currencies as well as transactions
settled in foreign currencies in the future still expose the Company to fluctuations in exchange rates. The
Company’s finance department is responsible for monitoring the size of transactions in foreign
Qingdao Haier Co., Ltd.
2015 Annual Report
233 / 239
currencies and assets and liabilities denominated in foreign currencies, so as to reduce its exposure to
fluctuations in exchange rates to the largest extent. The Company avoid its exposure to fluctuations in
exchange rates by entering into forward foreign exchange contracts.
4. Interest rate risk
The Company mainly faces interest rate risk from its long- and short- term bank loans and bonds
payables which are interest-bearing. Financial liabilities with floating interest rates expose the Company
to cash flow interest rate risk, while financial liabilities with fixed interest rates expose the Company to
fair value interest rate risk. The Company determines the percentage of fixed-interest rate and floating
interest rate contracts in light of the prevailing market conditions.
XVI. Other Important Events
The Company has no other important events need to be disclosed.
XVII. Notes to Main Items of Financial Statements of the Parent Company
1. Trade receivables
(1) Disclosure of trade receivables by consumer categories is set out as follows:
Items
Closing balance
Opening balance
Carrying
Balance
Provision for
bad
debts
Carrying
Balance
Provision for
bad
debts
Individual significant trade
receivables of which
provision for bad debts is
made on an individual basis
Trade receivables of which
provision for bad debts is
made on a group basis
219,582,372.06
10,979,118.60
440,870,327.34
22,043,516.37
Individual insignificant
trade receivables of which
provision for bad debts is
made on an individual basis
Total
219,582,372.06
10,979,118.60
440,870,327.34
22,043,516.37
(2) Trade receivables of which provision for bad debts is made on a group basis:
Aging
Closing balance
Opening balance
Book balance
Provision for bad
debts
Book balance
Provision for
bad debts
Within
one
year
208,577,829.57
10,428,891.47
424,530,078.86
21,226,503.95
One to
two
914,539.56
45,726.98
16,340,248.48
817,012.42
Qingdao Haier Co., Ltd.
2015 Annual Report
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years
More than
two years
10,090,002.93
504,500.15
Total
219,582,372.06
10,979,118.60
440,870,327.34
22,043,516.37
(3) The total debt amount of the top 5 debtors in the ending trade receivables amounted to
RMB218,490,054.10, representing 99.50% of the book balance of the trade receivables.
2. Other receivables
(1) Disclosure of other receivables by consumer categories is set out as follows:
Items
Closing balance
Opening balance
Book balance
Provision for
bad debts
Book balance
Provision for
bad debts
Individual significant other
receivables
of
which
provision for bad debts is
made on an individual basis
Other receivables of which
provision for bad debts is
made on a group basis
64,573,075.32
3,228,653.77
997,921.00
49,896.05
Individual insignificant other
receivables of which
provision for bad debts is
made on an individual basis
Total
64,573,075.32
3,228,653.77
997,921.00
49,896.05
(2) Other receivables of which provision for bad debts is made on a group basis:
Aging
Closing balance
Opening balance
Book balance
Provision for
bad debts
Book balance
Provision for
bad debts
Within
one year
64,573,075.32
3,228,653.77
997,921.00
49,896.05
Total
64,573,075.32
3,228,653.77
997,921.00
49,896.05
(3) The total debt amount of the top 5 debtors in the ending trade receivables amounted to
RMB61,990,047.14, representing 96.00% of the book balance of the trade receivables.
3.
Long-term equity investments
√Applicable □Not applicable
(1) Details of long-term equity investments:
Item
Closing balance
Opening balance
Book balance
Impairment
provision
Book balance
Impairment
provision
Long-term equity investments
Including: long-term equity
investments to subsidiaries
13,506,982,541.50
7,100,000.00
8,012,639,498.46
7,100,000.00
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Long-term equity investments to
associates
641,850,570.99
592,290,666.30
Total
14,148,833,112.49
7,100,000.00
8,604,930,164.76
7,100,000.00
(2) Long-term equity investments to subsidiaries
Name of Investee Companies
Opening balance
Changes for the
Period
Closing balance
Impairment
provision
Closing
balance
I. Subsidiaries:
Chongqing Haier Electronics Sales Co.,
Ltd.
9,500,000.00
9,500,000.00
Qingdao Haier Refrigerator
Co., Ltd.
382,667,504.64
20,000,000.00
402,667,504.64
Qingdao Haier Special Refrigerator Co.,
Ltd.
329,832,047.28
329,832,047.28
Qingdao Haier Information Plastic
Development Co., Ltd.
102,888,407.30
102,888,407.30
Dalian Haier Precision Products
Co., Ltd.
41,836,159.33
41,836,159.33
Hefei Haier Plastic Co., Ltd.
42,660,583.21
42,660,583.21
Qingdao Haier Moulds Co., Ltd.
273,980,796.30
273,980,796.30
Qingdao Haier Intelligent Electronics Co.,
Ltd.
271,380,000.00
271,380,000.00
Qingdao Household Appliance
Technology and Equipment Research
Institute
66,778,810.80
66,778,810.80
Qingdao Meier Plastic Powder Co., Ltd.
24,327,257.77
24,327,257.77
Chongqing Haier Precision Plastic Co.,
Ltd.
47,811,283.24
47,811,283.24
Chongqing Haier Intelligent Electronics
Co., Ltd.
11,870,511.98
11,870,511.98
Qingdao Haier Electronic Plastic Co., Ltd.
48,000,000.00
48,000,000.00
Dalian Haier Refrigerator Co., Ltd.
99,000,000.00
99,000,000.00
Dalian Haier Air-conditioning Co., Ltd.
99,000,000.00
99,000,000.00
Guizhou Haier Electronics Co., Ltd.
96,904,371.71
96,904,371.71
Hefei Haier Air-conditioning Co., Limited
67,110,323.85
67,110,323.85
Qingdao Haier Refrigerator (International)
Co., Ltd.
158,387,576.48
158,387,576.48
Qingdao Haier Robot Co., Ltd.
3,149,188.69
3,149,188.69
Qingdao Haier Air-Conditioner
Electronics Co., Ltd.
885,787,953.99
227,645,090.52
1,113,433,044.51
Qingdao Haier Air Conditioner Gen Corp.,
Ltd
218,245,822.50
218,245,822.50
Qingdao Haier Special Freezer
Co., Ltd.
442,684,262.76
442,684,262.76
Qingdao Haier Dishwasher Co.,
Ltd.
156,192,042.82
50,402,250.00
206,594,292.82
Wuhan Haier Freezer Co.,
Ltd.
47,310,000.00
47,310,000.00
Wuhan Haier Electronics Co.,
Ltd.
100,715,445.04
100,715,445.04
Chongqing Haier
Air-conditioning Co., Ltd.
100,000,000.00
100,000,000.00
Qingdao Haier Co., Ltd.
2015 Annual Report
236 / 239
Hefei Haier Refrigerator Co.,
Ltd.
49,000,000.00
49,000,000.00
Qingdao Haier Whole Set
Home Appliance Service Co.,
Ltd.
118,000,000.00
118,000,000.00
Chongqing Haier Refrigeration
Appliance Co., Ltd.
91,750,000.00
91,750,000.00
Haier Shareholdings (Hong Kong) Limited
2,081,316,920.00
5,000,000,000.00
7,081,316,920.00
Shenyang Haier Refrigerator
Co., Ltd.
100,000,000.00
100,000,000.00
Foshan Haier Freezer Co.,
Ltd.
100,000,000.00
100,000,000.00
Zhengzhou Haier
Air-conditioning Co., Ltd.
100,000,000.00
100,000,000.00
Qingdao Haidayuan Procurement Service
Co., Ltd.
20,000,000.00
20,000,000.00
Qingdao Haier Intelligent Technology
Development Co., Ltd.
130,000,000.00
130,000,000.00
Haier Electronics Group Co., Ltd.
669,830,769.26
669,830,769.26
7,100,000.00
Qingdao Haidarui Procurement
Service Co., Ltd.
107,800,000.00
107,800,000.00
Qingdao Haier Intelligent
Household Appliances Co.,
Ltd.
176,400,000.00
150,000,000.00
326,400,000.00
Qingdao Haier Special Steel Plate
Research and Development Co., Ltd.
70,549,422.43
-70,549,422.43
Hefei Haier Special Steel Plate Research
And Development Co., Ltd.
69,972,037.08
-69,972,037.08
Qingdao Haier Technology Investment
Co., Ltd.
120,000,000.00
120,000,000.00
Qingdao Casarte Smart Living Appliances
Co., Ltd.
10,000,000.00
10,000,000.00
Qingdao Casarte Smart Living Appliances
Co., Ltd.
40,000,000.00
40,000,000.00
Qingdao Haier Technology Co., Ltd.
16,817,162.03
16,817,162.03
Total
8,012,639,498.46
5,494,343,043.04
13,506,982,541.50
7,100,000.00
(4) Long-term equity investments to associates
Name of investee
companies
Opening
balance
Changes for the Period
Closing balance
Impairme
nt
provision
at
the end of
the period
Investment
income
recognized
under the
equity
method
Declare
the
distributi
on
of cash
dividends
Oth
ers
Haier Medical and
Laboratory Products Co.,
Ltd.
142,192,892.50
21,910,767.42
164,103,659.92
Wolong Electric Zhangqiu
Haier Motor Co., Ltd.
87,709,990.04
12,754,879.07
100,464,869.11
Qingdao Haier Special
Steel Plate Research
and Development Co.,
Ltd.
93,262,112.05
1,945,001.81
95,207,113.86
Hefei Haier Special Steel
Plate Research and
Development Co., Ltd.
67,125,671.71
14,682,423.62
81,808,095.33
Qingdao Haier SAIF
202,000,000.00
-1,733,167.23
200,266,832.77
Qingdao Haier Co., Ltd.
2015 Annual Report
237 / 239
Smart Home Industry
Investment Center
(limited partnership)
Total
592,290,666.30
49,559,904.69
641,850,570.99
4. Operation Income and Operation Expense
Unit and Currency: RMB
Item
Current amount
Prior amount
Income
Expense
Income
Expense
Principal Business
2,563,999,764.21 1,923,914,958.87 2,165,891,389.21 1,611,051,693.59
Other Business
9,182,671.10
2,856,661.71
27,075,005.45
13,123,156.82
Total
2,573,182,435.31 1,926,771,620.58 2,192,966,394.66 1,624,174,850.41
5. Investment Income
Item
Current amount
Prior amount
Long-term
equity
investments
income
calculated by the equity method
49,559,904.69
47,822,106.37
Investment income from disposal of long-term
equity investments
174,478,540.49
508,370,366.00
Long-term
equity
investments
income
calculated by cost method
1,436,445,351.14
91,739,754.15
Investment income from financial assets
available for sale during the holding period
35,145,802.66
343,343.12
Total
1,695,629,598.98
648,275,569.64
XVIII. Supplementary Information
1. Breakdown of non-recurring profit or loss in the current period
Unit and Currency: RMB
Item
Amount
Gains or losses from disposal of non-current assets
13,327,370.03
Government grants credited to profit or loss in the period
(exclusive of government grants which are closely related to
the operations of the Company and received in fixed amount
or quantity in accordance with the national unified
standards)
95,078,644.93
Net gain or loss of subsidiaries from the beginning of the
period to the consolidation date arising from the
consolidation of
enterprises under common control
223,063,608.99
Other non-operating income and expenses
205,936,250.61
Effect of income tax
-95,984,291.44
Effect of minority interests
-257,738,419.70
Total
625,808,032.67
1. Basic and diluted earnings per share
Item
Current amount
Prior amount
Weighted
average
Earnings per share
(RMB)
Weighted
average
Earnings per share
(RMB)
Qingdao Haier Co., Ltd.
2015 Annual Report
238 / 239
return on
net
assets
Basic
earnings
per
share
Diluted
earning
s
per
share
return on
net
assets
Basic
earnings
per share
Diluted
earnings
per
share
Net profit attributable to
ordinary shareholders of
parent company
16.22%
0.705
0.705
29.34%
0.933
0.932
Net profit attributable to
ordinary shareholders of
the parent company after
deduction of non-recurring
gain or loss
13.86%
0.603
0.603
23.89%
0.754
0.753
2. Difference on figures by domestic and foreign Accounting Standards
□Applicable √Not applicable
Qingdao Haier Co., Ltd.
2015 Annual Report
239 / 239
SECTION ⅩII DOCUMENTS AVAILABLE FOR INSPECTION
Documents
Available for
Inspection
(I) Financial statements with signatures and seals of the legal representative, chief
accountant and person in charge of accounting department.
(II) Original audit report with seals of accounting firm, signatures and seals of
registered accountants.
(III) Original of all documents and announcements of the Company which have
been publicly disclosed on the newspaper designated by China Securities
Regulatory Commission during the reporting period.
Chairman: Liang Haishan
Publish approved by the Board on 28 April 2016