[年报]鲁 泰Ｂ(200726):2022年年度报告（英文版）
原标题:鲁 泰Ｂ:2022年年度报告（英文版） LU THAI TEXTILE CO., LTD. ANNUAL REPORT 2022 April 2023 ANNUAL REPORT 2022 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of Lu Thai Textile Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or material omissions therein. Liu Zibin, the Company’s legal representative, and Zhang Keming, head of accounting affairs and head of the accounting department (equivalent to accounting manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Company’s directors have attended the Board meeting for the review of this Report and its summary. The Company has described in detail in this Report the possible risks. Please refer to the contents about the major risks and countermeasures in “Prospects” in “Part III Management Discussion and Analysis” of this Report. Securities Times, Shanghai Securities News, China Securities Journal, Ta Kung Pao (HK) and www.cninfo.com.cn have been designated by the Company for its information disclosure in 2023. And all information about the Company shall be subject to what’s disclosed by the Company on the aforesaid media. Investors are kindly reminded to exercise caution when making investment decisions. The Company is subject to the disclosure requirements for listed companies engaging in textile and apparel as stated in Guideline No. 3 of the Shenzhen Stock Exchange for Self-regulation of Listed Companies—Industry-specific Information Disclosure. In 2022, the Russo-Ukrainian conflict, the intensified inflation in Europe and the US, and other severe and complex international situations led to a slowdown in global economic growth, as the declines in demand resulted in increased downward pressure. Likewise, the growth rate of the textile industry also showed a quarter-by-quarter decelerating trend. In the face of the complex and changeable political and economic status of the world, the domestic textile industry has overcome a variety of risks and shocks, as most of the operating indexes have only dropped slightly year-on-year, and the total export volume hits a record high. From the global perspective, the impact of inflation, geopolitical conflicts, trade frictions and other factors that resulted in the global economic downturn has not diminished. There are still many uncertainties in the international environment and domestic and foreign markets. As the downward trend of the global economy may persist, the export trade regarding the domestic textile industry is under great pressure. However, the domestic levels of processing, manufacturing and equipment in fibres and raw materials, spinning and weaving, and clothing and home textiles are mostly internationally advanced. In the context of the upgrading of domestic demand, textile and clothing enterprises with core competitiveness are equipped with relatively good development resilience and anti-risk capacity. In the future, the integration between the textile industry and new fields will be accelerated, and more opportunities for low-carbon and green development will appear. For details, please refer to Part III Management Discussion and Analysis. The Board has approved a final dividend plan as follows: based on 887,633,151 shares, a cash dividend of RMB1 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue from either profit or capital reserves. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. Table of Contents Part I Important Notes, Table of Contents and Definitions ........................................................... 2 Part II Corporate Information and Key Financial Information ................................................... 7 Part III Management Discussion and Analysis ............................................................................. 11 Part IV Corporate Governance ...................................................................................................... 37 Part V Environmental and Social Responsibility .......................................................................... 62 Part VI Significant Events ............................................................................................................... 66 Part VII Share Changes and Shareholder Information ............................................................... 76 Part VIII Preferred Shares .............................................................................................................. 88 Part IX Bonds ................................................................................................................................... 89 Part X Financial Statements ........................................................................................................... 93 Documents Available for Reference 1. The financial statements signed and stamped by the Company’s legal representative, Chief Accountant and Financial Manager; 2. The original Independent Auditor’s Report stamped by the CPA firm, as well as signed and stamped by the relevant certified public accountants; and 3. The originals of all the Company’s announcements and documents disclosed to the public during the Reporting Period on Securities Times, Shanghai Securities News, China Securities Journal and Ta Kung Pao. Definitions
Part II Corporate Information and Key Financial Information I Corporate Information
The independent audit firm hired by the Company:
□ Applicable ? Not applicable The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable ? Not applicable VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes ? No
exceptional gains and losses was negative for the last three accounting years, and the latest independent auditor’s report indicated that there was uncertainty about the Company’s ability to continue as a going concern. Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional gains and losses was negative. □ Yes ? No VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS □ Applicable ? Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Accounting Standards □ Applicable ? Not applicable No difference for the Reporting Period. VIII Key Financial Information by Quarter Unit: RMB
what have been disclosed in the Company’s quarterly or interim reports. □ Yes ? No IX Exceptional Gains and Losses ? Applicable □ Not applicable Unit: RMB
No such cases for the Reporting Period. Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items: □ Applicable ? Not applicable No such cases for the Reporting Period. Part III Management Discussion and Analysis I Industry Overview for the Reporting Period The Company is subject to the disclosure requirements for listed companies engaging in textile and apparel as stated in Guideline No. 3 of the Shenzhen Stock Exchange for Self-regulation of Listed Companies—Industry-specific Information Disclosure. In 2022, the textile industry saw a supply-demand environment of “high cost and weak demand”, which resulted in the continuous increase in the pressure on sales and profitability. According to the data released by the National Bureau of Statistics, the operating revenue and the total profit of domestic textile enterprises above the designated size decreased by 0.9% and 24.8% in 2022, respectively. In terms of export markets, the total export volume of the domestic textiles and apparel hit a record high, which exceeded USD300 billion for the third consecutive year, and the increase in export prices played an important role. According to the data released by the China National Textile and Apparel Council, the total export volume of the domestic textiles and apparel reached USD340.95 billion in 2022, representing a year-on-year increase of 2.5%. But the lack of demand is still imposing pressure on the textile and garment industry. Domestically, the impact of the slowdown in residents’ income growth, the slow recovery of consumption scenarios, and other factors resulted in the continuous increase in the pressure on domestic sales of the textile industry. In 2022, the retail sales of clothing, shoes and hats, and knitwear and textiles decreased by 6.5% year-on-year, and the growth rates remained to be negative from March on. Meanwhile, although the online retail sales of apparel only increased by 3.5% year-on-year, representing a growth rate that was 4.8 percentage points less than that in 2021, the consumption of apparel and accessories related to sports and outdoor supplies, as well as health and wellness, still has good resilience in growth. Internationally, due to the impact of various factors, such as the Profound Changes Unseen in a Century, the volatile geopolitical situation and the rising risk in the global economic downturn, pressures from the shrinking demand, the supply shock, and the weakening expectations continued to evolve. Meanwhile, the complexity, severity and uncertainty of the development environment for the textile industry significantly increased. However, China still has a remarkable advantage in the efficient and stable operation of the integral industry chain and supply chain of the textile industry, which lays a solid foundation for the textile industry to integrate into the national economic cycle and effectively handle external risks and challenges. II Principal Activity of the Company in the Reporting Period The Company is subject to the disclosure requirements for listed companies engaging in textile and apparel as stated in Guideline No. 3 of the Shenzhen Stock Exchange for Self-regulation of Listed Companies—Industry-specific Information Disclosure. Since 2022, the evolving world pattern and the global economic downturn have brought multiple challenges to the international trade environment. Meanwhile, enterprises also have faced various challenges, such as the downturn in the overall consumer market, international trade barriers, Sino-US trade frictions, and large fluctuations in commodity prices. In the face of these challenges, the Company adhered to the “customer-focused” philosophy and continued to promote the strategies of “Improve Quality and Efficiency” and “Overall Internationalization”. Meanwhile, the Company ensures an orderly advance in management and operation through expanding market, adjusting structure and building capabilities. Moreover, by taking advantage of its own international supply chain system and international industry layout, the Company could provide quality products and services for domestic and foreign customers. During the Reporting Period, the Company saw gradual recovery of product orders and rapid recovery of business performance. For the Reporting Period, the Company achieved operating revenue of RMB6,938 million, operating profit of RMB1,082 million, a net profit attributable to the Company as the parent of RMB964 million, and a net profit attributable to the Company as the parent before exceptional gains and losses of RMB795 million, respectively up 32.46%, 191.48%, 177.28% and 317.59% when compared driving the Company’s growth in the Reporting Period. During the Reporting Period, the Company was rated as a “AAA Enterprise in Corporate Credit Rating” by China Enterprise Confederation and China Entrepreneur Association. Moreover, it was selected as “Competitive Chinese Textile and Apparel Brand” and “Pioneer in the Chinese Textile and Apparel Industry of Innovative Climate Actions for 2022” by China National Textile and Apparel Council. The Company has prioritized the following aspects: (I) Scientifically implement strategic arrangements to effectively handle development challenges The Company unremittingly adopts the development direction of becoming a global apparel solution provider with cutting-edge fabrics at its core. By adhering to the “customer-focused” philosophy, the Company not only solved the “last kilometer” problem in customer services, but also provided products and services for customers more precisely by enhancing the coordination between internal processes. Moreover, the Company continued to uphold the spirit of diligence and enhance the cohesion and combat effectiveness of employees, so that all members of the Company could unite to deal with difficulties and challenges. Meanwhile, the Company has successfully completed various operation tasks, such as project implementation and the maintenance of the stable operation of overseas production bases, new product development and new market expansion, as well as the reinforcement of production capacity and the stabilization of the employee pool. (II) Enhance customer relations in an all-around way and accelerate the integration into the circulating development During the Reporting Period, the Company accelerated the formation of the development pattern of “dual circulation”. On the one hand, the Company continued to expand the size of its overseas production bases and systematically implement its overseas construction projects as scheduled with the focus on meeting customer needs and market demand in accordance with the “Belt and Road” Initiative. On the other hand, the Company enhanced cooperation with high-quality domestic customers to expand its market share. As a result, the Company has signed a strategic cooperation agreement with Heilan Group. Furthermore, it has reached cooperation with JDmade regarding production with the focus on reaching more high-quality customers of female apparel. The Company also made continued efforts to enrich product categories and accelerated the marketing of knitwear and functional fabrics. Meanwhile, with business apparel for industries such as communication, construction, aviation and finance as the starting point, the Company adapted to the new trends of consumption by leading consumption upgrading in the mass market through new fashion, new media, new retail and other new methods. In doing so, the Company tried to elaborate its “core products” and stabilize its leading position, so as to enhance the integrated development of domestic and international trade in a phased manner with certain highlights. (III) Continue to enhance innovation capability to consolidate and expand competitive advantages During the Reporting Period, in order to meet the personalized and diversified needs of customers in the new situation, the Company enhanced its innovation capability with the focus on several aspects, such as technological research and product development. By accelerating the R&D of green products, the Company made concerted efforts in energy conservation and carbon reduction in production and operation. Relying on green production and processing, the Company launched a host of new sustainable products, such as EcoF!t, the water-proof bio-based products and CELYS. In doing so, the Company aimed to guide the demand in consumer markets and the trend of industry development based on the new trends of “double carbon”. In 2022, a total of 65 patents were granted to the Company, including 21 invention patents. Moreover, the two technical achievements of the Company were authenticated, including one at the world-leading level, and one at the internationally advanced level. The Company’s “key technology and industrialization of the processing of high-conformity fabric for knitted shirts” project and “key technology and industrialization of the fluorine-free, easy to decontaminate, ironing-free, super whitening, multi-functional finishing of cotton knitwear” won the Second China National Textile and Apparel Council’s Science and Technology Progress Awards for 2022. Meanwhile, the Company’s product “comfortable, long-lasting, cool and anti-wrinkle shirt” was rated as an Innovative Product of the Ten Major Textile Categories in 2022. The Company also made active efforts to explore digital transformation, with the goal of activating the development vitality of the traditional industry and continuously promoting the digital research of the trends of textiles and fabrics and the intelligent applications of colour management. Additionally, Lufeng Company, one of its holding subsidiaries, made active efforts in the exploration of AI (intelligent) design. Through the company’s cooperation with China Textile Information Center in the development of an AI-based fashion pattern design platform, the product “AI pattern design-based print shirt” launched by the company was rated as an Innovative Product of the Ten Major Textile Categories in 2022. (IV) Actively play the leading role in the industry chain to improve the quality and efficiency of operation and development The Company was not only recognized as a leading enterprise in the textile and apparel industrial chains at the provincial, municipal and other levels, but also included in the list of leading enterprises in the Top 10 industrial clusters in Shandong Province. By actively playing the leading role in the industry chain, the Company established the province-wide platform for coordination and exchange activities regarding the integration and consolidation of industrial chains to seek win-win development. The Company also reached material cooperation in multiple national and provincial key technological projects, as well as equipment, materials and markets, with a series of universities and enterprises, such as Qingdao University, Sateri and HeiQ. In 2022, in terms of operating revenue, Lu Thai ranked among the top in the domestic yarn-dyed fabric industry, top 100 in the domestic cotton textile industry, top 30 in the domestic dyeing and printing industry, and top 100 in the domestic apparel industry. While it was included in the list of Top 50 Business Apparel Enterprises in China, the Lu Thai Textile and Apparel Creative Design Platform was also included in the Ministry of Industry and Information Technology’s list of the second group of demonstration textile and apparel creative design platforms. With these achievements, the Company maintains its leading position regarding the R&D of mid-to-high-end fabrics and continues to consolidate the foundations for its development. III Core Competitiveness Analysis 1. The Company has a comprehensive vertical industrial chain and internationalized layout. It possesses the whole industrial chain integrating spinning, bleaching and dyeing, neatening, testing, and garment making, as well as excellent quality control capabilities through various links of the production of high-end yarn-dyed fabrics. In order to leverage international resources, give play to the advantage of internationalized industrial distribution and reinforce the leading international status in manufacturing the yarn-dyed fabrics for shirts, the Company has built various production bases in Cambodia, Burma and Vietnam etc., and established the design agency in Italy, and the market service offices in the U.S. and Japan. 2. The Company has better integrated management capability and high-level management system architecture. Since 1995, the Company has successively passed the certification of ISO9001 quality management system, ISO14001 environmental management system, ISO45001 Occupation Health Safety Management System, SA8000 Social Responsibility Management System, The Worldwide Responsible Apparel Production Standard (WRAP), Sustainable Textile Production (STeP), Global Organic Textile Standard (GOTS), Global Recycle Standard (GRS), Higg (FEM and FSLM) and China National Accreditation Service for Conformity Assessment (CNAS), and realized the internationalization, standardization and normalization of the corporate management. In order to make outstanding achievement in its operating management, better improve the Company’s business performance and capabilities, the Company has introduced the GB/T19580 Criteria for Performance Excellence step by step, set up the “big quality” system, promoted the management innovation and guaranteed the management quality. 3. The Company establishes its high-level technical cooperation platform by virtue of strong R&D capability. In fact, the Company always insists on the independent innovation, enhances its technical cooperation with various research institutes, colleges and universities, strategic clients and important suppliers by relying on various technical platforms including the national enterprise technical center, the national industrial design center, the national demonstration base for introducing talents, the national post- doctoral scientific research station and Shandong Provincial Engineering Technology Research Center, dedicates itself to the cutting- edge technical research, and gradually transforms from technology research to integrated product development. Besides, the Company will also transform from the overcoming of key technical difficulties to the mastery of technical principles and the formulation of industrial standards, and from the focus on technical innovation to the dynamic integration of new technique exploration with model innovation, materialize the low-carbon, green and sustainable development. IV Core Business Analysis 1. Overview For the Reporting Period, the Company recorded operating revenue of RMB6,938 million (a 32.46% year-on-year increase); cost of sales of RMB5,154 million (a 24.11% year-on-year increase), selling expense of RMB137 million (a 14.22% year-on-year increase) and administrative expense of RMB396 million (a 18.17% year-on-year increase); research and development expense of RMB276 million (a 9.3% year-on-year increase); and net cash generated from operating activities of RMB1,422 million (a 308.55% year-on- year increase). 2. Revenue and Cost Analysis (1) Breakdown of Operating Revenue Unit: RMB
Operating Revenue or Operating Profit □ Applicable ? Not applicable (3) Whether Revenue from Physical Sales Is Higher than Service Revenue ? Yes □ No
? Applicable □ Not applicable 2022 saw an increased order intake due to new customers and more strategic customers in the textile and apparel business. (4) Execution Progress of Major Signed Sales and Purchase Contracts in the Reporting Period □ Applicable ? Not applicable (5) Breakdown of Cost of Sales By operating division and product category Unit: RMB
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