《青岛海尔：2017年年度报告（英文版）.PDF》由会员分享，可在线阅读，更多相关《青岛海尔：2017年年度报告（英文版）.PDF（299页珍藏版）》请在taowenge.com淘文阁网|工程机械CAD图纸|机械工程制图|CAD装配图下载|SolidWorks_CaTia_CAD_UG_PROE_设计图分享下载上搜索。
1、 Stock Code:600690 Short Name:Qingdao Haier Qingdao Haier Co.,Ltd.2017Annual Report 2017 Annual Report of Qingdao Haier Co.,Ltd.1 Important Notice I.The Board of Directors,the Board of Supervisors,directors,supervisors and senior management of Qingdao Haier Co.,Ltd.(“the Company”)hereby assure that
2、the content set out in the annual report is true,accurate and complete,and free from any false record,misleading representation or material omission,and are individually and collectively responsible for the content set out therein.II.Information of Directors absent from Meeting Position of director
3、absent from meeting Name of director absent from meeting Reason for the absence of director from meeting Name of proxy Independent Director Dai Deming Personal affair Shi Tiantao III.Shandong Hexin Certified Public Accountants(LLP)has issued a standard and unqualified audited report for the Company.
4、IV.Liang Haishan(legal representative of the Company),Gong Wei(chief financial officer of the Company)and Ying Ke(the person in charge of accounting department)hereby certify that the financial report set out in the annual report is true,accurate and complete.V.Proposal of profit distribution and pr
5、oposal of capitalizing capital reserves for the reporting period examined and reviewed by the Board Proposal of profit distribution for the reporting period examined and reviewed by the Board:to declare a cash dividend of RMB3.42 per 10 shares(tax inclusive)based on the total number of shares as at
6、the registration date in respect of future proposal for profit distribution.VI.Disclaimer in respect of forward-looking statements Applicable Not applicable Forward-looking statements such as future plans,development strategies as set out in this report do not constitute our substantial commitment t
7、o 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 201
8、7 Annual Report of Qingdao Haier Co.,Ltd.2 IX.Important Risk Warnings For the possible risks which the Company may encounter,please refer to the relevant information set out in the Section of DISCUSSION AND ANALYSIS ON OPERATIONS in this report.X.Others Applicable Not applicable Chairman:Liang Haish
9、an Qingdao Haier Co.,Ltd.24 April 2018 Note:This Report and its abstract have been prepared in both Chinese and English.Should there be any discrepancies or misunderstandings between the two versions,the Chinese version shall prevail.2017 Annual Report of Qingdao Haier Co.,Ltd.3 Contents Section I D
10、EFINITIONS.4 Section II GENERAL INFORMATION OF THE COMPANY AND FINANCIAL INDICATORS.6 Section III SUMMARY OF THE COMPANYS BUSINESS.12 Section IV DISCUSSION AND ANALYSIS ON OPERATIONS.21 Section V SIGNIFICANT EVENTS.51 Section VI CHANGES IN SHARES AND INFORMATION ABOUT SHAREHOLDERS.87 Section VII REL
11、EVANT INFORMATION OF PREFERRED SHARES.101 Section VIII DIRECTORS,SUPERVISORS,SENIOR MANAGEMENT AND EMPLOYEES.102 Section IX CORPORATE GOVERNANCE.115 Section X RELEVANT INFORMATION ON CORPORATE BONDS.124 SECTION XI FINANCIAL REPORT.126 SECTION XII DOCUMENTS AVAILABLE FOR INSPECTION.299 4 Section I DE
12、FINITIONS 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 The Company,Qingdao Haie
13、r Qingdao Haier Co.,Ltd.Four Major Securities Newspapers China Securities Journal,Shanghai Securities News,Securities Times,Securities Daily KKR,KKR(Luxembourg)KKR Home Investment S.r.l.,a wholly owned subsidiary of KKR China Growth Fund L.P.,is a project company incorporated in Luxembourg in accord
14、ance with international practices for the sole purpose of strategic investment in the Company Haier Electrics,1169 Haier Electronics Group Co.,Ltd.(a company listed in Hong Kong,stock code:01169.HK)GEA GE Appliances,Household Appliance Assets and Business of General Electric FPA Fisher&Paykel Applia
15、nces Holdings Limited(Chinese Name:斐雪帕克)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,wash
16、ing machine,clothes dryer and etc.Its business covers over 50 countries/regions across the world.In 2012,it became a wholly owned subsidiary of Haier Group.In order to perform the undertaking of Haier Group in respect of eliminating horizontal competition,the Company entered into the Trust Agreement
17、 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.CMM China Market Monitor Co.,Ltd.,established
18、in 1994,has been focusing on research on retail sales in China consumption market for a long term and is the nationally recognized market research institute in terms of appliance area.Euromonitor Euromonitor,established in 1972,is the leading strategic market information supplier and owns over 40-ye
19、ar experience in respect of publishing market report,commercial reference data and on-line 5 database.They create data and analysis on thousands of products and services around the world.The Stevenson Company Based in Kentucky,the U.S.,the firm is an institution specializing in market survey,researc
20、h and analysis.The market research and analysis business of the Company started in 1995.Its TraQline product is a world-famous survey and research report on market share.The TraQline product offers customers with analysis based on global market share and consumer behaviors and supports the decision-
21、making of various businesses.IEC The International Electrotechnical Commission.Founded in 1906,it is the worlds first organization for the preparation and publication of international standards of electro technologies,and is responsible for international standardization for electrical engineering an
22、d electronic engineering.The goals of the commission include:to ensure that the standards and conformity assessment programs are applied globally in a prioritized manner and to the greatest extent;to assess and improve the quality of products and services involved in its standards;to create conditio
23、ns for the common use of complicated systems;to improve the effectiveness of the industrialization process;to improve human health and safety,and to protect the environment.9 Interconnected Factories Shenyang Refrigerator Interconnected Factory,Foshan Front-Loading Washing Machine Interconnected Fac
24、tory,Zhengzhou Air-conditioner Interconnected Factory,Qingdao Mold Interconnected Factory,Qingdao Water Heater Interconnected Factory,Qingdao FPA Electrical Machine Interconnected Factory,Jiaozhou Air-Conditioner Interconnected Factory,Huangdao Central Air-Conditioner Interconnected Factory,Huangdao
25、 Smart Kitchen Interconnected Factory 4+7+N smart full scene&customized solution package 4 refers to the four areas where Haier keeps upgrading:smart lounge,smart kitchen,smart bathroom and smart bedroom.7 refers to the air,water,cleansing and maintenance,security,voice-control,health and informatiz
26、ation of a house while N refers to variables,i.e.users may customize their own smart living scene based on their living habit,realizing unlimited possibilities.The mode people plus goal Individual means staff;goal means the need of users,rather than the orders in narrow sense.The mode people plus go
27、al encourages the integration of staff with users,and win-win means to realize every employees value while creating value for users.6 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 QINGD
28、AO HAIER CO.,LTD.English short name HAIER Legal representative Liang Haishan II.Contact Person and Contact Information Secretary to the Board Representative of securities affairs Name Ming Guozhen Liu Tao Address Department of Securities of Qingdao Haier Co.,Ltd.Haier Information Industrial Park,No.
29、1 Haier Road,Qingdao City Department of Securities of Qingdao Haier Co.,Ltd.Haier Information Industrial Park,No.1 Haier Road,Qingdao City Tel 0532-88931670 0532-88931670 Fax 0532-88931689 0532-88931689 Email III.General Information Registered address Haier Industrial Park,Laoshan District,Qingdao C
30、ity Postal code 266101 Business address Haier Information Industrial Park,Laoshan District,Qingdao City Postal code 266101 Website http:/ IV.Place for Disclosure and Deposit of Information Designated newspaper for information disclosure Shanghai Securities News,Securities Times,China Securities Jour
31、nal,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 7 V.Summarized Information of Shares of the Company Summarized inform
32、ation of shares of the Company Type of Shares Stock Exchange of Shares Listed Stock Short Name Stock Code Stock Short Name Before Variation A shares Shanghai Stock Exchange Qingdao Haier 600690/VI.Other Related Information Accounting firm engaged by the Company(domestic)Name Shandong Hexin Certified
33、 Public Accountants(LLP)Business address 26th 27th Floor,Century Building,No.39 Donghai Road West,Qingdao City Name of signing accountant Wang Hui(王辉),Han Xiaojie（韩晓杰）Financial advisor responsible for continuing supervision during the reporting period Name China International Capital Corporation Lim
34、ited Business address 27th&28th Floor,China World Office 2,1 Jianguomenwai Avenue,Beijing Name of signing representative of financial advisor Chen Jingjing(陈静静),Hu Xiaojun(胡霄俊)Period of continuing supervision 12 January 2017 to 31 December 2018 Notes:（1）Financial advisor responsible for continuing s
35、upervision during the reporting period:On 12 January 2017,the Company issued the Report on the Execution of Acquisition of Significant Assets by Qingdao Haier Co.,Ltd.,according to which,the acquisition of significant assets related to the acquisition of the appliance assets of General Electric had
36、been completed.As the financial advisor for this acquisition of significant assets,China International Capital Corporation Limited will carry out continuing supervision on the Company during the continuing supervision period from 12 January 2017 to 31 December 2018.（2）Sponsor responsible for continu
37、ing supervision during the reporting period:During the reporting period,the Company had a public issuance of convertible bonds.As at the disclosure date of this report,the issue has not yet completed.China International Capital Corporation Limited,the sponsor of such issue,will carry out continuing
38、supervision on the Company starting from the completion of such issuance of 8 convertible bonds.VII.Key accounting data and financial indicators for the last three years(I)Key accounting data Unit and Currency:RMB Key accounting data 2017 2016 YoY change(%)2015 After adjustment Before adjustment Ope
39、rating revenue 159,254,466,909.46 119,132,261,662.60 119,065,825,201.51 33.68 89,797,165,994.89 Net profit attributable to shareholders of the Company 6,925,792,321.27 5,041,782,280.78 5,036,652,240.84 37.37 4,303,751,562.92 Net profit after deduction of non-recurring profit or loss attributable to
40、shareholders of the Company 5,624,061,708.46 4,332,453,050.07 4,332,453,050.07 29.81 3,674,952,510.15 Net cash flows from operating activities 16,086,588,028.31 8,135,878,351.88 8,054,704,601.30 97.72 5,604,166,955.11 As of December 31 2017 As of December 31 2016 YoY change(%)As of December 31 2015
41、After adjustment Before adjustment Net assets attributable to shareholders of the Company 32,215,515,201.45 26,438,188,226.56 26,364,725,409.83 21.85 22,733,334,660.35 Total assets 151,463,110,707.63 131,469,157,348.79 131,255,290,325.24 15.21 75,960,718,327.49 (II)Key financial indicators Key finan
42、cial indicators 2017 2016 YoY change(%)2015 After adjustment Before adjustment Basic earnings per share(RMB per share)1.136 0.827 0.826 37.36 0.706 Diluted earnings per share(RMB per share)1.088 0.824 0.823 32.04 0.706 Basic earnings per share after deducting non-recurring 0.922 0.71 0.71 29.86 0.60
43、3 9 profit or loss(RMB per share)Weighted average return on net assets(%)23.59 20.38 20.41 Increased by 3.21 pct pt 16.22 Weighted average return on net assets after deducting non-recurring profit or loss(%)19.15 17.56 17.56 Increased by 1.59 pct pt 13.86 Explanation of the key accounting data and f
44、inancial indicators of the Company as at the end of the reporting period for the previous three years Applicable Not applicable VIII.Differences in accounting data under domestic and overseas accounting standards(I)Differences in net profit and net asset attributable to shareholders of listed compan
45、y in financial report disclosed simultaneously according to international accounting standards and according to accounting standards in the PRC Applicable Not applicable (II)Differences in net profit and net asset attributable to shareholders of listed company in financial report disclosed simultane
46、ously according to overseas accounting standards and according to accounting standards in the PRC Applicable Not applicable (III)Reasons for the difference between the domestic and overseas accounting standards:Applicable Not applicable IX.Key financial data of 2017 by quarters Unit and Currency:RMB
47、 Q1(January-March)Q2(April-June)Q3(July-September)Q4(October-December)Operating revenue 37,741,143,448.27 39,834,606,531.83 41,613,863,654.10 40,064,853,275.26 10 Net profit attributable to shareholders of the Company 1,738,763,572.81 2,688,304,831.70 1,255,293,313.13 1,243,430,603.63 Net profit aft
48、er deduction of non-recurring profit or loss attributable to shareholders of the Company 1,461,794,756.85 2,315,544,698.1 917,996,951.12 928,725,302.39 Net cash flows from operating activities 5,809,318,531.26 2,583,882,374.92 5,766,852,092.76 1,926,535,029.37 Reasons for difference between quarterl
49、y data and regular reporting data Applicable Not applicable X.Non-recurring Profit or Loss Items and Amount Applicable Not applicable Unit and Currency:RMB Non-recurring profit or loss items 2017 Loss and profit from disposal of non-current assets 64,634,658.86 Tax refund,reduction or exemption with
50、 approval exceeding authority or without official approval or occasionally Government grants included in current profit or loss,except that closely related to the normal operating business,complied with requirements of the national policies,continued to be granted with the amount and quantity determ