2018 Annual Report Of Qingdao Haier Co., Ltd.
2018 Annual Report of Qingdao Haier Co., Ltd.
2018 Annual Report of Qingdao Haier Co., Ltd.Importance NoticeI.The Board of Directors, the Board of Supervisors, directors, supervisors and seniormanagement of Qingdao Haier Co., Ltd. (“the Company”) hereby assure that the content set outin the annual report is true, accurate and complete, and free from any false record, misleadingrepresentation or material omission, and are individually and collectively responsible for thecontent set out therein.II. Information of Directors absent from the meeting.Position of director absent Name of director absentfrom the meetingfrom the meetingDirectorReason for the absence ofdirector from the meetingName of proxyPersonal affairWu ChangqiLiu HaifengIII. Shandong Hexin Certified Public Accountants LLP has issued a standard and unqualifiedaudit report for the Company.IV. Liang Haishan (legal representative of the Company), Gong Wei (chief financial officer of theCompany) and Ying Ke (the person in charge of accounting department) hereby certify that thefinancial 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 reportingperiod examined and reviewed by the BoardProposal of profit distribution for the reporting period examined and reviewed by the Board: to declare acash dividend of RMB3.51 per 10 shares (tax inclusive) to all shareholders based on the total number ofshares as at the registration date in respect of future proposal for profit distribution.VI. Disclaimer in respect of forward-looking statements Application Not applicableForward-looking statements such as future plans, development strategies as set out in this report do notconstitute the Company‘s substantial commitment to investors. Investors are advised to pay attention toinvestment risks.VII. Is there any fund occupation by controlling shareholders and their related parties fornon-operational purposes?No
2018 Annual Report of Qingdao Haier Co., Ltd.VIII.Is there any provision of external guarantee in violation of prescribed decision-makingprocedures?NoIX. Important Risk WarningsFor the possible risks which the Company may encounter, please refer to the relevant information set outin the Section of ―DISCUSSION AND ANALYSIS ON OPERATIONS‖ in this report.X.Others Application Not applicationChairman: Liang HaishanQingdao Haier Co., Ltd.29 April 2019（Note: This Report has been prepared in both Chinese and English. Should there be any discrepanciesor misunderstandings between the two versions, the Chinese version shall prevail.）
2018 Annual Report of Qingdao Haier Co., Ltd.ContentsSECTION I DEFINITIONS. 1SECTION II GENERAL INFORMATION OF THE COMPANY AND KEY FINANCIAL INDICATORS . 3SECTION III SUMMARY OF THE COMPANY‘S BUSINESS . 9SECTION IV DISCUSSION AND ANALYSIS ON OPERATIONS . 17SECTION V SIGNIFICANT EVENTS . 47SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ABOUT SHAREHOLDERS . 89SECTION VII RELEVANT INFORMATION OF PREFERRED SHARES. 98SECTION VIII DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES . 100SECTION IX CORPORATE GOVERNANCE . 111SECTION X RELEVANT INFORMATION ON CORPORATE BONDS . 121SECTION XI RESPONSIBILITY STATEMENT . 124SECTION XII FINANCIAL REPORT . 125SECTION XIII DOCUMENTS AVAILABLE FOR INSPECTION . 329
2018 Annual Report of Qingdao Haier Co., Ltd.SECTION I DEFINITIONSI.DefinitionsUnless otherwise stated in context, the following terms should have the following meanings in thisreport:Definition of frequently used termsCSRCChina Securities Regulatory CommissionMOFCOMMinistry of Commerce of the PRCSSEShanghai Stock ExchangeThe Company,Qingdao HaierQingdao Haier Co., Ltd.Four Major Securities China Securities Journal, Shanghai Securities News, Securities Times, SecuritiesNewspapersHaier Electrics, 1169GEADailyHaier Electronics Group Co., Ltd. (a company listed in Hong Kong, stock code:01169.HK)GE Appliances, Household Appliance Assets and Business of General ElectricFisher & Paykel Appliances Holdings Limited (Chinese Name:斐雪派克) wasestablished 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 theFPAworld. It has products including ventilator, gas stove, oven, dishwasher, microwaveoven, freezer, washing machine, clothes dryer and etc. Its business covers over 50countries/regions across the world. The Company completed the acquisition of100% equity interest in Haier New Zealand Investment Holding Company Limitedon July 2018, and FPA became a wholly-owned subsidiary of the Company.China Market Monitor Co., Ltd., established in 1994, has been focusing on researchCMMon retail sales in China consumption market for a long term and is the nationallyrecognized market research institute in terms of appliance area.Euromonitor, established in 1972, is the leading strategic market informationEuromonitorsupplier and owns over 40 years of experience in respect of publishing marketreport, commercial reference data and on-line database. They create data andanalysis on thousands of products and services around the world.All view cloud (AVC) is a big data integrated solution provider perpendicular to theAll view cloudsmart home field, providing enterprises with big data information services, regulardata information services and special data services.1 / 333
2018 Annual Report of Qingdao Haier Co., Ltd.The International Electrotechnical Commission. Founded in 1906, it is the icationofinternationalelectrotechnical standardization and is responsible for international standardizationfor electrical engineering and electronic engineering. The goals of the commissionIECinclude: to effectively meet the needs of the global market; to ensure that thestandards and conformity assessment programs are applied globally in a prioritizedmanner and to the greatest extent; to assess and improve the quality of products andservices involved in its standards; to create conditions for the common use ofcomplicated systems; to improve the effectiveness of the industrialization process;to improve human health and safety, and to protect the environment.Shenyang Refrigerator Interconnected Factory, Foshan Front-Loading WashingMachine Interconnected Factory, Zhengzhou Air-conditioner InterconnectedFactory,11 ctory,QingdaoWaterHeaterInterconnected Factory, Qingdao FPA Electrical Machine Interconnected ry,HuangdaoCentralAir-Conditioner Interconnected Factory, Huangdao Smart Kitchen Appliance RangeHood Interconnected Factory, Huangdao Smart Kitchen Appliance StoveInterconnected Factory, Qingdao Front-Loading Washing Machine InterconnectedFactory―5‖ refers to five physical spaces where Haier keeps upgrading, including smartliving room, smart kitchen, smart bathroom, smart bedroom and smart balcony. ―7‖“5 7 N” smartrepresents seven whole-house solutions, namely whole-house air, whole-housefull-scene customizedwater, whole-house cleansing and maintenance, whole-house security, whole-housefull set programinteraction, whole-house health and whole-house internet, while N refers tovariables, i.e. users may customize their own smart living scene freely based ontheir living habit, realizing unlimited possibilities.―Ren‖ means staff; ―Dan‖ means the need of users, rather than the ―orders‖, theModel of RenDanHeYiEnglish word of ―Dan‖, in narrow sense. The ―RenDanHeYi Model‖ encourages theintegration of staff with users, and ―win-win‖ means to realize every employee‘svalue while creating value for users.The Institute of Electrical and Electronics Engineers, an international association ofelectronic technology and information science engineers, is currently the largestnon-profit professional technology society in the world. It is committed to theIEEEdevelopment and research of electrical, electronic, computer engineering andscience-related fields, and has now developed into an international academicorganization with great influence in terms of the fields of space, computer,telecommunications, biomedicine, power and consumer electronics.2 / 333
2018 Annual Report of Qingdao Haier Co., Ltd.SECTION II GENERAL INFORMATION OF THE COMPANY AND KEYFINANCIAL INDICATORSI.Information of the CompanyChinese Name青岛海尔股份有限公司Chinese Short Name青岛海尔English NameQINGDAO HAIER CO.,LTD.English Short NameHAIERLegal representativeLiang HaishanII. Contact Person and Contact InformationRepresentative of securitiesSecretary to the BoardNameMing GuozhenIRaffairsLiu TaoSophie (孙瑶)Department of Securities of Department of Securities of Haier Deutschland GmbH,Address Qingdao Haier Co., Ltd. Haier Qingdao Haier Co., Ltd. Haier Hewlett-Packard-Str. 4,Information Industrial Park, No.1 Information Industrial Park, 61352 Bad Homburg,Haier Road, Qingdao CityNo.1 Haier Road, Qingdao City Germany ier.comy.sun@haier.de3601(Germany)III. Summary of the General InformationRegistered addressHaier Industrial Park, Laoshan District, Qingdao CityPostal code266101Haier Information Industrial Park, Laoshan District,Business addressQingdao CityPostal @haier.comIV. Place for Information Disclosure and DepositDesignateddisclosurenewspaperforinformation Shanghai Securities News, Securities Times, ChinaSecurities Journal, Securities Daily3 / 333
2018 Annual Report of Qingdao Haier Co., Ltd.Website for publishing of annual report as www.sse.com.cndesignated by the CSRCwww.xetra.com; www.degap.deDepartment of Securities of Qingdao Haier Co., Ltd.Deposit place of annual reportHaier Information Industrial Park, No.1 Haier Road,Qingdao CityV.Summarized Information of Shares of the CompanySummarized Information of Shares of the CompanyType of SharesA sharesD sharesStock Exchange ofShares ListedStock CodeQingdao Haier600690/QINGDAO HAIER690D/Shanghai StockExchangeFrankfurt StockExchangeStock Short NameStock Short NameBefore VariationVI. Other Related InformationNameAccounting firmengaged by theCompany(domestic)Shandong Hexin Certified Public Accountants LLP26th – 27th Floor, Century Building, No.39Business addressDonghai Road West, Qingdao CityWang Hui （王晖）, Wang Lin (王琳)Name of signing accountantNameSponsorresponsible forcontinuingsupervisionduring thereporting periodChina International Capital Corporation Limited27th & 28th Floor, China World Tower 2, No. 1Business addressJianguomenwai Avenue, BeijingSun Lei （孙雷）, Li Yang （李扬）Name of signing sponsorsPeriod of continuing supervision18 January 2019 to 31 December 2020NameFinancialadvisorresponsible forcontinuingsupervisionduring thereporting periodChina International Capital Corporation Limited27th & 28th Floor, China World Tower 2, No. 1Business addressJianguomenwai Avenue, BeijingName of signing representativeHu Xiaojun （胡霄俊）, Li Yang （李扬）of financial advisorPeriod of continuing supervision12 January 2017 to 31 December 2018Notes:（1）Financial advisor is responsible for continuing supervision during the reporting period: On 12January 2017, the Company issued the Report on the Execution of Acquisition of Significant Assets by4 / 333
2018 Annual Report of Qingdao Haier Co., Ltd.Qingdao Haier Co., Ltd., according to which, the acquisition of significant assets related to theacquisition of the appliance business of General Electric had been completed. As the financial advisorfor this acquisition of significant assets, China International Capital Corporation Limited will carry outcontinuing supervision on the Company during the continuing supervision period.（2）Sponsor is responsible for continuing supervision: During the reporting period, the Company hadan issuance of convertible bonds, and the ―Haier Convertible Bonds‖ were listed on 18 January 2019.China International Capital Corporation Limited, as the sponsor of such issue, is responsible forcontinuing supervision for the remaining time of the year of listing and the following whole fiscal year.VII. Key accounting data and financial indicators for the last three years(I) Key accounting dataUnit and Currency: RMB2017Key accounting datayoychange(%)2018Operating revenueNet profit attributable toshareholders of the listedcompanyNet profit after deduction ofnon-recurring profit or lossattributable to shareholdersof the listed companyNet cash flow fromoperating 2,816,703,785,16,086,588,099.16279.9828.31As of 31December2018Net assets attributable toshareholders of the listedcompanyTotal assets201612.177.7117.3813.35yoychange(%)As of 31 December 351.88As of 31December I) Key financial indicatorsKey financial indicatorsBasic earnings per(RMB per share)share20181.2102017AfterBeforeadjustment adjustment1.1335 / 3331.136yoy change (%)6.8020160.827
2018 Annual Report of Qingdao Haier Co., Ltd.Diluted earnings per share(RMB per share)Basic earnings per share afterdeducting non-recurring profitor loss (RMB per 0.71Weighted average return onnet assets (%)21.0022.8923.59Weighted average return onnet assets after deductingnon-recurring profit or loss(%)18.6319.1519.15Decreased by20.381.89 percent pointDecreased by17.560.52 percent pointExplanation of the key accounting data and financial indicators of the Company as at the end of thereporting period for the previous three years Applicable Not applicableVIII.Differences in accounting data under domestic and overseas accounting standards(I) Differences in net profit and net asset attributable to shareholders of listed company infinancial report disclosed simultaneously according to international accounting standards andaccording to China Accounting Standards(CAS) Applicable Not applicable(II) Differences in net profit and net asset attributable to shareholders of listed company infinancial report disclosed simultaneously according to overseas accounting standards andaccording to China Accounting Standards(CAS) Applicable Not applicable(III) Reasons for the difference between the domestic and overseas accounting standards: Applicable Not applicableIX. Key financial data of 2018 by quartersUnit and Currency: RMBOperating revenueNet profit attributableto shareholders oflisted companyNetprofitafterdeductionofnon-recurring profitor loss attributable toshareholders of 4182,714,072,1481,046,481,8121,079,032,2226 / 333
2018 Annual Report of Qingdao Haier Co., Ltd.Net cash flow 27.5,500,897,538.16087,885,073,092.10Reasons for difference between quarterly data and disclosed regular reporting data Applicable Not ApplicableThe difference between the quarterly data and the disclosed regular reporting data was due to theCompany's business combination under common control during the reporting period, which resulted inretrospective adjustment to the data.X.Non-recurring Profit or Loss Items and Amount Applicable Not ApplicableUnit and Currency: RMBNon-recurring profit or loss itemsAmount in 2018Profit or loss from disposal of non-current assets214,439,336.04Profit from disposal of long-term equity investments259,839,279.75Government grants included in current profit or loss, except thatclosely related to the normal operating business, complied withrequirements of the national policies, continued to be grantedwith the amount and quantity determined under certain standardsGains from the costs of investment in the acquisition ofsubsidiaries, associated companies and joint ventures being lowerthan the share of the fair value of the transferor‘s identifiable netassetsCurrent net profit or loss of subsidiaries from the businesscombination under common control from the opening of theperiod to consolidation dateProfit and loss of changes in fair value arising from holding offinancial assets held for trading and financial liabilities heldfor trading except for valid straddle business relevant tonormal business of the company, as well as investment gainrealized from disposal of financial assets held for trading,financial liabilities held for trading, financial assets availablefor saleTrust fee income from entrusted businessOther non-operatingaforementioned itemsMinority 92,041,683.31-333,421,256.64Income tax-161,566,826.87838,723,256.11TotalXI. Items Measured by Fair Value Applicable Not ApplicableUnit and Currency: RMB7 / 333
2018 Annual Report of Qingdao Haier Co., Ltd.ItemForwardforeigncurrency contractShort-termwealthmanagement productsInvestment in tradingequity instrumentsInterest rate swapagreementContingencyconsiderationInvestment in otherequity instrumentsLong-termwealthmanagement productsBulkeffectivehedgingTotalOpening balance92,274,790.28Closing balanceChangeImpact on her Applicable Not Applicable8 / 333193,118,155.77
2018 Annual Report of Qingdao Haier Co., Ltd.SECTION III SUMMARY OF THE COMPANY’S BUSINESSI.Introduction of major business, operating model of the Company and industry backgroundduring the reporting periodThe Company mainly engages in research, development, production and sales of home applianceswith product portfolios covering refrigerators/freezers, washing machines, air-conditioners, waterheaters, kitchen appliance products, small home appliances, U-home smart home business, etc., offeringcomplete sets of smart home solutions to our consumers through rich portfolio of product and brand tocreate a better life experience, and the Company's channel integration service business mainly providescustomers with full-process services such as distribution, logistic and after-sale of home appliances,household appliances and other products, as well as other value-added services.Since its establishment, the Company has been upholding the concept of ―taking the user as rightand ourselves as wrong‖, while adhering to the spirit of entrepreneurship and innovation and the strategyof keeping up with new developments. The Company has always adh
2018 Annual Report of Qingdao Haier Co., Ltd. Importance Notice I. The Board of Directors, the Board of Supervisors, directors, supervisors and senior management of Qingdao Haier Co., Ltd. (“the Company”) hereby assure that the content set out in the annual report is true, accurate and
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