[中报]小商品城(600415):2022年半年度报告（英文版）
原标题:小商品城:2022年半年度报告（英文版） Zhejiang China Commodities City Group Co., Ltd. Semi-annual Report for 2022 Important Note I. The Board of Directors, the Board of Supervisors and the directors, supervisors and senior management of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of the Semi-annual Report, guarantee that there are no false representations, misleading statements or material omissions contained in this Semi-annual Report, and are jointly and severally responsible for the liabilities of the Company. II. All directors of the Company were present at the board meeting. III. This semi-annual report has not yet been audited. IV. ZHAO Wenge, Legal Representative, WANG Dong, Head in charge of accounting, and ZHAO Difang, Head of Accounting Department (Accounting Supervisor) hereby state that, they guarantee the truthfulness, accuracy and completeness of the financial report in the semi-annual report. V. The profit distribution plan for the reporting period or the plan for public reserve funds into share capital that was approved by the board of directors Nil VI. Risk statement with forward-looking representations √Applicable □Not applicable The forward-looking representations involved in this Report such as future plans and development strategies do not constitute the Company’s substantial commitments to investors. Investors shall watch out for the investment risks. VII. Is the Company’s cash occupied by its controlling shareholder or any of its affiliates for non-operational purposes? No VIII. Has the Company provided external guarantee in violation of the prescribed decision-making procedures? No IX. Whether there is circumstance that more than half of the directors cannot guarantee the authenticity, accuracy and completeness of the semi-annual report disclosed by the Company No X. Reminder of major risks The Company has described the risks that may exist in this Report in details. Please refer to “Potential Risks” in “Section III Discussion and Analysis of Managers” of this Report. XI. Others □Applicable √Not applicable Table of Contents Section I. Definitions ......................................................................................................... 5 Section II. Company Profile and Financial Highlights .................................................. 6 Section III. Discussion and Analysis of Managers ......................................................... 9 Section IV. Corporate Governance ................................................................................. 30 Section V. Environmental and Social Responsibilities ............................................... 35 Section VI. Significant Matters ......................................................................................... 36 Section VII. Changes in Shares and Shareholders ....................................................... 46 Section VIII. Preferred Shares .......................................................................................... 50 Section IX. Bonds .............................................................................................................. 51 Section X. Financial Report ............................................................................................ 57
Section I. Definitions For the purpose of this Report, unless otherwise stated in the context, the following terms shall have the following meanings:
Section II. Company Profile and Financial Highlights I. Company profile
II. Contact information
III. Introduction to changes in basic information
IV. Changes in information disclosure and filing place
V. Stock profile
VI. Other relevant information □Applicable √Not applicable VII. Major accounting data and financial indicators of the Company (i) Major accounting data Unit: RMB
(ii) Major financial indictors
Illustration on major accounting data and financial indicators VIII. Differences in accounting data between foreign and Chinese accounting standards □ Applicable √Not applicable IX. Non-recurring items and amounts thereof √Applicable □Not applicable
Expanation about defining the non-recurring profit and loss items listed in the Explanatory Notice No. 1 of Information Disclosure of Companies Publicly Issuing Securities - Non-recurring Profit and Loss items as the current profit and loss items □Applicable √Not applicable X. Others □Applicable √Not applicable Section III. Discussion and Analysis of Managers I. Description of the industry and the Company’s main business during the reporting period (i) Description of the industry to which the Company belongs In recent years, thanks to China's stable economic and social development and its leading position in the world in pandemic prevention and control, China's potential of the foreign trade industry was fully tapped and its comprehensive competitiveness continued to improve. The changing flow of commerce promoted the emergence and evolution of the structural trend of foreign trade. China is at the key point of "top-down" comprehensive transformation and upgrading of foreign trade in the national strategy, and Yiwu plays a pivotal role in this key point. 1. Industry policy The "Opinions of the Central Committee of the Communist Party of China and the State Council on Accelerating the Construction of a Large National Market" (hereinafter referred to as the "Opinions") was released in April 2022. The "Opinions" provide an action plan for the construction of a large national market in the future. It is mentioned in the "Opinions" that it is necessary to optimize the layout of commercial and trade circulation infrastructure, accelerate digital construction, promote the integrated development of online and offline, and form more new platforms, new formats and new models of commercial and trade circulation. It is mentioned in the "Opinions" that vigorously develop third-party logistics, support the construction of digital third-party logistics delivery platforms, promote innovation in technology and business models in the third-party logistics industry, cultivate a group of digital platform companies and supply chain companies with global influence, and promote cost reduction and efficiency in logistics across society. 2. Yiwu Market As an "important window" for import and export trade, Yiwu achieved a total import and export volume of RMB 222.25 billion yuan in the first half of the year, up 32.8% YoY; of which exports were RMB 202.95 billion yuan, up 28.3% YoY; imports were RMB 19.30 billion yuan, up109.5% YoY. Yiwu's express delivery business continues to be at the forefront of the country, and is known as the "wind vane" of the national express delivery business. In the first half of the year, the business income of the postal industry in Yiwu City (excluding the direct operating income of the Postal Savings Bank) reached a total of RMB 13.11 billion yuan, up 14.3% YoY; the business volume of Yiwu express service enterprises reached a total of 4.245 billion pieces, and the business income reached a total of RMB 12.2 billion yuan, up 11.3% YoY. (ii) Description of main business According to the definitions in the Guidelines for Industry Classification of Listed Companies (revised in 2012) released by the CSRC, the Company is engaged in “Business Service” (L72) in “Lease and Business Service” (L). 1. Main Business The Company is engaged in market development and operation and supporting services, providing online trading platform and services, online trading market development and operation, etc., belonging to the comprehensive industry category. 2. Business Model (1) Market operation Market operation business is mainly operated and managed by the Company's subordinate market branches. The main business income of the market operation segment is mainly the income from the use of shops. The Company adopts a shop rental model, that is, the ownership of the shops belongs to the Company, and market traders only have the right to use the shop within the contract period. The Company and market traders sign a contract to clearly stipulate the use period, usage fee and business purpose of the shops. The merchant shall not change the agreed business purpose, and shall not sublet without the Company’s consent. Generally, the payment methods of usage fee are one-time payment or installment payment according to the contract terms. Currently, the markets that the Company is responsible for operating include Zone 1 to Zone 5 of the International Trade City, Importing Market, Zone 1 East Expansion Market, Huangyuan Market and International Production Goods Market. (2) Online trading platform Relying on the Company's market resources of 75,000 off-line shops, Yiwu market official website “chinagoods” platform (www.chinagoods.com, referred to as "chinagoods platform") provides service for over 2 million micro, small, and medium enterprises in the upper reaches of the industry chain. With trade data integration as the core driver, it meets the needs of both supply and demand parties in manufacturing, display transactions, warehousing and logistics, financial credit, market management and other links to achieve effective and accurate allocation of market resources, and build a true, open, and integrated digital trade comprehensive service platform. II. Analysis of core competencies during the reporting period √Applicable □Not Applicable (i) First-mover advantages At the start of China’s reform and opening-up, Yiwu took the lead in establishing the commodities market. During the recent forty years, the market has been upgraded five times and expanded ten times and has been among the top comprehensive national markets with the highest turnover, pointing to its remarkable first-mover advantages. As the largest commodities distribution center in the world, the Yiwu commodities market provides more than 2.1 million products, which fall into 26 categories and supports one-stop purchase. The market boasts enormous resources and huge business flow, goods flow, cash flow and information flow. (ii) Brand advantages “Yiwu China Commodities City” is the first market identified by the SAIC as a well-known trademark among the national commodities trading markets. The Company has taken multiple measures to give play to the brand of “Yiwu China Commodities City” and is committed to improving its influence and leading role in the industry. Its brand advantages and influence have kept (iii) Auxiliary services advantages The People’s Government of Yiwu has been providing policy support for the development of the market for years, and the auxiliary industries are developing rapidly in Yiwu. 1. Convenient logistics system Yiwu has in place perfect commerce and trade auxiliary facilities and advantageous logistics service. The logistics network has full coverage in Yiwu. A large number of large-sized international and domestic express delivery and logistics companies have regional distribution centers in Yiwu, and a world-oriented goods transport and distribution network has been established. Yiwu has complete commercial and trade supporting facilities, and has significant advantages in logistics and distribution service clusters. It vigorously builds a "new eight routes" logistics system consisting of highways, railways, sea routes, air routes, postal routes, Internet, Yixinou and Yiyongzhou. Yiwu has been listed among the “commerce and trade-oriented national logistics hubs” by the National Development and Reform Commission and the Ministry of Transport. 2. Industry support Yiwu City has planned and developed two industrial zones in the northeast and southwest, covering an area of 100 square kilometers each, led by foreign investment zones, according to its location advantages and industry layout characteristics. The northeastern industrial zone of Yiwu focuses on the development of high-tech and advantageous industries such as export product processing, clothing, knitting, and printing; the southwestern industrial zone of Yiwu has been built into an internationally competitive modernization, International manufacturing base. In recent years, thanks to the Yiwu China Commodities City, the Yiwu-centered manufacturing industry cluster has been developing fast, an commodities industrial belt that covers Jinhua, Lishui, Quzhou, Hangzhou, Jiaxing, Huzhou, Shaoxing, Ningbo, Wenzhou and Taizhou with an area of 2 nearly 10,000 km has been established, and it has magnified Yiwu Market's advantages and continued to create values for circulation of small commodities. 3. Development of exhibition service The major international trade exhibitions held by the Company’s exhibition business division such as China Yiwu International Commodities Fair, China Yiwu International Forest Products Fair, China Yiwu International Imported Commodities Fair and China Yiwu Hardware and Electrical Expo support and cultivate vertical exhibition in multiple industries such as stationery and textiles, have developed multiple professional and international exhibition brands, and are important national platforms for the China Commodities City to lead industry development, develop the city economy and maintain the clusters of traders and commodities. (iv) Advantages of digital market The Company's International Trade City is the world's leading small commodity entity market. The "Yiwu Small Commodities City" platform (www.chinagoods.com), as the official website of Yiwu Market, was officially launched in October 2020. The platform builds a framework system of "market entities + business platforms + service platforms + infrastructure", builds a full-link, full-scenario, digital market and trade ecosystem, demonstrates "a platform on the cloud, a network on the ground", and jointly promotes the in-depth development of the market trade system of "online and offline integration, import and export linkage, communication between domestic and overseas market, and simutaneous developemt of domestic and foreign trade". In the context of the era of common prosperity, it serves the domestic and international dual circulation. (v) Advantages of diversified businesses The Company has strengthened its presence in the related industries, made efforts on financial investment, kept developing the exhibition business, created a new e-commerce model, developed the hotel business and also run international trade, modern logistics, advertising information, shopping and tourism businesses. It has created a group structure and profit-making model of shared and interactive development of market resources. (vi) Management advantages In terms of personnel, management and technology, excellent operation and management ability is one of the core competences of the Company as a professional market operating company. The Company has developed a series of well-established management systems for market operation and management, accumulated rich experience in operation and management, and has cultivated a professional management team with reasonable knowledge and expertise structures and strategic development insights. III. Discussion and analysis of operation status 2022 is the year of the 20th National Congress of the Communist Party of China, a key year for the implementation of the "14th Five-Year Plan", and the 40th anniversary of Yiwu Market. In the first half of the year, facing the challenges of repeated global outbreaks of Covid-19, geopolitical conflicts, rising raw material and logistics costs, and accelerated onlineization of traditional foreign trade forms, the Company focused on the strategic goal of an integrated service provider for international trade, and under the framework of a unified national market, the Company coordinated the prevention of the Covid-19 pandemic and promotion of transformation development, to break through the physical limitations of traditional business with digital reform, consolidate and enhance the core competitiveness of the Market. In the first half of 2022, the total import and export volume of Yiwu City was RMB 222.25 billion yuan, up 32.8% YoY. Among them, exports were RMB 202.95 billion yuan, up 28.3% YoY. Imports were RMB 19.30 billion yuan, up 109.5% YoY. Market procurement trade was still the main force driving the growth of Yiwu's export share. In terms of region, the total import and export volume to North America and the EU increased by more than 70% YoY, and the growth rate of the total import and export volume to East Asia such as South Korea increased by over 150%. The shift to small-town and rural markets in some regions and the signing of the RCEP agreement have brought new opportunities to the Yiwu Market. During the reporting period, the Company's operating income was RMB 4.207 billion, up 102.98% YoY, and the net profit attributable to shareholders of the Listed Company was RMB 1.222 billion, up 43.70% YoY. (i) Market operation 1. Overview of market operation During the reporting period, the Company effectively carried out Covid-19 pandemic prevention and control work, and took multiple measures to continue to stimulate market vitality. The occupancy rate of booths remained above 96%. From January to June, the market turnover was RMB 99.967 billion, up 3.71% YoY. 2. Expansion of the domestic markets In the first half of the year, the construction of the domestic markets progressed in an orderly manner. The Company's Yiwu International Trade City Second District East Market has completed the project construction and business location at the end of June. At present, investment promotion work has started. The Second District East Market has a construction area of about 132,000 square meters. It is adjacent to the International Trade City Station of light rail lines. The area of an individual shop has been increased, making it easier to display diversified products in an all-round way. As a model of the sixth-generation market in Yiwu, the East Market of the Second District has implanted a series of digital applications, such as AI cameras, interactive screens, etc., to provide intelligent services such as AI interaction; it improves the efficiency of product selection and procurement by using applets and contact points in the market, and use efficiency to measure the level of market digital services and iterating digital technology. 3. Overseas market expansion Dubai Yiwu China Commodities City (hereinafter referred to as Dubai Market) was officially opened as of the end of June, with an overall occupancy rate of nearly 99%. It takes a 15-minute drive from Maktoum Airport and Jebel Ali Port, one of the largest ports in the Middle East, to the Dubai Market, effectively radiating the consumer market of nearly 1 billion people around (the Middle East, North Africa, Europe, etc.). The Dubai Market is the first overseas submarket in the Company's "global strategy", and it is also one of the important measures for the Company to integrate into the new development pattern of domestic and international dual circulation. Dubai is the "Gateway to the Middle East" and the largest trade distribution center for Made-in-Yiwu commodities in the Middle East. The Dubai Market has broken through the limitation of time and space, which is equivalent to moving the Yiwu market overseas, and gradually "moving" more than 2 million kinds of commodities to Dubai, solving the problems of foreign buyers not being able to come to Yiwu to purchase, the lack of physical experience of online display, and the low inefficiency of online communication, etc. At the same time, the project has built a golden international logistics channel between Yiwu and Dubai to promote the efficient flow of Chinese commodities in the UAE, and make Dubai a "bridgehead" for Chinese commodities to seamlessly connect with the Middle East, Africa and Europe. (ii) Digital reform 1. Digital + Market (1) Chinagoods platform Yiwu Market's official website "Yiwu Small Commodities City" platform (www.chinagoods.com, referred to as "chinagoods platform") relies on the Company's market resources of 75,000 brick-and-mortar stores to serve more than 2 million small, medium and micro enterprises in the upstream of the industry chain. During the reporting period, the chinagoods platform achieved GMV of RMB 15.178 billion. The chinagoods platform takes the integration of trade data as the core driving force, meets the needs of both supply and demand in production, display transactions, warehousing and logistics, financial credit, market management and other links, and builds a real, open and integrated digital comprehensive service platform for trade. It's the core carrier for the Company to realize the digitalization of trade. (2) Caigoubao Caigoubao was launched on the chinagoods platform in November 2021. In view of the characteristics of scattered orders, LCL declaration, and no-ticket tax exemption in market procurement trade, combined with the "cargo unitizer system", one-click "documentary procurement", "digital cargo examination", "loading and shipping" and "smart customs declaration" can be realized. The order sheet, packing list, customs declaration form and foreign exchange settlement form are connected in series to form a unique closed-loop information of market procurement trade methods; chinagoods platform logistics, overseas warehouses, supply chain financial services and other functions form a closed loop of logistics; licenses of the Company for payment, factoring, small loans, local and foreign currency exchange, and products such as Daikuanbao amd Jiehuibao are used to form a closed loop of payment flow and capital flow. "Three Flow Convergence" simplifies trade links, improves trade efficiency, and helps Chinese small commodities go overseas. As of the end of the reporting period, the transaction volume of Caigoubao was 503 million. (3) Benben Zhaohuo Benben is the mascot of chinagoods platform. Benben Zhaohuo by adopting the "Didi Model" to allow buyers to issue personalized needs, gradually get rid of the dependence on the traditional "search" transaction model, try to break the "rat race" of advertising industry, and combine the "Beike Model" with the endorsement of offline store certification and selection. Integrate supply, empower "transformation of foreign trade into domestic trade" in the form of services, achieve new, revitalized, and precise access to effective users, and improve circulation efficiency. Benben Zhaohuo has been online for a quarter, with an average daily consultation volume of about 1,500, and maintains an average monthly growth of more than 50%. During the reporting period, Benben Zhaohuo realized response to a business opportunity clue within 1 hour, merchants offering quotations within 4 hours, and 24-hour tracking service guarantee, reaching merchants 3.3 million times. 2. Digital + Finance (1) Payment At present, the Company has completed the acquisition of payment licenses, and will provide services such as smart cashiers, cross-border payments, and smart account sharing for the small commodity industry ecosystem. Focusing on the payment and settlement business, the Company promotes the digital transformation of the Yiwu Market, builds a closed loop of "people-goods-field" for capital flow and information flow, and builds a new strategic financial infrastructure for digital trade globalization. (2) Pilot program of e-CNY application The pilot program of e-CNY application in the International Trade City has been fully launched. The Company relies on the rich trade scenarios in Yiwu to carry out the pilot program of e-CNY, actively explores the "Yiwu model" and "Yiwu experience", expands the application and innovation of e-CNY in the field of commercial and trade circulation, and builds multi-industry participation in the e-CNY circulation ecosystem. As of June 30, there were 22,395 merchants accepting e-CNY and 36,589 e-CNY wallets. (iii) Self-operated trade During the reporting period, the Company focused on the strategic goal of "comprehensive service provider for international trade", entered the upstream and downstream of market trade through self-operated trade, gave full play to the Company's platform and brand advantages, linked trade with the market and fed back the market, forming a situation of virtuous and orderly cycle. The Company has deployed self-operated trade since 2019. After more than two years of market exploration and customer development and accumulation, by the second half of 2021, the self-operated trade business had ushered in explosive growth. In the first half of 2022, relying on the Company's advantages in overseas centralized procurement, the customer stickiness was relatively high, and the domestic distribution demand was relatively strong, which maintained a certain growth scale; however, due to the of global outbreaks of Covid-19 pandemic and other factors, there are still uncertain factors in the international trade business. In the first half of 2022, trade revenue was RMB 2.401 billion yuan, an increase of 584.05% from RMB 351 million yuan in the same period last year. (iv) Increasing speed and efficiency of construction of commercial and trade infrastructure 1. Domestic cloud warehouse Intensive and automated warehousing facilities and equipment have been introduced into chinagoods shared cloud warehouses, which have attracted a number of industry chambers of commerce to settle in. The Company explores models such as "digital inventory management and standardized cross-border sales of non-standard small commodities" and digital operation of industry vertical warehouses to better meet the warehousing needs of small, medium and micro traders. The overall occupancy rate in the first half of the year was over 86%. 2. Overseas warehouse The overseas warehouse is an important overseas node for cross-border trade, a new type of foreign trade infrastructure, and an important platform for driving the growth of foreign trade and developing overseas markets. During the reporting period, the Company continued to actively build a network of overseas warehouses and trade hubs, integrated trade service resource elements, and strived to create a trade performance business supported by overseas warehouse cargo and payment control, which includes warehousing, cargo unitizing and financial services. The Company had a total of 144 overseas warehouses with an area of over 1.1 million square meters, covering 47 countries around the world, and initially formed 5 warehouse groups in America, Asia, Europe, Africa and Oceania. In trade node cities in Germany, Rwanda, the Czech Republic and other countries, 20 "Take You to China" series of trade service centers have been established to promote the advancement of the commodities market and lay a solid foundation for trade facilitation and digitalization. Major changes in the Company's business conditions during the reporting period, and events occurring during the reporting period that have a major impact on the Company's business conditions and are expected to have a major impact in the future □Applicable √Not applicable IV. Operating status during the reporting period (i) Analysis of main business 1 Analysis of the changes to the items in the financial statement
Reasons for the change in operating revenue: the Company’s operating revenue increased by 102.98% YoY, mainly due to the increase in the sales of goods during the current period. Reasons for the change in operating cost: the Company’s operating cost increased by 241.39% YoY, mainly due to the increase in the sales of goods during the current period. Reasons for changes in administrative expenses: administrative expenses increased by 35.92% YoY, due to the YoY increase in the accrued wages based on benefits in the first half of the year, due to the YoY increase in benefits according to the method for accruing total wages. Reasons for changes in financial expenses: Financial expenses increased by 32.82% YoY, due to the decrease in interest income. Reasons for the change in the net flow generated by operating activities: mainly due to an decrease of RMB 868 million in net cash deducted from payment for selling goods and providing services. Reasons for changes in net cash flow from investment activities: mainly because the net outflow of investment during the current period increased by RMB 278 million YoY, and cash paid for purchasing and construction of fixed assets, intangible assets and other long-term assets increased by RMB 116 million YoY. Explanation for the change in the net cash flow from financing activities: mainly due to an increase of RMB 885 million YoY in the net inflow of financing in the current period. 2 Details of material changes to the business types, the components or sources of profits of the Company in this reporting period □Applicable √Not applicable (ii) Material changes to profits caused by non-main businesses □Applicable √Not applicable (iii) Analysis of assets and liabilities √Applicable □Not applicable 1. Assets and liabilities
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