[年报]虹美菱B(200521):2022年年度报告（英文版）
原标题:虹美菱B:2022年年度报告（英文版） 二〇二二年年度报告 Annual Report 2022 I. Important Notice, Table of Contents and Definitions Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Changhong Meiling Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. Mr. Wu Dinggang, Chairman of the Company, Mr. Pang Haitao, person in charge of accounting work and Mr. Yang Jun, person in charge of accounting organ (accountant in charge) hereby confirm that the Financial Report of 2022 Annual Report is authentic, accurate and complete. The Company did not have directors, supervisors and senior executives of the Company could not guarantee the reality, accuracy and completion of the whole contents or have objections. All the directors attended the board meeting to deliberating the Report by a combination of on-site and communication. Modified audit opinions notes □ Applicable √ Not applicable Shine Wing Certified Public Accountants (LLP) issued standard unqualified Auditors’ Report for the Company’s Financial Report of 2022. Major defects in internal control □ Applicable √Not applicable The Company had no major defects in internal control in the reporting period. Risk warning of concerning the forward-looking statements with future planning involved in annual report √ Applicable □Not applicable Concerning the forward-looking statements with future planning involved in the Report, they do not constitute a substantial commitment for investors, investors and the person concerned should maintain adequate risk awareness, furthermore, differences between the plans, forecast and commitments should be comprehended. Investors are advised to exercise caution of investment risks. Investors are advised to read the full text of annual report, and pay particular attention to the following risk factors: More details about the possible risks and countermeasures in the operation of the Company are described in the report “XI. Prospects for the future development of the company” of “Section III. Management Analysis and Discussion”, investors are advised to read the relevant content. Securities Times, China Securities Journal and Juchao Website (Juchao Website (www.cninfo.com.cn)) are the media for information disclosure for year of 2023 that appointed by the Company. All public information under the name of the Company disclosed on the above said media and website shall prevail, and investors are advised to exercise caution. Does the Company need to comply with disclosure requirements of the special industry: No Profit distribution pre-plan or capitalizing of common reserves pre-plan deliberated by the Board in the reporting period √ Applicable □ Not applicable Whether to increase the share capital with public reserve □Yes √No The profit distribution plan for year of 2022, that deliberated and approved by 31st session of the 10th BOD was: take total shares of 1,029,923,715 shares as base dated 31 December 2022, distributed 0.9 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, no share bonus issued and no capitalizing of common reserves carried out. Directors, supervisors and senior executives of the Company respectively signed a Written Confirmation Opinions for 2022 Annual Report. Supervisory Committee of the Company formed Written Examination Opinions for 2022 Annual Report. Documents Available for Reference I.Financial statement carrying the signatures and seals of the Chairman, principal of the accounting works and person in charge of accounting organ; II. Original audit report carrying the seal of the CPA and signature & seal of the accountants; III. Original documents of the Company and manuscripts of public notices that disclosed in the website designated by CSRC in the report period; Contents I.Important Notice, Table of contents and Definitions 1 II. Company Profile & Financial Highlights. 6 III. Management Discussion & Analysis 11 IV. Corporate Governance 44 V. Environmental & Social Responsibility 71 VI. Important Events 78 VII. Change of share capital and shareholding of Principal Shareholders 141 VIII. Situation of the Preferred Shares 150 IX. Corporate Bond 151 X. Financial Report 152 Definition
II. Company Profile & Financial Highlights. I.Company Profile
(1) CPA engaged by the Company
□ Applicable √ Not applicable (3) Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data □ Yes √ No
The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and the audit report of last year shows that the ability to continue operating is uncertain □Yes √ No The lower one of net profit before and after deducting the non-recurring gains/losses is negative □Yes √ No VII. Accounting data difference under domestic and foreign accounting standards (1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company has no difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) in reporting period. (2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) √ Applicable □ Not applicable In RMB
accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. (3) Reasons for the differences of accounting data under accounting rules in and out of China √ Applicable □ Not applicable The “Notice of Relevant Issues of Audit for Company with Domestically Foreign Shares Offering” was issued from CSRC dated 12 September 2007, since the day issuing, cancel the previous “dual audit” requirement for companies who offering domestically listed foreign shares (B-share enterprise) while engaging securities practice qualification CPA for auditing. The Company did not compile financial report under foreign accounting rules since 2007, the financial report of the Company is complying on the “Accounting Standard for Business Enterprise” in China, and therefore, there are no differences of accounting data under accounting rules in and out of China at period-end. VIII. Quarterly main financial index In RMB
relevant financial index disclosed in the company’s quarterly report and semi-annual report □Yes √ No IX. Items and amounts of non-recurring profit (gains)/losses √ Applicable □ Not applicable In RMB
There are no other gains/losses items that meet the definition of non-recurring gains/losses in the Company. Explain the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss □ Applicable √ Not applicable There are no items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss III. Management Discussion & Analysis I. Industry of the Company during the reporting period 1. Refrigerator industry The refrigerator industry is a highly mature industry, and the market development has entered the slow development stage. From the overall data, the scale of China's refrigerator industry has faced high growth pressure in 2022, but compared with the entire home appliance industry, the refrigerator industry showed a relative resilience. Although the price of raw materials fell after the rise, the pressure on the cost side of enterprises has eased in some extent, the international environment was complex and severe, and the contraction of external demand was further manifested, superimposed by exchange rate changes and high inflation economic environment, the industry demand has been constantly changing, thus the refrigerator export business went to an obvious falling-back trend. Meanwhile, under the weakening of the vitality of the domestic market, the gradual recovery of overseas production capacity and the high base effect of the previous year, the overall production and sales of refrigerators in the industry have declined significantly compared with the previous year, and the industry has been facing the challenge of homogenization in terms of product structure and product technology, and there’san urgent need to innovate in product form and technology on the supply side. According to industry online data, China's Refrigerator sales in 2022 was 75.58 million units, down 12.6% YOY, of which the domestic sales were 41.23 million units, down 3.3% YOY and the exports were 34.35 million units, down 21.6% YOY. 2.Air-conditioning industry The air conditioning products are the home appliance category most affected by macroeconomic and weather factors. In recent years, due to the continuous downturn in the real estate market, the sales volume of the air conditioning industry has declined for three consecutive years, and the situation where enterprises have risen and risen with the outbreak of the industry no longer exists. According to the total data of All View Cloud, in 2022, the omni-channel sales volume of China's air conditioning market was 57.14 million units, down 3.3% YOY, and the sales was 196.9 billion yuan, an increase of 0.3% YOY. Although the occurrence of rare high temperature weather in many places of the country has stimulated consumer demand, plus the industry continued to promote the product structure improvement and given there’s a firm price increase policy, it’s still difficult to reverse the overall decline in sales in the industry. Under the influence of global inflation, regional politics, and trade frictions, the export market of the air conditioning industry is under greater pressure. At the same time, the domestic market is also facing adverse factors such as the continued downturn in the economy and the contraction of the real estate market. However, the overall pressure bearing capacity of the industry exceeded expectations, and the domestic market declined slightly throughout the year. After the initial end of the market shock, consumer demand will be somewhat restored, but the number of air-conditioned households has reached a high level, and industry demand has entered a new cycle of stock replacement. In the coming years, the overall sales volume and average sales price will tend to be relatively stable. 3.Washing machine industry In 2022, under the influence of many factors brought about by high penetration rate on consumer confidence, travel, and house decoration, the development of the washing machine market was less than expected, and the scale growth encountered a freezing point. According to the industry online data, the total sales volume of China's washing machine industry in 2022 was 68.83 million units, down 7.9% YOY, of which the domestic sales were 40.77 million units, down 8.4% YOY, and the exports were 28.06 million units, down 7.1% YOY. Meanwhile, affected by the decline in market scale, the industry competition was further intensified, the average price of products was collectively declined, and the price of online drum washing machinefell into the negative growth. Under the change of supply and demand, the structural upgrading has slowed down, and the competition in the washing machine industry has entered the deep-water area. II.Main businesses of the company engaged in during the Period The Company is one of China's major electric appliance manufacturers, possesses four major domestic manufacturing bases in Hefei, Mianyang, Jingdezhen and Zhongshan, and overseas manufacturing bases in Indonesia and Pakistan. Currently, we have completed the industry layout of white electricity basically, covering the full product line including refrigerator, washing machine, air conditioner, kitchen and bath, small household appliances and others, at the same time, the Company enters the new industrial fields as bio-medical and with certain achievements made. Over the past 40 years, the Company has always been adhering to the "independent innovation, created in China", and always focus on refrigeration industry without stop, elaborately building the core competitiveness of enterprises by technological innovation and product innovation. Relying on the cutting-edge R&D team and advanced technology, Meiling continue to achieve breakthrough results in the variable frequency, intelligence, refreshment, thin-wall, odourless, energy-saving, forced air cooling, deep cooling and other fields. The Company has established the first RoHS public testing center, the national enterprise technology center, national industrial design center, and the 5G industrial Internet innovation application laboratory in Anhui Province. In recent years, the Company has won many national honorary titles such as "Smart Refrigerator Intelligent Manufacturing Pilot Demonstration Project", "National Green Factory", "National Industrial Design Center" and "National Appliance Industry Quality Leading Enterprise". Meanwhile, a number of Meiling products have frequentlywon many domestic awards, constantly demonstrating the ability and strength of Meiling Intelligent Manufacturing and Meiling Intelligent Innovation Technology. At the 2022 China Refrigerator Industry Summit Forum, Meiling greatly won the 2022 China Refrigerator Industry Odor Purification and Sterilization Pioneer Brand Award, and its product Meiling Ten-minutes purification series BCD-550WP9BT won the "2022 China Refrigerator Industry Full Space Sterilization Best-selling Product" award, and Meiling spectrum fresh refrigerator BCD-413WP9BY won the "2022 Outstanding Channel Performance Product" award; Changhong big 3P Living-room and Dining-room Shared Air Conditioner KFR-72LW/Q6C+R1 won the "Mechanical Air Conditioner of the World's Farthest Air-supply Distance of Big 3P Living-room and Dining-room Shared"; the drying channel washing technology of Meiling washing machine won the "Annual Technological Innovation Achievement"; Meiling kitchen appliances, small household appliances and water dispenser products won the "National Household Appliances Industry Quality Leading Brand". In addition, Zhongke Meiling, a subsidiary of Meiling Biomedical Business, was recognized by the Ministry of Industry and Information Technology of the People's Republic of China as the third batch of specialized and special new "little giant" enterprises and was successfully listed on the Beijing Stock Exchange in October 2022. In recent years, driven by the industry transformation and upgrades and consumption upgrades, the Company always adheres to the strategy of smart and variable frequency products, promoted the Company’s products to transform and upgrade to become intelligent and high-end and comprehensively enhanced the competitiveness of products in the industry by grasping the opportunities of refreshment, thin-wall, odourless, air cooling and energy efficiency upgrades and effectively resolving the pain points of customers. Under the guidance of the “intelligent” strategy, in recent year, the Company has released and listed a number of CHiQ series of smart refrigerators and air- conditioning products, “M-Fresh” refrigerators, “M-Fresh” comprehensive thin series products and “very clean” series of refrigerators, Meiling always leads the trend of the industry by solving the pain points of users effectively. During the reporting period, main income of the Company coming from refrigerator (freezer), air conditioner, washing machine, small home appliances, kitchen & toilet products and biomedical etc., total amounting to 200.38 billion yuan, a 99.12% of the operating income. III. Core Competitiveness Analysis (1) Brand capacity The Company is one of the famous home appliances manufacturers in China, owns several product lines such as refrigerator, The "Meiling" brand is listed as one of the most valuable brands in China, which owns the youthful brand "Athena" and it gradually builds the brand influence of "M Fresh" products. In recent years, the Company has continuously reshaped its brand image and enhanced its core competitiveness through differentiated innovation measures such as technological innovation, product innovation and service innovation. Through continuous crossover cooperation, it ranks the first group in the industry in the We-media platform concerned by young people, and the process of brand rejuvenation has been accelerating. In 2022, the brand promotion activities planned by the Company such as "Installed All Over China" and "Resume Refrigerator" won two awards: "2022 Innovative Scene Marketing Gold Case" and "2022 Event Marketing Gold Case" respectively. In addition, the Company also relied on diversified brand strategy, and through multi-pronged initiatives, it comprehensively integrated and accelerated to achieve interaction and resonance with users, effectively enhanced the brand's popularity and reputation. With the CCTV "News Network", "People's Daily" and other mainstream media have reported in abundance, it also promoted the Company's brand image to be continuously enhanced. The Company will continue to practice the brand proposition of "Meiling, let the beauty come", focus on"one goal", closely follow the "three main lines", implement the "four management systems", unswervingly deepen the marketing transformation to develop the work for business idea, seize the new channel marketing outlet by crossover as the communication breakthrough, and take the co-creation of all employees as the cornerstone, it will carry out all-round brand construction from the aspects of brand, product and culture, thus to strengthen consumers' sense of identity and belonging to the brand, shape the differentiated competitiveness of the brand, and realize brand revitalization. (2) Product capacity In terms of refrigerator products, the Company has independently developed core technologies such as "zero impact" and "micro-freezing" fresh-keeping technology, water molecule-activated fresh-keeping technology, comprehensive thin GLS integration technology, MCN+ clean taste preservation technology, etc., leading the refrigerator industry to return to the arena of freshness preservation and fully enter the era of "thinning" and "long- term purification". Meanwhile, the Company has successively released the "M Fresh" first-generation series fresh- keeping refrigerators equipped with water molecule activation preservation technology, the "M Fresh" second- generation fresh-keeping refrigerators equipped with "zero impact" and "micro-freezing" fresh-keeping technology, the ultra-thin folio 529W series refrigerators, the "Ten-minutes purification" second-generation series refrigerators with upgraded purification technology, the 600L cross large narrow door series refrigerator, the French two-door 400L large narrow door series refrigerator, and the M Fresh "Super capacity" BCD-681WQ3S refrigerator equipped with large-capacity and ADF+ negative ion antibacterial magic stone series (O2O) glass door refrigerator, and the industry's thinnest 500L and 600L volume level of the cross worry-free series refrigerator 501WPU9CX/601WPU9CT, etc., thus created the brand business cards of "Meiling Fresh", "Meiling Thin" and "Meiling imbedded" and established the brand image. In term of the washing machine products, through the three black-technology development of the barrel cone expansion circle technology, oblique angle stabilization technology, cloud disk condensation technology, the Company has shaped the washing machine with "thin” “big", "smart" industry card, and in the "very thin" drum platform, the Company have continually released the super oxygen purification and 5G series products. The afore- said washing machine products not only continues the core function of the ultra-thin, large cylinder diameter, more intelligent, more healthy, but also its automatic delivery and voice technology have become more convenient, and the first "drying tunnel wash" function provides the clean, healthy and purification effects, once more revealing the washing machine products with core strengthin the core technology with ultra-high standard. In terms of air conditioning products, the Company adheres to the product concept of "good sleep + good air + good comfort", focuses on product upgrading around quality, experience and health, strictly controls quality from comfort and reliability indicators, creates a brand experience of "extremely quiet, extremely economical , and extremely intelligent" of air conditioning, and carries out product series layout around the three core functions of "fresh air ventilation, self-cleaning, and total dust-free". The Company continues to expand the breadth and depth of air conditioning products, and drives the interconnection between various products under the guidance of the Company's overall intelligent strategy. The Company has launched Changhong "Lookup" series Q6E hang-up and Q6E cabinet unit, launched the Q7A hang-up of the all-dust-free fresh air conditioner centering on the "dust-free fresh air", which is the industry's first all-dust-free fresh air conditioner, thus established the industry benchmark of conditioner centering on "free wind" to solve the pain points of different temperature needs of users in the same scene. In addition, in order to meet the demand for intelligent air conditioning products in countries and regions with underdeveloped networks, the Eva, Grace, Morandi and other series of products have been developed to meet （未完）  |