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1、 Midea Group Co.,Ltd.The 2016 Annual Report 31 March 2017 The 2016 Annual Report of Midea Group Co.,Ltd.2 A Letter to Shareholders “Go for our dreams no matter how difficult it will be”,we have kept that in mind ever since the beginning of 2016.In a changing era with global economic turmoil and Chin
2、as economy in a“New Normal”state,we have never stopped chasing our dreams.With the courage to transform,the pragmatic approach,the hard-working spirit and the enthusiasm in our genes,as well as a market-oriented and open mechanism,the spirit of pioneering and sharing,we were able to deliver an impre
3、ssive performance for the past 2016 and move closer to achieving our dreams.The targets we set for 2016 were all achieved.We enjoy a higher position in this industry with the improved efficiencies,optimized asset structure and growing overseas business.Our efforts in global operations and asset allo
4、cation have produced remarkable results.The acquisitions of Toshiba Lifestyle,KUKA,CLIVET,SERVOTRONIX,etc.around the world are key steps of Midea advancing towards a global technology group of consumer appliances,HVAC and robots&automation.Also,Midea has earned support and recognition from all its s
5、hareholders and the capital market,with its market cap up 34%for 2016 and exceeding RMB200 billion for the first time.In this year,Midea made it to the Fortune Global 500.However,with the world now changing much faster than one might have imagined,the fittest can never always be the fittest,and an e
6、nterprise has to keep adapting itself to changes for survival and growth.In 2017,we will“Keep the Wind in Our Sails”.We will maintain our strategic focusers,face our weaknesses with a humble heart,keep working hard and believe that our efforts will be rewarded someday.After decades of development,we
7、 are confident about Mideas future.It WILL become a global technology enterprise.To make it happen,we will remain pioneering,hold onto Mideas spirit and build a stronger and better Midea.“Leading Products,Operational Efficiency&Global Operations”has been our core strategic The 2016 Annual Report of
8、Midea Group Co.,Ltd.3 focuses for the past few years,and we will stick to that with the following measures for a long time to come:Firstly,we will keep developing leading products by ensuring continual inputs to R&D,as well as improving the R&D structure,R&D environment and innovation mechanism.Mean
9、while,we will strengthen R&D on a global basis by bringing in leading R&D talents for achieving technology breakthroughs and better quality products.In this way,we will be able to increase the core competitiveness of all our products.Secondly,we never stop pursuing operational efficiency.We will unw
10、averingly promote lean management through our whole value chain,as well as the MBS(Midea Business System)and the“T+3”production strategy based on customer orders.With the end and retail demand as the center,we produce accordingly,distribute rapidly,improve the product mix,increase channel efficiency
11、 and reduce inventories so that our business cycles could be further shortened and our cash flows further improved.Finally,we will stick to global operations and continue with our efforts to expand in regional markets so as to build up an international operation system.By promoting business growth o
12、f our existing operations around the world and increasing the weight of overseas business,we are trying to rebuild and optimize Mideas international system at every level and link.In the meantime,we will continue to foster new business.With KUKA as the platform,we will work on industrial robots,comm
13、ercial robots,service robots and artificial intelligence,as well as increase investment in key components and application control in the field of industrial automation.We will try to achieve greater efficiency by streamlining the organization,further improving the appraisal mechanism for employees a
14、nd reforming the incentive mechanism,to make sure that the organization is in line with our strategies and objectives.With dreams,Midea takes only a few decades to grow from a workshop to a Fortune Global 500 company.Through hardship and changes,Midea is now in its golden age.We have achieved so muc
15、h in the past,and we will achieve so much more in the future.Keeping in mind that we still have far to go to create long-term competitive edges and further transformation,in 2017,we will continue to forge valiantly ahead with our dreams The 2016 Annual Report of Midea Group Co.,Ltd.4 and try to achi
16、eve greater success.Finally,we would like to express our gratitude for the support and trust of all our shareholders.We wish to share our success with you!The Board of Directors of Midea Group Co.,Ltd.March 2017 The 2016 Annual Report of Midea Group Co.,Ltd.5 Section I Important Statements,Contents
17、and Definitions The Board of Directors,Board of Supervisors,directors,supervisors and senior management of Midea Group Co.,Ltd.(hereinafter referred to as the“Company”)hereby guarantee that the information presented in this report is free of any false records,misleading statements or material omissi
18、ons,and shall together be wholly liable for the truthfulness,accuracy and completeness of its contents.All directors of the Company attended the Board meeting to review this Annual Report.There are no directors,supervisors,or senior management who do not warrant or who dispute the truthfulness,accur
19、acy and completeness of the contents of this Annual Report.The financial statements of the Company for 2016 have been audited by PricewaterhouseCoopers China(LLP)and have obtained a standard unqualified audit report.Mr.Fang Hongbo,chairman of the Board and president of the Company and Mr.Xiao Minggu
20、ang,responsible person for the Companys financial affairs have represented and warranted that the financial statements in this report are true and complete.The Board has considered and approved the following profit distribution plan for the year 2016:Based on the Companys total existing shares of 6,
21、465,677,368,it is proposed that the Company will distribute cash dividends of RMB10 per 10 shares(tax inclusive)to all shareholders.The future plans and some other forward-looking statements mentioned in this report shall not be considered as virtual promises of the Company to investors.Therefore in
22、vestors are kindly reminded to pay attention to possible investment risks.This report has been prepared in both Chinese and English.Should there be any discrepancies or misunderstandings between the two versions,the Chinese version shall prevail.The 2016 Annual Report of Midea Group Co.,Ltd.6 Conten
23、ts SECTION I IMPORTANT STATEMENTS,CONTENTS AND DEFINITIONS.5 SECTION II COMPANY PROFILE AND KEY FINANCIAL RESULTS.8 SECTION III BUSINESS PROFILE.14 SECTION IV PERFORMANCE DISCUSSION AND ANALYSIS.21 SECTION V SIGNIFICANT EVENTS.48 SECTION VI CHANGES IN SHARES AND INFORMATION ABOUT SHAREHOLDERS.78 SEC
24、TION VII PREFERENCE SHARES.87 SECTION VIII INFORMATION ABOUT DIRECTORS,SUPERVISORS,SENIOR MANAGEMENT AND EMPLOYEES.88 SECTION IX CORPORATE GOVERNANCE.99 SECTION X FINANCIAL REPORT.106 SECTION XI DOCUMENTS AVAILABLE FOR REFERENCE.218 The 2016 Annual Report of Midea Group Co.,Ltd.7 Definitions Term De
25、finition Company,the Company,or Midea Group Midea Group Co.,Ltd.Midea Holding Midea Holding Co.,Ltd.Little Swan Wuxi Little Swan Company Limited Toshiba Toshiba Corporation TLSC Toshiba Lifestyle Products&Services Corporation KUKA KUKA Aktiengesellschaft MECCA MECCA International(BVI)Limited Reporti
26、ng Period 1 Jan.2016 to 31 Dec.2016 The 2016 Annual Report of Midea Group Co.,Ltd.8 Section II Company Profile and Key Financial Results 1.Corporate Information Stock abbreviation Midea Group Stock code 000333 Stock exchange where the shares of the Company are listed Shenzhen Stock Exchange Name of
27、the Company in Chinese 美的集团股份有限公司 Abbr.of the Company name in Chinese 美的集团 Name of the Company in English(if any)Midea Group Co.,Ltd.Abbr.of the Company name in English(if any)Midea Group Legal representative Fang Hongbo Registered address Midea Headquarters Building,No.6 Midea Avenue,Beijiao Town,S
28、hunde District,Foshan City,Guangdong Province,China Postal code 528311 Business address Midea Headquarters Building,No.6 Midea Avenue,Beijiao Town,Shunde District,Foshan City,Guangdong Province,China Postal code 528311 Company website http:/ E-mail IR 2.Contact us Company Secretary Representative fo
29、r Securities Affairs Name Jiang Peng Ou Yunbin Address Midea Headquarters Building,No.6 Midea Avenue,Beijiao Town,Shunde District,Foshan City,Guangdong Province,China Tel.0757-22607708 0757-23274957 Fax 0757-26605456 E-mail IR The 2016 Annual Report of Midea Group Co.,Ltd.9 3.Information Disclosure
30、and Place Where the Annual Report Is Kept Newspaper designated by the Company for information disclosure China Securities Journal,Securities Times and Shanghai Securities News Website designated by the China Securities Regulatory Commission(CSRC)for the publication of the Annual Report http:/ Place
31、where the Annual Report of the Company is kept Office of the Board of Directors of the Company 4.Company Registration and Alteration Organization code 91440606722473344C Changes in main business activities since the Company was listed(if any)None Changes of controlling shareholders of the Company(if
32、 any)None 5.Other Relevant Information Accounting firm engaged by the Company Name of the accounting firm PricewaterhouseCoopers China(LLP)Business address of the accounting firm 11/F.,PricewaterhouseCoopers Center,2 Corporate Avenue,202 Hu Bin Road,Huangpu District,Shanghai 200021,PRC Name of accou
33、ntants for writing signature Yao Wenping,Huang Meimei Sponsors engaged by the Company to continuously perform its supervisory function during the Reporting Period Applicable N/A Name of the sponsor Business office of the sponsor Representative of the sponsor Supervisory period CITIC Securities Co.,L
34、td.CITIC Securities Tower,No.8 Zhong Xin San Road,Futian District,Shenzhen City,Guangdong Province 518040 Zeng Jinsong,Qin Chengdong 2015.6.26-2016.12.31 Note:Upon the receipt of a personnel change notice from CITIC Securities Co.,Ltd.on 21 October 2016,the Company issued an announcement stating tha
35、t Mr.Wu Hongri of CITIC Securities was no longer responsible for relevant work during the supervisory period due to his personal reasons.Mr.Qin Chengdong would replace him to work with Mr.Zeng Jinsong as a representative of the listing sponsor during the supervisory period.Financial advisor engaged
36、by the Company to continuously perform its supervisory function during the The 2016 Annual Report of Midea Group Co.,Ltd.10 Reporting Period Applicable N/A Name of the financial advisor Business office of the financial advisor Representative of the financial advisor Supervisory period CITIC Securiti
37、es Co.,Ltd.CITIC Securities Tower,No.8 Zhong Xin San Road,Futian District,Shenzhen City,Guangdong Province 518040 Wu Renjun,Lin Junjian 2017.1.6-2018.12.31 6.Key Accounting Data and Financial Indicators Whether the Company performed a retroactive adjustment to or restatement of accounting data due t
38、o changes of accounting policies and correction of accounting errors Yes No 2016 2015 YoY Change(%)2014 Operating revenues(RMB000)159,044,041 138,441,226 14.88%141,668,175 Net profits attributable to shareholders of the Company(RMB000)14,684,357 12,706,725 15.56%10,502,220 Net profits attributable t
39、o shareholders of the Company before non-recurring gains and losses(RMB000)13,492,866 10,911,341 23.66%9,476,849 Net cash flows from operating activities(RMB000)26,695,009 26,764,254-0.26%24,788,512 Basic earnings per share(RMB/share)2.29 2.00 14.50%1.66 Diluted earnings per share(RMB/share)2.28 1.9
40、9 14.57%1.66 Weighted average ROE(%)26.88%29.06%-2.18%29.49%At the end of 2016 At the end of 2015 YoY Change(%)At the end of 2014 Total assets(RMB000)170,600,711 128,841,935 32.41%120,292,086 Net assets attributable to shareholders of the Company(RMB000)61,126,923 49,201,852 24.24%39,470,499 Notes:1
41、.For the Company granted,for 2015,5 additional shares per 10 shares to all its shareholders with its capital reserves,the earnings per share for both 2015 and 2014 are restated.2.On 30 June 2016,the Company completed the transaction to acquire 80.1%stake in Toshibas home appliances business,Toshiba
42、Lifestyle Products&Services Corporation(TLSC),which has created market expansion and cost synergies for TLSC.For 2016,TLSC contributed revenue of RMB7,523,598,000 and net profit of RMB32,181,000 to the Company.Total share capital of the Company on the last trading session before disclosure:The 2016
43、Annual Report of Midea Group Co.,Ltd.11 Total share capital of the Company on the last trading session before disclosure(share)6,465,677,368 Fully diluted earnings per share based on the latest share capital above(RMB/share)2.27 Whether there are any corporate bonds Yes No 7.Differences in Accountin
44、g Data under Domestic and Overseas Accounting Standards 7.1 Differences in the net profits and net assets disclosed in the financial reports prepared under the international and China accounting standards Applicable N/A No such differences for the Reporting Period.7.2 Differences in the net profits
45、and net assets disclosed in the financial reports prepared under the overseas and China accounting standards Applicable N/A No such differences for the Reporting Period.7.3 Reasons for the differences in accounting data under domestic and foreign accounting standards Applicable N/A 8.Key Financial R
46、esults by Quarter RMB000 Q1 Q2 Q3 Q4 Operating revenues 38,341,624 39,180,663 38,856,130 42,665,624 Net profits attributable to shareholders of the Company 3,907,252 5,589,241 3,311,500 1,876,364 Net profits attributable to shareholders of the Company before non-recurring gains and losses 3,745,392
47、5,354,852 3,131,646 1,260,976 Net cash flows from operating activities 6,595,024 1,534,139 10,908,332 7,657,514 Whether there are any material differences between the financial indicators above or their summations and those The 2016 Annual Report of Midea Group Co.,Ltd.12 which have been disclosed i
48、n quarterly or semi-annual reports Yes No 9.Non-recurring Profits and Losses Applicable N/A RMB000 Item 2016 2015 2014 Note Profit or loss from disposal of non-current assets-134,258-242,814-223,943 Government grants accounted for,in the profit or loss for the current period(except for the governmen
49、t grants closely related to the business of the Company and given at a fixed amount or quantity in accordance with the States uniform standards)1,330,065 1,348,652 790,501 Profit generated for the costs of the Company in the acquisition of subsidiaries,associates or joint ventures are lower than the
50、 fair value of the Companys share in the identifiable net assets of the investees 19,513 Profit or loss from entrusted investments or entrusted asset management 1,008,770 953,661 Corporate restructuring costs(e.g.staff replacement costs and expenses for consolidation)-17,259 Except for effectively h