[年报]泸州老窖(000568):2021年年度报告（英文版）
原标题:泸州老窖:2021年年度报告（英文版） Luzhou Laojiao Co., Ltd. 2021 Annual Report April 2022 Section I Important Statements, Contents and Definitions The Board of Directors, Board of Supervisors, directors, supervisors and senior management guarantee that the information presented in this report is free of any false records, misleading statements or material omissions, and shall individually and together be legally liable for truthfulness, accuracy and completeness of its contents. Liu Miao, responsible person for the Company, Xie Hong, responsible person for accounting work and Yan Li, responsible person for the Company’s financial affairs (Accounting Supervisor) have warranted that the financial statements in this report are true, accurate and complete. Other directors attended the board meeting to deliberate this report by themselves except the following directors.
Affected by risks, uncertainties and assumptions, the forward-looking statements concerning business objectives and future plans made in this report based on the subjective assumptions and judgments of the future policies and economic conditions may be significantly different from the actual results. Such statements shall not be considered as virtual promises of the Company to investors, and the investors and relevant persons shall maintain adequate risk awareness and shall understand the differences between plans, forecasts and commitments. In the annual report, the potential risks in the operation of the Company have been disclosed. Investors are kindly reminded to pay attention to possible investment risks. The profit distribution plan approved by the board of directors: based on 1,471,615,076 shares, a cash dividend of CNY 32.44 (tax inclusive) will be distributed for every 10 existing shares held, 0 shares of bonus shares (tax inclusive), and reserves would not be converted into share capital. 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. Contents Section I Important Statements, Contents and Definitions ......................................... 2 Section II Company Profile and Key Financial Results ............................................... 6 Section III Management Discussion and Analysis .................................................... 11 Section IV Corporate Governance ............................................................................ 43 Section V Environmental and Social Responsibility ................................................ 72 Section VI Significant Events ................................................................................... 80 Section VII Changes in Shares and Information about Shareholders....................... 89 Section VIII Preferred Shares ................................................................................... 98 Section IX Information about Bond .......................................................................... 99 Section X Financial Report ..................................................................................... 108 Documents Available for Reference 1. Financial statements signed and stamped by the responsible person for the Company, the responsible person for accounting work and the responsible person for the Company’s financial affairs (Accounting Supervisor); 2. The original of the auditor’s report with the seal of the accounting firm, and signed and stamped by CPAs; 3. The originals of all company documents and announcements that are disclosed to the public during the reporting period. Definitions
1. Corporate information
2. Contact us
3. Information disclosure and place where the annual report is kept
4. Company registration and alteration
5. Other relevant information Accounting firm engaged by the Company
period □ Applicable √ N/A Financial adviser engaged by the Company to continuously perform its supervisory function during the reporting period. ? Applicable √ N/A? 6. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment to or restatement of accounting data. ? Yes √ No
report indicated that there was uncertainty about the Company’s ability to continue as a going concern ? Yes √ No Whether the lower of the net profits attributable to shareholders of the Company before and after non-recurring gains and losses was negative ? Yes √ No 7. Differences in accounting 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 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. 8. Key financial results by quarter Unit: CNY
and those which have been disclosed in quarterly or semi-annual reports ? Yes √ No 9. Non-recurring profits and losses √ Applicable ? N/A Unit: CNY
No such cases for the reporting period. Explain the reasons if the Company classifies any non-recurring gain/loss item mentioned in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public-Non-Recurring Gains and Losses as a recurring gain/loss item. ? Applicable √ N/A? No such cases for the reporting period. Section III Management Discussion and Analysis 1. Industry overview for the reporting period Amid the unpromising macro status at home and abroad since 2021, the Chinese baijiu industry has been undergoing multiple pressures arising from economic adjustments, spending shrinks, industry-wide competition, and the recurrent COVID-19 pandemic, which drives the whole baijiu industry to speed up its concentration on brands, quality, and leading enterprises. Facing numerous pressures and challenges, the Company actively built a scientific and sound strategic system, brand system, capacity system, talent system, and management system to prepare for faster growth. 2. Business scope in the reporting period The Company shall comply with the disclosure requirements for companies engaging in food & liquor and wine production of the Guidelines No. 3 of the Shenzhen Stock Exchange on Self-regulation of Listed Companies—Industry-specific Information Disclosure. Holding 10 food business licenses, the Company operates within the baijiu subdivision industry which belongs to the liquor & wine, beverage and refined tea production industry with specialized baijiu product design, production and sales as its main business model. The Company’s main business is the research and development, production and sales of baijiu series such as "National Cellar 1573" and "Luzhou Laojiao", and its main comprehensive performance indicators rank high in the baijiu industry. For 2021, operating revenue amounted to CNY 20.642 billion, up 23.96% year on year; and the net profit attributable to the shareholders of the listed company reached CNY 7.956 billion, up 32.47% year on year. For the Company's brand operations, please refer to "4.1 Overview" under “4. Analysis of main business” in this section. The Company’s main products are classified as follows:
Main sales models: Currently, the Company has two main sales models: 1. Traditional channel operation model: It is mainly authorized distribution of the offline distributors. The Company establishes cooperative relationships with the distributors by product lines and regions. The Company directly supplies goods to the distributors, and then distributors sell them to consumers and 2. Emerging channel operation model: It is mainly online sales operations. The Company establishes cooperative relationships with e-commerce platforms, self-media and webcasters, and sells the goods to consumers through flagship stores, specialty stores, live streaming rooms on online platforms and other network terminals. Distribution models: √ Applicable □N/A 1. Main sales models Unit: CNY
2. Distributors Unit: Number
3. Main settlement method for distributors and distribution method The Company's main settlement method for distributors is payment before delivery. The distribution method is authorized distribution. 4. Top five distributors The Company had no accounts receivable from the top five distributors at the end of the period. For details, please refer to Section III 4.2.8. "Main customers and suppliers". Store sales terminals accounted for more than 10% □ Applicable √ N/A Online direct sales √ Applicable □N/A For the sales of the Company's main products, please refer to Section III 4.2.1. "Breakdown of operating revenues". The Company's complete series of products are sold online. Its main cooperation platforms included JD.com and Tmall. Sales price of main products contributing over 10% of the total operating revenues for the current period changed by more than 30% from the previous reporting period □ Applicable √ N/A Purchase model and purchase content Unit: CNY
The purchase of raw materials from cooperatives or farmers accounted for more than 30% of the total purchase amount □ Applicable √ N/A The price of main raw materials purchased externally changed by more than 30% year-on-year □ Applicable √ N/A Main production model: The Company's main production model is self-production. Commissioned processing and production □ Applicable √ N/A Main breakdown items of cost of sales Unit: CNY
Production volume and inventory 1. Production volume, sales volume and inventory of main products
2. Inventory at the end of the reporting period Unit: Ton
3. Capacity Unit: Ton
3. Analysis of core competitiveness A. Geographical advantage Luzhou City, where the Company is located, sits in the transitional area between the southern rim of the Sichuan Basin and the Yunnan-Guizhou Plateau, featuring a warmer and more humid sub-tropical climate compared to other areas at the same latitude, with a temperature above 0℃ throughout the year. The unique climate and soil are agreeable to grow grains for baijiu brewing. The glutinous red sorghum and soft wheat grown in this area are the primary raw materials for the baijiu of the Company. The cellars in which the Company brews its baijiu are made of the local loessal clay characterized by strong viscosity, rich minerals and excellent moisture retention. In addition, the abundant and quality water in the region creates a unique geographical advantage for the production of the Company’s baijiu. B. Advantage of cellars and brewing technique Aged cellars are the most essential condition for a strong aromatic baijiu maker to produce good quality baijiu. The Cellars of National Treasure 1573, founded in 1573, was granted by the State Council as the first Cultural Relic of National Importance in the industry under the Protection of the State in December 1996. 1,619 cellars of Luzhou Laojiao which have been continuously used for over 100 years, together with its 16 ancient brewing workshops and three natural cellar holes, were all selected as the fourth batch of Cultural Relics of National Importance under the Protection of the State in 2013. They are unique resources that cannot be replicated. In both 2006 and 2012, Luzhou Laojiao Daqu Cellars were twice selected into the preliminary list of China for World Heritage. In November 2018, Luzhou Laojiao Cellars and Brewing Workshops were selected into China’s Industrial Heritage List. The time-honored Traditional Brewing Technique of Luzhou Laojiao is a 24-generation inheritance and a classic brewing technique for strong aromatic baijiu. This technique was selected as the first batch of National Intangible Cultural Heritage in May 2006. The Cellars of National Treasure 1573 and the Traditional Brewing Technique of Luzhou Laojiao together provide the most essential basis and assurance for the quality of the product series of National Cellar 1573 and Luzhou Laojiao. Additionally, Huangyi Brewery Eco-Park has moved into full production in late 2020. Upholding the cultural connotations of “inheritance of ancient ways, pure-grain brewing, traditional techniques, and intelligent technologies”, the Company carried out brewing technical renovation featuring automatic, intelligent and information technology-based transformation. As such, it has established a baijiu brewery eco-park comprising brewing workshops, leaven making workshops, and base baijiu storage cellars, along with energy and sewage treatment facilities. This brewery eco-park brings with it new production capacities of 100,000 tons of quality pure-grain solid baijiu and 100,000 tons of leaven in addition to a new storage capacity of 380,000 tons of baijiu per year, marking a substantial increase in the Company’s production capacity. C. Brand advantage Brand is a key business resource for baijiu producers. The Company’s reputation is greatly built on its superiority in brand. National Cellar 1573, which is of a connoisseurship level, is a world-famous high-end brand. Luzhou Laojiao Tequ, a classic brand for strong aromatic baijiu, was selected in 1952 by the first national tasting competition judges as one of the four most famous baijiu brands in China. It is the only strong aromatic baijiu brand that won the title of “National Famous Liquor” for five consecutive times, as well as the pioneer with regard to the “Tequ” variety of baijiu. In recent years, the Company has successfully put in place a brand system of “dual brands, three product series, and major single products” with great clarity and focus. The programs carried out to promote the brand of National Cellar 1573 and revive the brand of Luzhou Laojiao have produced remarkable results, with significant improvement in brand influence. The Company’s baijiu is increasingly known by consumers as a national brand of strong aromatic baijiu and of authentic flavor. D. Quality and R&D advantage The Company is committed to producing high-quality baijiu, advocating a healthy lifestyle and “making the quality visible”. The first “Organic Sorghum Planting Base” was established and the six-factor management system (including organic, quality, safety, environment, measurement and energy) was built and improved. The research platforms are established, including National Engineering Research Center of Solid-State Brewing, National Liquor Test Center, National Postdoctoral Workstation, etc, which all support the innovation and upgrading of products with their strong technical force. In recent years, the Company has put in a lot of efforts in researching Tequ production, brewing informatization & automation. Relying on the technological innovation platforms such as the National Industrial Design Center, and continuously deepening the cooperation with universities and scientific research institutes including the Chinese Academy of Sciences and the Jiangnan University, the Company has undertaken dozens of national- or provincial-level projects and has been granted hundreds of invention or utility model patents. And remarkable results have been achieved with respect to improvement of the quality of base Baijiu, as well as production efficiency improvement. E. Talent advantage The Company has 1 inheritor of national intangible cultural heritage, 4 masters of Chinese brewing, 2 masters of Chinese baijiu, 1 master of Chinese baijiu technique, 2 Chinese liquor connoisseurs, 11 senior professor engineers, 7 experts who receive special allowances from the State Council, 4 national technicians, 3 academic and technologic leaders of Sichuan province, 2 craftsmen of Sichuan province, 1 technological elite of Sichuan province, as well as hundreds of highly skilled personnel including national baijiu judges, senior brewing technicians and brewing technicians. The comprehensive and professional personnel system assures the sound development of the Company. 4. Analysis of main business 4.1. Overview In 2021, the Company successfully accomplished multiple tasks and targets, including the sales expansion, brand culture empowerment, capacity upgrade, digital and intelligent innovation, and management efficiency improvement, getting off to a good start in the "14th Five-year Plan" period. For the reporting period, operating revenue amounted to CNY 20.642 billion, up 23.96% year on year; and the net profit attributable to the shareholders of the listed company reached CNY 7.956 billion, up 32.47% year on year. Major business actions taken by the Company in the year are summarized as follows: A. Precision marketing to expand its market In 2021, the Company resolutely implemented the development requirement of "precision marketing to develop the market", made comprehensive efforts to promote its national market presence and base market development, and saw significant progress in implementing the strategy of "development overseas market, e-commerce channel, and innovation segments, which contributed to a sharp fall in the marketing expense, a consistent increase in the profit, and a constant expansion of the customer base. With years of efforts, the Company has developed into a top producer of new baijiu that is "comprehensively customer-centric". B. Brand building and polishing Firmly focusing on the strategy of "dual brands, three product series, and major single products" in 2021, the Company gradually perfected its brand matrix. Specifically, the "bottled vintage baijiu" it rolled out was the first in the industry to reveal the true vintage of baijiu. Additionally, the Company quickly introduced its "Chinese Flavor" product in core cities in China, and the National Cellar 1573 series has been one of the three high-end baijiu products in China. New strategic products were also launched, such as Luzhou Laojiao 1952 and Luzhou Laojiao · Hey Guys. All these measures contributed to the breakthroughs in its "dual brands" strategy. Furthermore, work concerning the marketing of various brands and the fostering of the core consumer circle was underway smoothly, with the frequency of events and the number of VIP registrations rising sharply year on year as well as the brand influence being extended significantly. In doing so, the young, fashionable, and healthy elements of the brand of Luzhou Laojiao were constantly highlighted, and the brand heritage was richer. C. Capacity upgrade for a better supply guarantee In 2021, after Huangyi Brewery Eco-Park came on stream, the Company completed its layouts of the capacity to produce quality solid pure-grain base baijiu, the storage capacity, and the packaging capacity. Thus, its supply guarantee capabilities were greatly improved. As such, a new capacity pattern of "1 + 2 + N" was formed to support the Company's sales expansion during the "14th Five-year Plan" period with high-quality capacity. Specifically, "1" refers to "one center", namely the Cellars of National Treasure 1573; "2" refers to "two parks", namely Luohan Brewery Eco-Park and Huangyi Brewery Eco-Park; "N" refers to "n bases", including An'ning Science and Technology Park, three natural cellar holes, Luzhou Baijiu Industry Development Zone, and other production bases. Concerning important awards and honors, the Company was honored with the "China National Light Industry Council Technology Progress Award (First Prize)" as well as the titles of "National Green Manufacturing Demonstration Unit (the Ministry of Industry and Information Technology)" and "Advanced Collective in Light Industry Innovation". D. Digital and intelligent empowerment for transformation and upgrading In 2021, the Company consistently promoted the building of a ''digital and intelligent Luzhou Laojiao". Gaining a leading position in the world in terms of digital and intelligent brewing and production, the Company was honored with the title of "China Light Industry Demonstration Case Enterprise in Intelligent Manufacturing". In addition, comprehensive efforts were made to promote the "Three-network Integration, Five-flow Interconnection, and Multi-code Interrelation" project; it proactively explored the O2O new retail model, built online cloud stores, and launched activities to develop digital consumers, which led to a consistent increase in the return of core consumers. Moreover, several digital and intelligent management innovation projects undertaken by the Company were selected as the scientific and technological programs, pilot projects, and special research projects at the ministerial or provincial E. Refined management for efficiency improvement In 2021, based on the development requirement for "refined management to increase benefits", the Company comprehensively improved its basic management, established several important systems, and optimized project management procedures and key nodes so that the resource factors can highly match the business actions. Besides, it made comprehensive efforts to solidify its line of defense against business risks and carried out the supervision of major projects and special supervision and inspection of high-risk operations to create a security cordon for preserving and increasing the value of state assets. It fully promoted the selection and cultivation of scientific talent and successfully implemented the restricted share incentive plan, thereby further establishing and improving its long-term incentive mechanism and unlocking the creativity of talent, organization, and management. With these efforts, the Company was honored with the title of "China Top 100 Employers in 2021". In 2021, remarkable achievements were achieved in the Company's comprehensive governance, security and ecological protection, and fulfillment of social responsibility. Specifically, it consistently promoted the comprehensive governance project of "consolidating foundation, strengthening management, building image, and maintaining security" to ensure that it realized sound, steady, and high-quality development; it fully implemented the "Nine Security Regulations", passed the accreditation for the rating of "tier-one enterprise with standard safety production", and was listed as "National Green Plants" and "China Top 100 Light Industry Enterprises in 2021". Furthermore, it consistently launched major assistance projects in regions that had been lifted out of poverty, such as building cultural plazas, donating sanitation, and renovating the workshops of rice mill plants, proactively assisted Zhengzhou in flood relief and Lu County in earthquake relief, and normally carried out long-term public welfare projects, including "Southwest Medical University·Luzhou Laojiao Scholarship" and "Sichuan Police College·Luzhou Laojiao Golden Shield Prize". Additionally, it set up "Sichuan Province Luzhou Middle School·Luzhou Laojiao Fund for Teaching Prize and Scholarship", becoming a model state-owned enterprise in the fulfillment of social responsibility. In 2021, the Company was honored with the title of "National Advanced Collective in Poverty Alleviation" and was listed as "Top 100 Enterprises in Corporate Social Responsibility in Chengdu-Chongqing Economic Circle". 4.2. Revenues and cost of sales 4.2.1. Breakdown of operating revenues Unit：CNY
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