[年报]苏 泊 尔(002032):2022年年度报告（英文版）
原标题:苏 泊 尔:2022年年度报告（英文版） DEFINITIONS The Board of Directors and the Board of Supervisors of Zhejiang Supor Co., Ltd (hereinafter referred to as the "Company") and all its directors, supervisors and senior executives warrant that this annual report is true, accurate and complete, and does not contain any fictitious statements, misleading information or significant omissions; all directors, supervisors and senior executives of the Company undertake, separately and jointly, all responsibilities in relation to the truth, accuracy and completeness hereof. Mr. Thierry de LA TOUR D'ARTAISE, person in charge of the Company, and Mr. Xu Bo, person in charge of accounting and person in charge of accounting department (accountant in charge), hereby confirm that the financial statement enclosed in this Annual Report is true, accurate and complete. All directors have attended the Board Meeting in person. It is of great uncertainty, for whether it can be realized or not depends on multiple factors, including market change and effort of management team. Please be careful of investment risks. As for the risk factors confronted by the Company, see Part 11 "Prospects for Future Development" of Section III "DISCUSSION AND ANALYSIS OF THE MANAGEMENT" for details. The profit distribution plan adopted at this Board Meeting specifies that: based on 805,116,907 shares, the Company distributes cash dividend of RMB 30.30 per 10 shares (tax-inclusive) to all shareholders, issues 0 bonus share (tax-inclusive) and will not convert capital reserves to capital. Table of Contents SECTION I IMPORTANT NOTES, TABLE OF CONTENTS AND DEFINITIONS ......................................................................... 2 SECTION II COMPANY FILE AND MAJOR FINANCIAL INDICATORS ...................................................................................... 6 SECTION III DISCUSSION AND ANALYSIS OF THE MANAGEMENT ....................................................................................... 10 SECTION IV CORPORATION GOVERNANCE ............................................................................................................................... 27 SECTION V SOCIAL AND ENVIRONMENTAL RESPONSIBILITIES ........................................................................................... 50 SECTION VI SIGNIFICANT EVENTS .............................................................................................................................................. 55 SECTION VII CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS ............................................ 64 SECTION VIII INFORMATION ON PREFERRED SHARE ............................................................................................................. 71 SECTION IX BONDS .......................................................................................................................................................................... 72 SECTION X FINANCIAL STATEMENT ........................................................................................................................................... 73 CATALOG OF REFERENCE DOCUMENTS I. 2022 Annual Report of the Company and Abstract with signature of legal representative; II. Financial statements with signature of legal representative, person in charge of accounting and person in charge of accounting department and seal of the Company; III. Original of audit report with seal of accounting firm and signature of certified public accountants (CPA); IV. Original of all documents and announcements published in newspapers designated by CSRC during the reporting period. Reference documents above shall be prepared by Securities Department of the Company. Securities Department of the Company Definitions
SECTION II COMPANY FILE AND MAJOR FINANCIAL INDICATORS I. Company Information
Certified Public Accountants engaged by the Company
□ Applicable ? Not applicable Financial consultant engaged by the Company for performing continuous supervision duties during the reporting period □ Applicable ? Not applicable VI. Major Accounting Data and Financial Indicators Does the company need to retroactively adjust or restate previous year's accounting data? □ Yes ? No
and the audit report for the latest year indicates uncertainty about its continuing operation ability □ Yes ? No □ Yes ? No VII. Financial Data Difference on Principle of Domestic and Oversea Accounting 1. Net profit and net assets discrepancies in financial statements disclosed separately under International Accounting Standards and Chinese Accounting Standards □ Applicable ? Not applicable No net profit and net assets discrepancies in financial statements disclosed separately under International Accounting Standards and Chinese Accounting Standards existed during the reporting period. 2. Net profit and net assets discrepancies in financial statements disclosed separately under Overseas Accounting Standards and Chinese Accounting Standards □ Applicable ? Not applicable No net profit and net assets discrepancies in financial statements disclosed separately under Overseas Accounting Standards and Chinese Accounting Standards existed during the reporting period. VIII. Quarter-based Major Financial Indicators Unit: RMB
□ Yes ? No IX. Non-recurring Profit or Loss Items and Amount ? Applicable □ Not applicable Unit: RMB
□ Applicable ? Not applicable The Company does not have other specific circumstances of other items of profits and losses complying with the definition of non-recurring profits or losses. Description of defining non-recurring profits or losses items listed in the Explanatory Announcement No.1 on Disclosure of the Information of Companies Offering Their Securities to the Public -- Non-recurring Profit or Loss as recurring profits and losses □ Applicable ? Not applicable The Company does not have the description of defining non-recurring profits or losses items listed in the Explanatory Announcement No.1 on Disclosure of the Information of Companies Offering Their Securities to the Public -- Non-recurring Profit or Loss as recurring profits and losses. SECTION III DISCUSSION AND ANALYSIS OF THE MANAGEMENT I. Industrial Situation of the Company in the Reporting Period Owing to impacts of the geopolitical, inflation and other factors, the year of 2022 witnessed that the global imbalance between supply and demand intensified, energy prices rose, the growth rate of goods trade slowed down, and the global economic recovery process slowed down. Unfavorable macroeconomic factors have aggravated global consumers' worries about their purchasing power, and decreased their expenditure on non-essential services and entertainment. The global cookware and small domestic appliance market has confronted with huge challenges. As domestic economic activities fluctuate, the offline consumption was affected, with the total social retail sales of consumer goods decreasing by 0.2% in the whole year, which reflects a relatively weak domestic demand. However, as a series of measures to stabilize the economy and promote the consumption took effect, the consumer market gradually revived. On the whole, China's economy will comprehensively improve in 2023, which will effectively raise residents' purchasing power and willingness. With the general trend of consumption upgrade, the continuous innovation and consumer insight research and the precise matching with the segment populations' high-end, individualized, fashion-orientated and intellectualized demand will become the major impetus that drives the growth of consumption in the industry. The Chinese consumer market of open fire cookware is kept being affected by the reduction of offline passenger flow and the poor logistics, which causes both the online and offline channels of the cookware industry to face heavy pressure. According to the data of 30 major cities in China monitored by GFK, the offline retail sales of the eight major product categories of open fire cookware (wok, pressure cooker, frying pan, stockpot, milk pot, steamer, cookware set, and ceramic slow cooker) declined by a percentage of two digits in 2022 on a year-on-year basis. According to the monitoring data of AVC, the total market shares of the eleven major product categories of Supor open fire cookware (wok, pressure cooker, frying pan, milk pot, stockpot, kettle, casserole, hot pot, steamer, cookware set and enamel pot) on main e-commerce platforms in 2022 declined by 1.6% year-on-year. However, in terms of the performance of different categories, the sales of rigid-demand frying pans and pressure cookers is well. The online retail sales of enamel pots characterized by attractive appearance and popular among young people has increased rapidly. However, the trend of consumption upgrade in the open fire cookware market remains unchanged, and healthy materials such as 316L stainless steel and titanium are favored by consumers. In the industry of small domestic appliances, the purchase behaviors of consumers tended to be more rational. Since consumers have higher requirements for the technology and quality of core product categories, plus their higher sensitivity to the idling problem of segment product categories, the consumption demand for small domestic appliances is continuously challenged. According to the traditional channel monitoring data of AVC, the retail sales of thirteen categories of small domestic appliances (electric rice cooker, induction hob, electric pressure cooker, soymilk maker, high-speed blender, blender, juicer, electric kettle, baked machine, health kettle, electric steamer, desktop single-function oven, and air fryer) was RMB 52.03 billion, a year-on-year decrease of 6.7%. From the market performance of each category, consumers prefer products with strong practicability, multifunction, easy storage and space saving, such as multifunctional electric steamer and air fryer. According to the online traditional channel monitoring data of AVC, the retail sales of air fryers reached RMB 6.04 billion in 2022, a year-on-year increase of 46.9%; and the retail sales of electric steamers reached RMB 1.16 billion, a year-on-year increase of 54.3%. The oil-free air fryer market continues the rapid development in 2021, becoming the 2nd largest category after electric rice cookers. II. Main Business during the Reporting Period As China's famous cookware R&D and manufacturing company, Zhejiang Supor Co., Ltd (hereinafter referred to as "the Company") is a China's leading manufacturer of small domestic appliances and also the first listed company in China's cookware industry. Established in 1994, the headquarters of the Company locates in Hangzhou owning 6 R&D and manufacture bases located in Yuhuan City, Hangzhou City, Shaoxing City (Yuecheng District and Keqiao District) in Zhejiang Province, Wuhan City, Hubei Province and Ho Chi Minh City, Vietnam. Supor's main businesses include open fire cookware and kitchen utensil, small domestic appliances, large kitchen appliances and H&PC appliances. (1) Open fire cookware and kitchen utensils mainly include wok, pressure cooker, frying pan, sauce pan, steamer, ceramic slow cooker, (2) The small domestic appliances mainly include electric rice cooker, electric pressure cooker, induction hob, soymilk maker, electric kettle, juicer, slow cooker, electric steamer, electric hotpot, food processor, baked machine, air fryer, etc.; (3) The large kitchen appliances mainly include range hood, gas stove, disinfection cabinet, water purifier, embedded steaming oven, water heater, integrated stove, etc.; (4) The H&PC appliances mainly include air purifier, garment steamers, vacuum cleaner, floor washer and electric iron. The Company's cookware and electrical products have been exported to more than 50 countries and regions such as Japan, European and American countries mainly through SEB Group. III. Core competitiveness analysis (I) Superior product innovation capacity As a company long time devoted to R&D, manufacturing and sales of open fire cookware and small domestic appliances, Supor has an acute observation and scientific research of the needs of Chinese consumers and has developed a systematic innovation system to ceaselessly launch new products in the market. After 1994 when Supor launched the domestic first safety pressure cooker, the Company continues to strength innovation, launched a series of hot-selling and innovative products, such as the first electric rice cooker with ceramic crystal liner in 2005, pioneered the uncoated stainless iron pan technology in 2007, successfully introduced SEB thermo-spot patented technology in 2009, launched the first IH electric rice cooker in 2011, pioneered the spherical liner in 2013, ceremoniously launched the industrial first steam IH electric rice cooker, launched the "Core Iron II" wok in 2020, the new-generation anti-corrosion and anti-perforation ti-authentic stainless steel wok and the oil-concentrated frying pan in 2021, the high-end multi-cooker “Xiao C chef” in 2021, and the industrial first uncoated wok with titanium in 2022. (II) Steady distributor network Given years of development, Supor has stable offline distributor teams, and maintained good cooperative relationship with them. The relatively high coverage rate and density of its sales network ensure the uninterrupted supply of Supor products. In terms of e-commerce channels, while the Company was deeply engaged in traditional e-commerce platforms, it has also stated to engage in emerging e-commerce channels, such as TikTok, Kuaishou and Xiaohongshu. The Company has built a complete matrix of stores based on different categories, channels, and customer groups. Through hierarchical management of the stores, a good internet channel store ecosystem is formed. On the other hand, the Company continues to promote the integration of online and offline channels, forming a closed loop of new retail shopping experience such as content planting, offline experience, online ordering and door-to-door service, which further narrows the distance between the brand and consumers. (III) Strong R&D and manufacturing capacity Supor has built up six R&D production bases, respectively in Yuhuan City, Hangzhou City, Shaoxing City (Yuecheng and Keqiao) in Zhejiang Province, Wuhan City, Hubei Province and Ho Chi Minh City, Vietnam. In particular, the annual production scale of Wuhan Base and Shaoxing Base ranked the top in the industry. The strong R&D power and the highly professional R&D team provide a powerful guarantee for the quality and innovation capacity of Supor products. The Company has set up an innovation center to carry out innovation work as a whole and stayed close exchanges and cooperation with leading laboratories in the industry and first-class universities in China to promote the development and test of new materials, which has achieved phased progress. (IV) Synergistic effect of integration with SEB Since 2006, the Company has started to establish strategic cooperation relationship with SEB Group which owns a long history of more than 160 years with leading market shares of cookware and small domestic appliances worldwide. The powerful cooperation between Supor and SEB Group has brought stable export orders to the Company, and increased its overall business size and manufacturing capacity. Meanwhile, the cooperation in aspects of R&D and management has continuously enhanced the core competitiveness of the Company over the years. (V) Professional advantage of multiple brands and varieties in kitchen field In addition to Supor brand, the Company also introduced a lot of high-end brands under SEB Group, such as WMF, LAGOSTINA, KRUPS, and TEFAL so as to fully cover the high-end brands in kitchen field. The Company's open fire cookware and small domestic appliances rank the first class nationwide. It also explores new varieties actively such as large kitchen appliances and kitchen utensils. The Company has formed its strong competition advantages due to its layout of multiple brands and varieties in kitchen field. IV. Main business analysis During the reporting period, the Company achieved an operating income of RMB 20,170,527,516.66, a year-on-year decrease of 6.55%, mainly because the domestic sales business benefited from the successful transformation toward the online channel strategy, the product sales structure continued to be optimized, and the operating income increased steadily compared with the same period before. SEB Group, as the main customer of export business, has a high level of inventory. In order to actively manage and control its inventory level of local channels, its orders to the Company declined to a certain extent this year. The net profit attributable to shareholders of listed company was RMB 2,067,659,526.97, a year-on-year increase of 6.36%; and the earnings per share were RMB 2.565, a year-on-year increase of 6.88%. Among them, the realized revenue from the main business of cookware was RMB 6,121,737,273.97, a year-on-year decrease of 8.66%; the realized revenue from the main business of electric appliances was RMB 13,803,483,799.48, a year-on-year decrease of 5.72%; the realized revenue from the main business of domestic sales was RMB 14,796,684,166.64, a year-on-year increase of 5.07%; and the realized revenue from the main business of foreign trade was RMB 5,150,624,825.41, a year-on-year decrease of 29.34%. 1. Overview (I) Domestic sales during the reporting period (1) Product strategy During the reporting period, Supor continued the "consumer-centric" strategy guiding its innovation and development of new products, and deeply explored the needs of segmented users under different scenarios by means of internet data, so as to constant provide smart and ingenious product solutions that meet diversified consumer needs and offer intimate, comprehensive consumer experiences. In the business of open fire cookware, Supor has continuously explored the consumer demand on the use of cookware and kept accelerating the expansion of products with core competitiveness. In 2022, titanium uncoated non-stick woks were deeply favored by consumers. On the premise that there is no non-stick coating on the surface of the wok, good non-stick performance was achieved with professional technology, creating a new healthy cooking experience without coating and sticking. In terms of frying pan category, Supor further optimized "patented oil- gathering bottom" technology. The sales volume of TSP Oil-concentrating bottom frypan exceeded RMB 100 million in 2022. According to the market share data of cookware for the 30 major cities in China as monitored by GFK, the total offline market shares of the eight major product categories of Supor open fire cookware (wok, pressure cooker, frying pan, stockpot, milk pot, steamer, cookware set, and ceramic slow cooker) reached 48.8% in 2022, continuing to consolidate the leading advantages as the top brand in the industry. According to the network-wide data of AVC, the total market shares of the eleven major product categories of Supor open fire cookware (wok, pressure cooker, frying pan, milk pot, stockpot, kettle, casserole, hot pot, steamer, cookware set and enamel pot) on main e-commerce platforms reached 23.1% in 2022, which is four times to that of the second brand. In terms of drinkware, Supor focuses on the coffee cup series products based on the preference of young consumers through insight into the market demand trend of cups and pots. The dual-drinking thermal coffee cup, which was launched by the Company in 2022, is characterized by stylish design, differentiated healthy materials and excellent cup body design. Once launched, it was sold very well, ranking first in the category of thermal coffee cups for several consecutive months. In the category of kitchen utensils, products are researched and developed by continuously exploring the backwards complained by consumers and usage scenarios of products. The Company launched a series of innovative products in 2022, such as antibacterial knives and antibacterial double-sided cutting boards, to meet the functional needs of consumers for disinfection and sterilization, etc. in daily life. In the business of small domestic appliances, Supor adheres to the differentiated product innovation strategy at all times, and continuously rolls out innovative and intelligent products which provide creative functions for healthy and nutritious cooking. In the category of electric rice cookers, Supor launched a small-capacity far-infrared IH rice cookers special for small-size families, further consolidating the advantages of far- infrared products. Supor upgraded the detachable and washable technology of air fryers and the differentiated design of detachable and washable well cooked through stirring to better meet the healthy needs of consumers. In addition, Supor closely follows the development of science and technology, and launches a brand-new form of "AIoT Fast Electric Cookers", combining science and technology with cooking, and with "NFC Touch", human-computer interaction can be achieved quickly. The sales of “Little C” is still well, which won the first place in the category of "Double Eleven JD.COM POP Cooking Robot". According to the traditional channel monitoring data of AVC, the online total market share of the thirteen major product categories of Supor's small domestic appliances (electric rice cooker, induction hob, electric pressure cooker, soymilk maker, high-speed blender, blender, juicer, electric kettle, baked machine, health kettle, electric steamer, desktop single-function oven, and air fryer) reached 21.6% in 2022, a year-on-year increase of 1.1 percentage points and ranking first in the industry; and the total offline market share of the above categories of Supor reached 33.0%, a year-on-year increase of 3.9 percentage points and ranking second in the industry. Meanwhile, Supor persistently facilitates the product category development of H&PC appliances, and launched new floor washer M1. The "keeping side" cleaning technology was applied and electrolyzed water can be used to clean and sterilize, easily eliminating hidden bacteria, and protecting the health of the family environment. In terms of the garment steamer category, Supor continues to keep the leading position in the industry. According to the monitoring data of AVC, the total online market share of Supor's clothes steamer category has reached 13.7%, ranking second in the industry. In the business of large kitchen appliances, Supor continues to enhance the brand building. The Company launched a series of differentiated products with high cost performance, such as "7" extractor hood, three-eye gas stove, far-infrared steaming and baking integrated stove, and independent steaming and baking integrated stove. Supor's annual stove line listing remanined the No.1 in the industry, and the overall brand line listing accounted for the top five in the industry in 2022. (2) Channel strategy With the accelerated integration of online and offline markets, Supor remained "consumer-centric" and kept optimizing its layout of channels based on the changes in consumers' purchase path, thereby meeting the needs of various consumers through a multi-channel and multi-mode layout. The Company insisted on winning consumers' trust with high-quality products, and winning distributors' and retailers' support with excellent services. In 2022, Supor speeded up the channel reform, and the marketing efficiency further improved as a result. During the reporting period, the Company continued to strengthen the construction of online channels, with the e-commerce business maintaining rapid growth, whose share in Supor's domestic sales continued to increase. The Company enhances the construction of the e-commerce "stock-taking" model, enables the unified warehousing and allocation for both distributor commodities and self-operating commodities, improves the channel capital turnover efficiency, and effectively relieves the financial pressure of the distributors. During the reporting period, the Company has been continuously implementing the strategy of promoting new products and selling high- value products, in a bid to increase the sales proportion of high added-value and high margin products through the innovation of differentiated products and marketing measures, and has been continuously improving the online profitability. During the grand promotion events of "618" and "Double Eleven" in 2022, many of Supor's products ranked first in the sales of the corresponding categories, along with the significant increase in the profitability of varied product categories. On emerging social e-commerce platforms such as TikTok and Kuaishou, Supor positively explores growth points of new channels, acts to embrace the distribution rules variation of platform flows, and establishes favorable strategic cooperation with the platforms and top live-streamers. In 2022, Supor took the first-mover advantage on the major social platforms of TikTok and Kuaishou, etc., with market shares of major product categories ranking first. In terms of offline channels, due to the influence of industry decline, the traditional channels of primary and secondary markets are facing great challenges in the business operating environment. Supor and distributors are working together to actively cope with the adverse situation so as to enhance the refinement operation of the terminals and facilitate the improvement in store sales effectiveness, thus the overall market position remains solid. Meanwhile, Supor also has kept implementing its development strategy for third and fourth markets, and speeded up the comprehensive cooperation with e-commerce platforms such as JD, Tmall and Suning in O2O channels in lower-tier market, where its advantages in the differentiation of mid- to high-end products and stable agents can be leveraged for new growth points in markets in lower-tier cities. (3) Brand building In 2022, the Company upgraded its brand and updated its brand core value. On the basis of maintaining high-quality products and consumption trends. The industrial design team has been gradually strengthened, and Supor's industrial design language has been established around various categories, aiming at comprehensively creating more competitive products in terms of "appearance". In marketing, the Company accelerated the transition to digital marketing. Through the mode of cooperation with celebrities plus IP marketing, we invited sport stars such as Su Bingtian and Zhang Jike to participate in Tmall Happy Day, JD "618" and other activities, in order to keep enhancing the brand awareness among young people. As we expanded investment in TikTok, GMV in live streaming increased at a high speed, and multi-category sales took the lead in the industry. At the same time, the brand awareness on TikTok continued to grow, achieving the "balance between brand awareness and sales result" in marketing. The exploration of the new mode of "content marketing plus attracting traffic through advertising" achieved initial results. New products were launched successfully, such as the titanium uncoated non-stick wok, multifunctional and quick electric skillet, and the dual-drinking thermal coffee cup, which soon became hot selling products, and the close-loop marketing was achieved more efficiently. (II) Export sales during the reporting period In 2022, the overall oversea trade dropped after the peak in 2021. On the one hand, our main customer, SEB Groupe, was reducing their higher than usual inventories during the year, and as such was limiting its orders to Supor. On the other hand, the foreign customer demand further dropped because of high prices of bulk materials such as aluminum, stainless steel and copper and continuous appreciation of the exchange rate of RMB against USD. In 2022, the overall revenue of foreign trade business decreased by 29.09% year-on-year. 2. Revenues and costs (1) Structure of operating incomes Unit: RMB
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