[中报]老板电器(002508):2022年半年度报告（英文版）
原标题:老板电器:2022年半年度报告（英文版） August 2022 Chapter 1 Important Notes, Contents and Interpretations The Board of Directors, the Board of Supervisors, as well as the directors, supervisors and senior management of Hangzhou Robam Appliances Co., Ltd. (the Company) hereby guarantee that there are no false representations, misleading statements, or material omissions in this Semi-Annual Report (“the Report”), and are severally and jointly liable for the authenticity, accuracy and completeness of the information contained herein. Ren Jianhua, the head of the Company, Zhang Guofu, the person in charge of the Company’s accounting, and Zhang Guofu, the head of the accounting department (the accountant in charge) hereby declare and warrant that the financial report contained in the Report is authentic, accurate, and complete. All the directors attended a board meeting, during which they reviewed the Report. The Company is exposed to risks such as fluctuations in the real estate market, price fluctuations of raw materials and intensified market competition, so investors shall pay attention to investment risks. The Company does not plan to distribute cash dividends or bonus shares, or convert capital reserve into capital stock. Contents Chapter 1 Important Notes, Contents and Interpretations ................................................................................ 1 Chapter 2 Company Profile and Major Financial Indicators ........................................................................... 5 Chapter 3 Management Discussion and Analysis ................................................................................................. 8 Chapter 4 Corporate Governance ............................................................................................................................. 17 Chapter 5 Environmental and Social Responsibilities ................................................................................. 20 Chapter 6 Significant Matters ........................................................................................................................ 21 Chapter 7 Changes in Shares and Shareholders ................................................................................................... 25 Chapter 8 Preferred Shares ........................................................................................................................................ 31 Chapter 9 Bonds ............................................................................................................................................................ 32 Chapter 10 Financial Report ...................................................................................................................................... 33 Documents available for reference I. Financial statement signed by the legal representative, the person in charge of accounting and the head of the accounting department and affixed with seal. II. Original copies of documents and announcements of the Company published in the newspaper designated by China Securities Regulatory Commission during the Reporting Period. III. The Semi-Annual Report 2022 signed by the legal representative. IV. Other information. Interpretations Chapter 2 Company Profile and Major Financial Indicators I. Company Profile III. Other Information 1. Contact information Whether the registered address, office address and zip code as well as the website and email address of the Company changed during the reporting period? □Applicable √ Not applicable There are no changes in the registered address, office address and zip code as well as the website and email address of the Company during the reporting period. For details, please refer to the Annual Report 2021. 2. Information disclosure and filing location Whether the information disclosure and filing locations changed during the reporting period? □Applicable √ Not applicable During the reporting period, there were no changes in the newspapers designated by the Company for information disclosure, the website designated by China Securities Regulatory Commission (CSRC) for publishing the semi-annual report, and the location for filing the semi-annual report of the Company. For details, please refer to the Annual Report 2021. IV. Other information Whether other relevant information changed during the reporting period? □Applicable √ Not applicable IV. Key Accounting Data and Financial Indicators Whether the Company needs to retroactively adjust or restate the accounting data of previous years? □ Yes √ No Explanation on the circumstance where items of the non-recurring gains and losses listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public — Non-recurring Gains and Losses (referred to as “Announcement No.1”) are defined as recurring gains and losses □Applicable √ Not applicable There is no circumstance where the items of non-recurring gains and losses enumerated in accordance with the Announcement No.1 are defined as recurring gains and losses. Chapter 3 Management Discussion and Analysis I. Main Businesses during the Reporting Period In the first half of 2022, the kitchen appliance industry as a whole was in sluggish growth in the face of major unfavorable factors such as the recurrence of the COVID-19 epidemic, the sharp downturn in the real estate industry and the rise in comprehensive costs of the Company, but the industry concentration continued to rise. In terms of the retail channel, as shown in AVC monthly data report based on offline retail monitoring (“AVC Offline Report”), the retail sales of the main categories of kitchen appliances, i.e., range hoods and gas stoves, fell by 23.5% and 18.5% respectively, compared to that of the last year. In terms of the e-commerce channel, as shown in AVC monthly data report based on online retail monitoring (“AVC Online Report”), the year-on-year (YoY) growth of the retail sales of the kitchen appliances package registered 1.1%. In terms of the engineering channel, as shown in the AVC Real Estate Big Data (“AVC Real Estate Report”), the rate of equipping standard range hoods and stoves remained more than 95%, the rate of equipping disinfection cabinets continued to decline as it lost part of the market as a result of the disinfection function of dishwashers, and the rate of equipping dishwashers and combi-steam ovens as new categories of kitchen appliances gradually increased; the rate of equipping dishwashers from January to May 2022 was 26.5%, a YoY growth of 9.6%, and that of combi-steam ovens was 2.8%, a YoY growth of 0.7%. As the epidemic has been basically under control since June and a series of national incentive policies have been released, coupled with kitchen appliances having the attribute of durable household appliances, the demand for kitchen appliances will remain despite of the epidemic disturbance, which is expected to be unleashed gradually in the second half of the year. As a leading company in the industry, the Company has tightly focused on the annual management concept of “Ride the momentum, build dreams, and lead the development of the industry”, and has taken innovation in the kitchen appliance category as the driving force, realizing a significant increase in market share in all categories. According to the AVC Offline Report, the retail sales and retail market share of the Robam range hoods were 31.7% and 25.6%, respectively, a YoY growth of 1.1% and 1.5%. According to the AVC Online Report, the retail sales and retail market share of the Robam kitchen appliances package were 31.7% and 25.1%, respectively, a YoY growth of 3.1% and 3.8%. The retail sales and retail market share of the built-in dishwashers increased significantly to 12.8% from 6.8% in the same period last year. In the face of many unfavorable factors in the first half of the year, the Company achieved operating income of RMB 4.444 billion, a YoY growth of 2.73%, which was significantly higher than the industry average level. As of June 30, 2022, according to AVC Offline Report, the market shares and market rankings of the Company’s main product categories in terms of offline retail sales are shown in the following: Table: As of June 30, 2022, according to AVC Real Estate Report, the market share of Robam range hoods in the fine decoration channel was 29.2%, ranking No.2 in the industry. In the first half of 2022, in terms of the technology, the Company insisted on the product innovation, combining science and technology with kitchen appliances and continuing to promote cooking reform from product hardware innovation to the construction of digital cooking ecosystem. In terms of the hardware, kitchen appliances technology was iteratively upgraded to lead the development of the industry in an all- round way. “Ultra-slim technology” opens up a new form in the field of range hood and achieves a technological breakthrough in ultra-slim air duct and super wind pressure; “hybrid technology” breaks the boundary of steaming and baking and realizes the combination of multi-stage cooking steps of steaming, baking and frying; “Guangyan technology” breaks down functional barriers and realizes the function integration in terms of “washing, disinfection, drying and storage” of dishwashers; “integrated technology” takes the integrated stove as the starting point and it marks the first step into the field of integrated kitchen; “cold cooking technology” launches cold cooking refrigerator and achieves the full layout of kitchen appliances. In terms of the software, Robam established the world’s largest research library of Chinese AI cooking curves to restore the taste of Chinese kitchens with technology and enhance the soft power of kitchen appliances. In the first half year of 2022, the Company applied for 754 patents, including 223 invention patents, and participated in the formulation of 12 standards, 5 of which were led by the Company. As of June 30, 2022, a total of 2,658 patents were granted, including 78 invention patents; the Company participated in the formulation of 108 international, national, industry and group standards, 28 of which were led by the Company. The technological innovation capability has been continuously recognized by the industry, and the project of “Research and Development and industrialization of the Technology Reducing the Noise of and Improving the Sound Quality of Range Hood” won the first prize of Science and Technology Progress Award of China National Light Industry Council in 2021. positioning, superimpose the advantages of new and old product categories of kitchen appliances and stimulate the vitality of multiple channels, so as to provide comprehensive and customer-centered solutions for kitchen appliances. For the retail channel, with high-end positioning as the advantage, products as the carrier and service as the guarantee, the Company promoted the marketing digitalization, accelerated the establishment of channels in lower-tier cities, and optimized channel efficiency. For the e-commerce channel, relying on the new and old media matrix and mutual empowerment between high- quality products and flow resources, the Company strengthened the brand position and improved channel efficiency. For the innovation, the Company accurately positioned and deeply sought the existing market resources, and cooperated with leading whole house customization companies and home decoration companies, to obtain the front-end flow and enrich the consumption scenarios. For the engineering channel, the Company improved the awareness of risk control, optimized the customer structure, and made use of the advantages of old product categories to drive the continuous improvement of the permeability of new product categories, so as to provide kitchen appliance product package solutions for fine decoration houses. For the overseas channel, the Company steadily promoted the global layout and brand internationalization. In the first half of 2022, in terms of the production, the Company focused on the theme of “strengthening organization, seeking development and promoting reform”, and comprehensively implemented the three core strategies of “precise delivery, high-quality manufacturing and data-driven approach”, to constantly develop into one of the most competitive benchmarking enterprises in China's manufacturing industry. Through the digital construction of the whole industrial chain, the Company achieved scientific and accurate product demand forecast, and successfully completed the reform of direct distribution and delivery in more than 10 regions across the country, with the order satisfaction of users continuously improved. Meanwhile, the Company constantly improved the supply chain management system, implemented meticulous production management, and applied innovative processes and technologies, so as to ensure the high-quality delivery of new and old product categories of kitchen appliances. As the first intelligent manufacturing base in China's kitchen appliance industry, the Robam digital intelligent manufacturing base takes the lead in the overall digitalization upgrading of the industry, which has been selected as one of the first batch of “future factories” in Zhejiang Province. In addition, the Maoshan Intelligent Manufacturing Park Project has been gradually put into use, and the upgrading of intelligent manufacturing will further improve production efficiency and lay a solid foundation for the long-term development of the Company. In the first half of 2022, in terms of the brand, the Company insisted on the brand marketing theme of “holding on to high-end brand, building consumer-based cooking brand equity, and competing for users' likes” to develop into the No. 1 brand in the market of Chinese high-end kitchen appliances. Themed by “Higher Starting Point of High-tech Kitchen”, the 2022 New Chinese Kitchen - New Product Launch Conference was held, formally releasing a number of new products such as Robam ultra-slim near-suction range hood Huancai series, large-capacity combi-steam oven, Guangyan dishwasher series, new generation of high-performance integrated stove, Creator series and refrigerator. These new products, covering all aspects of cooking, are designed to enhance the starting point of the high-tech kitchen. The Company hold a series of Festival; meanwhile, the brand was exposed in the “Focus Report”, showed as the title sponsor of the show “It Sounds Incredible 2”, and carried out cross-border cooperation with the variety show "Treasured Voice 3", to actively broaden the target audience range and set up a new brand image. In addition, as an official exclusive supplier of household kitchen appliances for the 2022 Hangzhou Asian Games, the Company helped to spread Chinese culinary culture and contributed to the construction of the Asian Games city. In the first half of 2022, MingQi promoted the integration of multiple channels and transformed into a one-stop, complete kitchen appliance provider. Kinde launched the dual chamber integrated stove series and integrated sink series, which are professional products specially designed for customers. Besides, the industrialization project of the intelligent integrated kitchen ecology, upon completion, will further improve the R&D and production capabilities of integrated kitchen appliances. In the first half of 2022, the Company continued to be recognized by the capital market in terms of corporate governance, internal management, shareholder return, etc. The Company has become the Council Member of China Association for Public Companies. Besides, it was awarded class A (excellent) in the 2021 Information Disclosure Assessment on Companies Listed on the Shenzhen Stock Exchange, and has won this award for nine consecutive years. In the field of investor relations, at the event of the 13th Tianma Award for Investor Relations of Chinese Listed Companies sponsored by Securities Times, the Company won the “Best Investor Relations Award of Chinese Listed Companies” and the “Best Board of Directors Award for Investor Relations of Chinese Listed Companies”, and the Secretary of the Board of Directors of the Company was awarded the “Best Board Secretary for Investor Relations of Listed Companies on the Mainboard”. Besides, the Company also won the honor of “Top 100 Listed Companies on China's Mainboard” at the event of the 15th Value Appraisal of Chinese Listed Companies. In order to practice common prosperity and build a regular incentive mechanism, the Company launched the 2022 Stock Option Incentive Plan to provide stock option incentive for the Company's middle-level personnel in core business and technical experts, so as to consolidate the Company's long-term development foundation. The Company has been adhering to standard operation, and will continue to make efforts in the kitchen field and facilitate value investment to promote its high-quality development. II. Analysis of Core Competitiveness There is NO material change in the Company’s core competitiveness during the reporting period. The Company’s core competitiveness is mainly reflected in its high-end brand positioning, R&D capability for continuous innovation, comprehensive and efficient operation capability, as shown in the Annual Report 2021. III. Analysis of Main Business Overview Please refer to the relevant content of “I. Main Businesses during the Reporting Period”. In RMB
Main business data of the Company in the recent reporting period according to adjusted statistical caliber at the end of the reporting period is applied in case that the statistical caliber of such data is adjusted during the reporting period □Applicable √ Not applicable Description of reasons for relevant data increasing/decreasing by more than 30% year-on-year □Applicable √ Not applicable IV. Analysis of Non-core Business □Applicable √ Not applicable V. Analysis of Assets and Liabilities 1. Significant changes in assets composition In RMB
VI. Analysis of Investment 1. Overview √Applicable Not applicable Hangzhou Jinhe Electric Appliances Co., Ltd., a newly established wholly-owned subsidiary, with a registered capital of RMB 10 million, will complete the industrial and commercial registration procedures on June 22, 2022. 2. Major equity investments obtained during the reporting period □Applicable √ Not applicable 3. Major ongoing non-equity investments during the reporting period 4. Financial asset investment (1) Securities investment □Applicable √ Not applicable The Company had no securities investment during the reporting period. (2) Derivative investment □Applicable √ Not applicable The Company had no derivatives investment during the reporting period. 5. Use of the raised funds □Applicable √ Not applicable The Company did not use the raised funds during the reporting period. VII. Sale of Major Assets and Equities 1. Sale of major assets □Applicable √ Not applicable The Company did not sell major assets during the reporting period. 2. Sale of major equities □Applicable √ Not applicable VIII. Analysis of Main Holding and Joint-stock Companies √Applicable Not applicable In RMB
IX. Structured Entities Controlled by the Company □Applicable √ Not applicable X. Risks faced and countermeasures taken by the Company The Company has been long engaged in the kitchen business, offering kitchen appliances such as range hoods, gas stoves, combi- steam ovens, dishwashers and integrated stoves. Its demand is closely related to the kitchen decoration, with certain "decoration" and "furniture" attributes. At present, the main market demand for kitchen appliances is mainly from the new house buyers, the proportion of renewal demand is gradually increasing, and the demand for products is greatly affected by the fluctuation of the real estate market. The Company has certain anti-fluctuation ability by virtue of its market leadership, although fluctuations in the real estate market will still have an impact on the Company’s operating results. In addition, some private real estate enterprises defaulted on commercial paper debt due to liquidity problems, which may lead to the failure to recover the Company's engineering business receivables. (2) Risk of price fluctuations of raw materials The main raw materials of the Company’s equipment are stainless steel, cold-rolled sheet, copper and glass, etc., whose price fluctuations will directly affect the cost of the Company’s products and in turn have an impact on its profitability. (3) Risk of intensified market competition In recent years, due to the tightening of the overall macro environment of the kitchen appliance industry, the continuous improvement of industry concentration and the entry of and increased investment of comprehensive brands and Internet brands in the kitchen appliance market, the market competition in the kitchen appliances industry has become increasingly fierce, and the intensification of market competition will have a certain impact on the Company’s operating results. Chapter 4 Corporate Governance I. Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders during the Reporting Period 1. Shareholders’ meeting during the reporting period III. Profit Distribution and Conversion of Capital Reserve into Capital Stock during the Reporting Period □Applicable √ Not applicable The Company has no plans of distributing cash dividends or bonus shares, or converting capital reserve into capital stock for the first half of 2022. IV. Implementation of the Equity Incentive Plan, Employee Stock Ownership Plan or other Employee Incentives √Applicable □Not applicable 1. Equity incentive 2021 Stock Option Incentive Plan: 1. On April 19, 2022, the Tenth Meeting of the Fifth Session of the Board of Directors and the Tenth Meeting of the Fifth Session of the Board of Supervisors were held, deliberating and adopting the Proposal on Cancellation of Partial Stock Options in the 2021 Stock Option Incentive Plan and the Proposal on Cancellation of Stock Options of the 2021 Stock Option Incentive Plan in the Case Where the Vesting Conditions Are Not Met in the First Exercise Period. According to the relevant laws and regulations and the provisions of the Company's 2021 Stock Option Incentive Plan (Draft), the Company would cancel a total of 80,000 stock options that have been granted but not yet exercised by the four incentive targets who have left their jobs and thus no longer meet the incentive conditions; the Company would cancel the 1.184 million stock options held by the incentive targets that have been granted but not qualified for exercise in the first exercise period of 2021 Stock Option Incentive Plan because the vesting conditions are not met. 2. On April 26, 2022, it was examined and confirmed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., that the cancellation of the above 1.264 million stock options had been completed. The Company cancelled a total of 1.264 million stock options mentioned above, accounting for 0.13% of the Company's current total capital stock. The cancellation of stock options conforms to the relevant laws and regulations, the Articles of Association and the 2021 Stock Option Incentive Plan (Draft) and other relevant provisions. The cancelled stock options have not been exercised yet, and it will not affect the Company's capital stock after cancellation, with the stock structure unchanged. 2022 Stock Option Incentive Plan: 1. On March 31, 2022, the Company held the Ninth Meeting of the Fifth Session of the Board of Directors, during which the Proposal on 2022 Stock Option Incentive Plan (Draft) of the Company and Its Summary and other related proposals were deliberated and approved, and the independent directors expressed their independent opinions on and approved the matters related to the Company’s stock option incentive plan. The Ninth Meeting of the Fifth Session of the Board of Supervisors of the Company deliberated and approved the above-mentioned proposal and expressed its concurring opinion. The Company disclosed the above matters on April 1, 2022. 2. From April 1 to April 10, 2022, the Company internally disclosed the names and titles of the incentive targets of the stock option incentive plan. On April 13, 2022, the Company’s Board of Supervisors published the Review Opinions of the Board of Supervisors on the List of Incentive Targets of the 2022 Stock Option Incentive Plan and Explanation on the Publicity. On the same day, the Company disclosed the Self-inspection Report on the Purchase and Sale of the Company’s Shares by Insiders and Incentive Targets of the 2022 Stock Option Incentive Plan. 3. On April 21, 2022, the Company held the first extraordinary general meeting of shareholders in 2022, and deliberated and adopted the Proposal on 2022 Stock Option Incentive Plan (Draft) of the Company and Its Summary and other related proposals. The plan was approved by the first extraordinary general meeting of shareholders in 2022, and the Board of Directors was authorized to determine the stock option grant date; the stock option will be granted to the incentive targets and all matters relevant to the grant of stock option shall be handled when they are eligible. 4. On May 10, 2022, the 11th Meeting of the Fifth Session of the Board of Directors and the 11th Meeting of the Fifth Session of the Board of Supervisors of the Company deliberated and approved the Proposal on the Granting Stock Options to Incentive Targets. The Board of Supervisors verified the list of incentive targets again and expressed its agreement, and the independent directors of the Company expressed their independent agreement on it. 5. On May 26, 2022, the Company completed the registration of the grant of the options. As the departed employees did not have the qualification of incentive targets, the number of incentive targets actually granted under this Stock Option Incentive Plan was adjusted from 285 to 282, and the total number of stock options actually granted was adjusted from 4.81 million to 4.78 2. Implementation of Employee Stock Ownership Plan □Applicable √ Not applicable 3. Other employee incentive measures □Applicable √ Not applicable Chapter 5 Environmental and Social Responsibilities I. Major Environmental Issues Whether the listed company and its subsidiaries are the key pollution-discharging units announced by the environmental protection authorities. □Yes √ No Administrative penalties imposed on the Company for environmental issues during the reporting period □Applicable √ Not applicable Reasons for not disclosing other environmental information: None. II. Social Responsibility The Company regularly publishes the CSR Report or the ESG Report every year. For details, please refer to the Robam Appliances 2021 ESG Report disclosed on www.cninfo.com.cn. Chapter 6 Significant Matters I. Commitments made by the Company’s actual controllers, shareholders, affiliates, purchasers and the Company itself and other relevant parties already fulfilled during the reporting period and not yet fulfilled at the end of the reporting period □Applicable √ Not applicable There were no commitments made by the Company’s actual controllers, shareholders, affiliates, purchasers and the Company itself and other relevant parties that was already fulfilled during the reporting period and was not yet fulfilled at the end of the reporting period II. Non-operating Occupation of Funds of the Listed Company by the Controlling Shareholder and Other Affiliated Parties □Applicable √Not applicable There was no non-operating occupation of funds of the listed company by the controlling shareholder and other affiliates during the reporting period. III. Illegal External Guarantee □Applicable √Not applicable There was no illegal external guarantee during the reporting period. IV. Appointment and Dismissal of Accounting Firm Whether the semi-annual financial report has been audited □Yes √No The semi-annual financial report of the Company was not audited. V. Statements of the Board of Directors and the Board of Supervisors on the “Non-standard Audit Report” Issued by the Accounting Firm for the Reporting Period □Applicable √Not applicable VI. Statements of the Board of Directors on the “Non-standard Audit Report” for the Last Year □Applicable √Not applicable VII. Matters Related to Bankruptcy Reorganization □Applicable √Not applicable The Company did not have any matters related to bankruptcy reorganization during the reporting period. VIII. Litigation Matters Material litigation and arbitration □Applicable √Not applicable The Company had no major litigation and arbitration during the reporting period. Other litigation matters □Applicable √Not applicable □Applicable √Not applicable X. Integrity Conditions of the Company and its Controlling Shareholders □Applicable √Not applicable XI. Major Connected Transactions 1. Connected transactions concerning daily operations □Applicable √Not applicable The Company had no connected transactions concerning daily operations during the reporting period. 2. Connected transactions related to the acquisition or sales of assets or equity □Applicable √Not applicable The Company had no connected transactions related to the acquisition or sales of assets or equity during the reporting period. 3. Connected transactions related to joint outward investment □Applicable √Not applicable The Company had no connected transactions related to joint outward investment during the reporting period. 4. Connected transactions on credit and debt □Applicable √Not applicable The Company had no connected transactions on credit and debt during the reporting period. 5. Transactions with connected finance companies □Applicable √Not applicable There were no deposits, loans, credits or other financial operations between the Company and connected finance companies and affiliates. 6. Transactions between the finance companies controlled by the Company and the affiliates □Applicable √Not applicable There were no deposits, loans, credits or other financial operations between the finance companies controlled by the Company and the affiliates. 7. Other major connected transactions □Applicable √Not applicable There were no other major connected transactions during the reporting period. XII. Major Contracts and Their Performance 1. Entrustment, contracting and leasing (1) Entrustment □Applicable √Not applicable The Company had no entrustment during the reporting period. (2) Contracting □Applicable √Not applicable The Company had no contracting during the reporting period. (3) Leasing □Applicable √Not applicable The Company had no leasing during the reporting period. 2. Material guarantee □Applicable √Not applicable The Company had no material guarantee during the reporting period. 3. Financial management entrusting √Applicable □Not applicable Unit: RMB 10,000 break-even □Applicable √Not applicable Entrusted financial management is expected to be unable to recover the principal or where there are other circumstances that may result in impairment □Applicable √Not applicable 4. Other material contracts □Applicable √Not applicable The Company had no other material contracts during the reporting period. XIII. Explanation of Other Significant Matters □Applicable √Not applicable The Company had no other significant matters that need to be explained during the reporting period. XIV. Significant Matters of Subsidiaries of the Company □Applicable √Not applicable Chapter 7 Changes in Shares and Shareholders I. Changes in Shares 1. Changes in shares Unit: share
√Applicable Not applicable The directors, supervisors and senior management of the Company shall unlock 25% of the Company's shares registered in their names on the last trading day of the previous year. √Applicable □Not applicable
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