[年报]比音勒芬(002832):2021年年度报告全文（英文版）
原标题:比音勒芬:2021年年度报告全文（英文版） April 2022 Section I Important Notice, Contents and Definitions The Board of Directors and the Board of Supervisors of the Company and its directors, supervisors and senior management warrant that the information contained in this annual report is true, accurate and complete without any false records, misleading statements or material omissions, and severally and jointly accept legal liability thereof. Xie Bingzheng, the person in charge of the Company, Tang Xinqiao, the person in charge of accounting of the Company, and Chen Shaobing, the person in charge of the accounting department of the Company, have declared that they warrant the truthfulness, accuracy and completeness of the financial statements set out in this annual report. All directors of the Company attended the Board meeting on which this report was reviewed. The forward-looking statements in this annual report, including development strategies and business plans, do not constitute substantive commitments of the Company to investors. Investors and related personnel should remain vigilant and understand the differences between plans, forecasts and commitments. Investors should be aware of the investment risks. The Company needs to comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. The Company has described potential risks it may face in the future in “Section III Discussion and Analysis of the Management” and “Section XI Future Development Prospects of the Company”. Investors should be aware of the investment risks. The Board meeting has deliberated and approved the following profit distribution proposal: Distribute a cash dividend of RMB3.00 (tax inclusive) for every 10 shares to all shareholders based on a total share capital of 570,707,084 shares as at March 31, 2022; no bonus shares will be issued and no capital reserve will be converted into share capital. Contents Section I Important Notice, Contents and Definitions ................................................................................................................. 2 Section II Company Profile and Key Financial Indicators .......................................................................................................... 8 Section III Discussion and Analysis of the Management ............................................................................................................ 13 Section IV Corporate Governance ............................................................................................................................................. 59 Section V Environmental and Social Responsibilities ................................................................................................................ 83 Section VI Significant Events ..................................................................................................................................................... 85 Section VII Changes in Shareholding and Information of Shareholders ................................................................................... 95 Section VIII Particulars of Preference Shares .......................................................................................................................... 103 Section IX Particulars of Bonds ............................................................................................................................................... 104 Section X Financial Report....................................................................................................................................................... 108 Documents Available for Inspection (1) Financial statements affixed with official stamps and the signatures of the Company’s responsible person, the person in charge of accounting, and the person in charge of accounting department of the Company; (2) Original of the audit report affixed with the stamp of the accounting firm as well as stamps and signatures of the certified public accountants; (3) All original copies of the Company’s documents and the original drafts of the Company’s announcements as disclosed on websites designated by the CSRC during the reporting period; (4) Place for document inspection: Office of the Board of Directors. Terms and Definitions
I. Company Information
Accounting firm engaged by the Company
√ Applicable □ Not applicable
□ Applicable √ Not applicable VI. Main Accounting Data and Financial Indicators Whether the Company needs to perform retrospective adjustment or restatement of accounting data for previous years
all negative, and the audit report of the most recent year shows that the Company’s ability to continue operations is uncertain. □ Yes √ No The lower of the net profits before and after deducting the non-recurring profit and loss is negative. □ Yes √ No VII. Difference in Accounting Data under Domestic and International Accounting Standards 1. Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS) □ Applicable √ Not applicable No such differences for the reporting period 2. Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS) No such differences for the reporting period VIII. Major Financial Indicators by Quarter Unit: RMB
financial indicators disclosed in the Company’s quarterly reports and semi-annual report □ Yes √ No IX. Non-recurring Items and Amounts √ Applicable □ Not applicable Unit: RMB
The Company has no other profit and loss items that qualified the definition of non-recurring profit and loss. Descriptions where the Company defines any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period □ Applicable √ Not applicable The Company did not define any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period. Section III Discussion and Analysis of the Management I. Status of the Industry in Which the Company Is Located during the Reporting Period The Company needs to comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. 1. China’s garment industry continues to pick up, with profit growing at an accelerated rate. China’s garment industry continued the recovery trend as of December 2021, with steady improvement in domestic sales and rapid growth in exports. As both performances and profitability of enterprises were picking up, the overall economic operation of the industry was stabilized during the reporting period. From January to December 2021, there were 12,653 industrial enterprises above designated size in China’s garment industry, which realized revenue of RMB1,482.336 billion, an increase of 6.51% over the previous year; their total profit reached RMB76.782 billion, up by 14.41% over the previous year. Both the quality and efficiency of the garment industry are improving, with profit growing at a faster speed. Source: National Bureau of Statistics of China 2. China’s garment industry will usher in a golden decade, with high end and branding as the main theme. The China National Garment Association (CNGA) complied and published the Guiding Opinions on the Development of China’s Garment Industry during the 14th Five-Year Plan and the Long-range Objectives through the Year 2035 in October 2021.The document proposed the following brand development goals: During the 14th Five-Year Plan, the quality of apparel products will continue to improve while cultural connotations and influences of brands will continue to be enhanced. The brand incubation and management system will be further optimized to create a batch of well-known brands with market recognition and good reputation. Efforts will be stepped up to foster three to five international brands with discourse power in the global fashion circle and to build In January 2022, the State Council printed and distributed the 14th Five-Year Plan for Market Regulation Modernization. According to the document, China will roll out an initiative of brand building. Pilot efforts will be made in the consumer goods sector including cosmetics, garment, textile and electronics to cultivate a batch of high-end brands. In the next golden decade, China’s garment industry will accelerate integration into the new “dual circulation” development pattern and, focusing on the “technology, fashion and green” theme, speed up the branding, digital, fashion and green based transformation. Efforts will be made to strengthen the competitiveness of enterprises in the new era and forge a new industrial ecology that integrates technology, fashion and sustainable development, to effectively promote the high-quality development of the industry. 3. Domestic sportswear market boasts huge potential, and high-end fashion sportswear becomes the new wind gap. In March 2022, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly promulgated the Opinions on Building a Higher-level Public Service System for National Fitness, which proposed to implement the “National Fitness Program”. By 2035, the public service system for national fitness that is compatible with modern socialist countries will be established in an all-round way, while more than 45% of the population will exercise regularly. Fitness and sports will become a common way of life and people’s physical quality and health level will lie at the forefront of the world. Previously, the National Fitness Plan (2021-2025) pointed out that by 2025, the total output value of China’s sports industry would increase to RMB5 trillion, meaning a compound annual growth rate of about 9% in the next five years. This will provide ample room for the growth of domestic sportswear industry. Moreover, according to a report of Global Industry Analysts Inc., global sports & fitness clothing market is expected to reach US$221.3 billion by 2026, and China is forecast to reach US$27 billion. Wherein, the global market for Top Wear segment is estimated at US$100.5 billion by 2026 reflecting a compound annual growth rate of 5.1%. China is poised to register the fastest compound annual growth rate of 8.3%, to reach US$14.5 billion by 2026. If calculated on this basis, the high-end market will soon occupy half of the entire sportswear industry. In addition, as consumers pay more attention to the design beauty and fashion elements of clothes, the domestic high-end fashion sportswear will usher in new growth momentum. 4. With the rise of China-chic, domestic accessible luxury sportswear brands have the opportunity of corner overtaking. In March 2021, the Fourth Session of the 13th National People’s Congress deliberated and approved the Outline of the 14th Five-Year Plan for Economic and Social Development and Long-Range Objectives through the Year 2035. On the supply side, the Outline emphasizes to build a strong manufacturing country and promote the optimization and upgrading of the manufacturing industry. On the consumption side, priority is given to accelerate the cultivation of a complete domestic demand system, strengthen the fundamental role of consumption in economic development, and steadily improve the level of household consumption. The “dual upgrade” of both supply and demand has given rise to a new round of brand upgrading. Therefore, domestic brands user in a historical opportunity. In accordance with the Report on Yong People’s Consumption of Domestic Brands 2021, about 70% of the 90s and 80% of the millenniums tend to choose domestic brands in shopping, indicating that young consumers have shifted their preferences to local brands. Under the influence of global environment, coupled with the support of domestic consumers for local brands, the sales of international brands have declined in China. At the same time, domestic sports brands are increasing their investments in innovative research and development, supply chain and new retail. International brands no longer have an obvious edge in China’s mid- to high-end markets, while domestic brands gradually take on a trend of “high-end + segmentation + digitalization”. Domestic brands now have the possibility of overtaking international brands in the mid- to high-end markets. China’s local accessibly luxury sports brands will usher in a good opportunity for development. During the reporting period, there were no significant changes to national taxation, import and export policies that would exert a significant impact on the Company against the industry in which the Company is located. II. Principal Businesses of the Company during the Reporting Period The Company needs to comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. (I) Principal businesses BIEM.L.FDLKK Garment Co., Ltd. mainly engages in the research and design of sportswear, brand promotion, marketing network construction and supply chain management. Adhering to the positioning of a high-end fashion sportswear brand, the Company digs deep in its principal businesses. It is dedicated to meeting the multi-scenario dressing needs of the elites and the pursuit of a refined and beautiful life, with a brand design concept of “three high and one innovation”, i.e. “high quality, high taste and high technology and innovative spirit”. Product research and design Brand promotion Digital operation and marketing Supply chain network management construction Principal businesses of the Company The Company focuses on a segment of the garment industry and implements a multi-brand strategy. Priority is given to the cultivation of core competitiveness, so as to build a leading brand in the segmented garment sector. Currently, the Company has two 1. BIEM.L.FDLKK brand brand power enhancement, and channel expansion have driven the high growth of the brand. The Company intends to build it into the first brand that would pop up in the minds of people when think of high-end golf casual apparel. The BIEM.L.FDLKK brand (1) Lifestyle series The lifestyle series adopt internally-renowned fabrics and accessories, ultimate craftsmanship and brilliant designs to ensure high taste. (2) Fashion series The fashion series integrate elements of international trends and use high-quality fabrics and acme tailoring to ensure the fashion sense and quality of the products. The series target at young consumers who are keen on self-image and attire charm with a taste for personality and accessible luxury. (3) Palace culture series co-branded with the Forbidden City The palace culture of the Forbidden City is a symbol of nobility and classics, which has withstood the changes of the times with endless new vitality. Golf is the representative of aristocratic culture. The Company combines the design essence and spiritual charm of the two and gives them a new taste and charm with quality craftsmanship, to show the national confidence of contemporary Chinese people. Under the continued, in-depth cooperation, the two parties have introduced series of co-branded products, including “Zhen Dou Yi Ni” (the Emperor is at your service), “Tian Guan Ci Fu” (heaven official’s blessing), “Fu Lu Shou” (three gods of fortune, prosperity and longevity), and “Feng Tian Cheng Yun” (Mandate from Heaven). These joint products bring trendy clothes with signature Chinese styles to consumers. (4) Golf series Golf series are positioned as a high-end fashion sportswear. Using the world’s leading functional fabrics and integrating characteristics of the golf sport into design, the products boast both functionality and comfort. Target consumers are golf enthusiasts who pay attention to sports, fashion and functionality. 2. CARNAVAL DE VENISE The products cater to the segmented market sector and satisfy the multi-scenario dressing needs of middle-class consumers in high-quality travels. It is hoped that when people think of vacation travel apparel, CARNAVAL DE VENISE would be the first to pop up in their minds. Upstream Midstream Downstream U-shaped smile curve 2. Design and development model: Building high-end, differentiated products with ingenuity and craftsmanship Adhering to the product design and development concept of “three high and one innovation”, i.e. high quality, high taste and high technology, and one innovation, the Company improves product taste and cultural connotations of brands through fabric innovation, process innovation, plate innovation, and crossover design innovation. It strives to offer consumers with high-value products and meet their differentiated demands in consumption upgrading. The product design and development process of the Company mainly comprises four stages: market data analysis and forecast, conception and initial design, plate making and review, verification on ordering meetings and design finalization Market data analysis Conception and Plate making and Verification on ordering and forecast initial design review meetings and design finalization 3. Sales model: Online + offline omni-channel layout The Company mainly adopts a sales model of direct sales plus franchise, so it boasts obvious advantages in offline channels. Sales outlets of the Company’s products are divided into company-operated stores and franchise stores. Currently, the Company mainly sets up company-operated stores in the first- and second-tier cities and franchise stores in other cities. Meanwhile, the Company makes active deployments in digital new retail channels and has opened flagship stores on Tmall, JD and Vipshop. Livestream shopping and recommendations on Xiaohongshu (Little Red Book), TikTok and WeChat mini-programs are also utilized to tap customers with high stickiness and products with high repurchase rates. The integration of offline and online channels have achieved omni-channel layout. (III) Status of the Company in the industry 1. The Company occupies a leading position in the industry with revenue and net profit growing rapidly in the year. During the reporting period, the Company has driven growth via continued R&D investment, production innovation, brand enhancement, marketing network upgrade, supply chain management improvement, and opening of stores at a faster speed. The revenue and net profit attributable to shareholders of the parent company maintained an upward trend throughout the year, while profitability ranked among the top. Compared with previous year, both revenue and net profit hit a new high. 2. Taking up the largest comprehensive market share for four consecutive years, T-shirts have become a super category of the Company. According to a statistical survey on T-shirt sales of national large-scale retail enterprises conducted by the China General Chamber of Commerce and the China National Commercial Information Center, the comprehensive market share (weighted average of market share by volume and market coverage) of BIEM T-shirts dwarfed all other products of the same kind for four consecutive years (2018-2021). Judging from the sales volume, T-shirts have become a super category of the Company. From 2022 onwards, the Company will continue to tap its advantages, build itself into the “T-shirt Expert”, and drive strategic upgrading under the leadership of a single category. This could facilitate the further open-up of market space. 3. Golf series rank first in comprehensive market share for five consecutive years (2017-2021) According to a statistical survey on national large-scale retail enterprises conducted by the China General Chamber of Commerce and the China National Commercial Information, in 2021, golf series, with a lion’s share of 62.87%, ranked the first in comprehensive market share (weighted average of market share by volume and market coverage) among similar products, while its market share by volume and market coverage took up 62.87% and 72.18%, respectively. The golf series have ranked the first in comprehensive market share for five consecutive years (2017-2021). Comprehensive market share 62.87% Market share by volume Golf series leading the 72.81% market for five consecutive years Market coverage 56.25% 4. Continue to sponsor the Chinese National Golf Team and firmly occupy the commanding height of the domestic professional golf apparel market. The Company and the Chinese National Golf Team embarked on a journey of partnership in 2013. Now, eight years later, the two parties have renewed the sponsorship for another eight years. The Company continuously provides professional training and competition uniforms for the national team with constant innovations and the craftsmanship spirit. The uniforms have demonstrated the confidence of China as a nation and the confidence of Chinese brands in international competitions such as the Olympic Games and the World Cup. This is our way of contributing to China’s golf industry. In 2021, the Company designed the second-generation five-star uniforms for the national team to help them compete in the Tokyo Olympics and win glory for the country. The two has made a pact of fighting together in Paris 2024. III. Analysis of Core Competitiveness (I) Competitiveness in respect of brand positioning: High-end, distinctive, unique and differentiated segment market Targeting at quality segment tracks, the Company implements a multi-brand development strategy and a differentiated market positioning strategy to accurately meet consumers’ differentiated dressing needs for different dressing scenarios in the context of consumption upgrading. and aims to become a high-end golf casual apparel brand. Target consumers include golf enthusiasts and middle-income or above consumers who agree with golf culture and like golf-style clothing. The products feature distinctive personality and consistent style in design that emphasize on “resonance” with target consumers. They are committed to providing consumers with high-quality, high-grade and high-tech wearing experience. Driven by constant product innovation, brand power enhancement and channel expansion, the brand aims to become the foremost sports casual apparel brand in the minds of consumers. new brand worth tens of billions that would pop up in the minds of consumers whenever they think of vacation travel apparel. (II) Competitiveness in respect of product R&D: Industry-leading product development and design edges The Company is equipped with a high-quality design and development team, who have years of experience in the design of luxury brands and golf apparel series of international well-known brands. They are rather proficient in aspects like design concepts, color application, process design and performance, fabric processing and grasping, etc. When it comes to design, priority is given to the use of new technologies, new craftsmanship and high-tech fabrics. Under the guidance of cross-border design concepts, sports elements, leisure elements and fashion elements are fused to achieve the unity of functionality and aesthetics. Each year, the Company’s design department would come up with over a thousand designs, which is a testimony to the Company’s strong R&D and design capabilities. Up to now, the Company owns 107 invention, utility model and design patents, of which 6 are authorized invention patents, 69 authorized utility model patents and 32 authorized design patents. Another 7 invention patents are under substantive examination. In the future, the Company will continue to increase investment in research and development and build highly competitive products through fabric innovation, plate optimization, design breakthroughs and cultural empowerment, to maintain and solidify its competitive edges in product R&D. Korean designer LEE HYOJEONG French design master SAFA SAHIN (III) Competitiveness in respect of product quality: Consistently adhering to the high quality of products Products are the core competitiveness of brands while quality is the lifeline of brands. The pursuit of quality has been a consistent theme of the Company. Regarding “high-quality fabrics, bright colors, novel styles and fine workmanship” as advantages of its products, the Company strives to offer high-quality products to consumers. In order to ensure product quality, the Company insists on strictly selecting high-grade, high-performance fabrics. For example, the selected anti-bacterial fabrics can inhibit bacteria and deodorize for a long period of time; the elastic and quick-dry fabrics have quick-drying and breathable effect without binding feeling, so the apparel feels refreshing and non-sticky; the diamond fiber fabrics are light, warm, wear-resistant, and environmental friendly, being 1/3 lighter than ordinary fiber fabrics of the same thickness but 50% higher heat preservation rate; the Hungarian white goose down has 1,000 fill power, ensuring that the down jacket is lighter and warmer. The Company maintains stable cooperative relations will renowned fabric suppliers in Italy, South Korea and Japan that are also partners of international top brands. Technical and R&D staff of the Company regularly exchange with fabric suppliers. Sometimes, joint efforts are made to conduct targeted development of products based on style characteristics of the Company’s products. (IV) Competitiveness in respect of channels: Offline channel advantages + digital new retail Offline channels of the Company have a presence in high-end department stores, shopping centers, airport and high-speed rail hubs and golf courses throughout the country. As of December 31, 2021, the Company’s marketing network has covered 31 provinces, autonomous regions and municipalities, including core business districts, high-end department stores, airports, well-known golf clubs, etc. The number of stores at the end of 2021 reached 1,100, up by 121 compared with 979 at the end of 2020, of which 532 were Company-operated stores and 568 were franchise stores. The number of outlet stores increased steadily year by year. Outlet stores are the main channel to digest inventories. Generally inventories within two years of aging can be well digested. Even at 40% to 60% off, there is still large profit margin. The middle class in third- and fourth-tier cities will become the fastest growing group in the future. Increased income has significantly improved the consumption confidence of residents in these cities. Particularly, their demand for high-end brands has risen significantly. The Company remains optimistic about the prospects of high-end consumer markets in lower-tier cities, and will seize the opportunity and sink its channels to the fast-growing third- and fourth-tier cities. Moreover, the Company actively deploys online channels and cooperates in-depth with e-commerce platforms. Through livestreaming platforms, it steers quality VIP customers from offline to online. An “offline + online” channel layout could provide consumers with more choices and more convenient services. (V) Competitiveness in respect of branding and marketing strategies: Consistent with its positioning The Company, closely revolving around main target consumer groups, implements integrated marketing from commodity planning, product design, terminal visual image, window advertising to product display, brand endorsement and planning of marketing activities, with a view to enhancing brand popularity and reputation. Based on its high-end positioning, the Company has analyzed the habits of target consumer groups and adopted a series of new media marketing measures thereupon. A matrix of measures including celebrity endorsement, sports competition sponsorship, entertainment marketing, event marketing, and contribution to public welfare activities were carried out, to continuously consolidate brand power. Hawick Lau Hoi-Wai was invited to BIEM stores to meet and interact with fans. (VI) Competitiveness in respect of management: Experienced management team The Company boasts a management team with rich experiences, consistent philosophy, aggressiveness, dedication and perseverance. （未完）  |