[年报]戎美股份(301088):2022年年度报告（英文版）
原标题:戎美股份:2022年年度报告（英文版） Section I Important Notice, Contents and Definitions The Board of Directors and the Board of Supervisors of the Company and its director, supervisors and senior management warrant that the information contained in this annual report is true, accurate and complete without any false records, misleading statements or material omissions, and severally and jointly accept legal liability thereof. Guo Jian, the person in charge of the Company, Yu Qingtao, the person in charge of accounting of the Company, and Wang Dongmei, the person in charge of the accounting department of the Company, have declared that they warrant the truthflness, accuracy and completeness of the financial ststements set out in this annual report. All directors of the Company attended the Board meeting on which this report was reviewed. The forward-looking statements in this annual report, including development strategies and business plans, do not constitude substantive commitments of the Company to investors. Investors and related personnel should remain vigilant and understand the differences between plans, forecasts and commitments. The Company has described potential risks it may face in the future in “Section III Discussion and Analysis of the Management” and “Saection XI Future Development Prospects of the Company”. Investors should be aware of the investment risks. The Board meeting has deliberated and approved the following profit distribution proposal: Distribute a cash dividend of RMB 3.66 (tax inclusive) for every 10 shares to all shaerholders based on a total share capital of 228,000,000 shares; no bonus shares will be issued and no capital reserve will be converted into share capital. Table of Contents Section I Important Notice, Contents and Definitions ........................................................................................................ 2 Section II Company Profile and Key Financial Indicators ............................................................................................... 8 Section III Discussion and Analysis of the Management .................................................................................................. 14 Section IV Corporate Governance ........................................................................................................................................... 56 Section V Environmental and Social Responsibilities ....................................................................................................... 76 Section VI Significant Events .................................................................................................................................................... 79 Section VII Changes in Shareholding and Information of Shareholders ................................................................... 87 Section VIII Particulars of Preference Shares ..................................................................................................................... 95 Section IX Particulars of Bonds................................................................................................................................................ 96 Section X Financial Statements ................................................................................................................................................ 97 Documents Available for Inspection I. Financial statements affixed with official stamps and the signatures of the Company’s responsible person, the person in charge of accounting and the charge of accounting department of the Company; II. Original of the audit report affixed with the stamp of the accounting firm as well as stamps and signatures of the certified public accountants; III. All original copies of the Company’s documents and the original drafts of the Company’s announcements as disclosed on websites designated by the CSRC during the reporting period; IV. Place for document inspection: Office of the Board of Directors, Room 2902, Floor Shimao Plaza, Minjiang Road, Changshu, Jiangsu Province, China. Terms and Definitions
Section II Company Profile and Key Financial Indicators I. Company information
Accounting firm engaged by the Company
? Applicable □ Not applicable
□ Applicable ? Not applicable V. Main Accounting Data and Financial Indicators Whether the Company needs to perform retrospective adjustment or restatement of previous years □Yes ?No
recent three accounting years is all negative, and the audit report of the most recent year shows that the Company’s ability to continue operations is uncertain. □Yes ?No The lower of the net profits before or after deducting non-recurring profit and loss is negative □Yes ?No VI. Major Financial Indicators by Quarter Unit: RMB
indicators in the disclosed quarterly and semi-annual reports of the Company ? Yes □ No According to the auditors’ opinion, the company reported the relevant gain generated from purchasing structured deposits with raised funds as a non-recurring gains and losses item, and accordingly adjusted the Net Profit Attributable to Ordinary Shareholders after Extraordinary Gains and Losses in the quarterly reports and semi-annual report disclosed previously. This adjustment has no impact on the presentation of the Statement of Financial Position, Comprehensive Income, and Statement of Cash Flows already disclosed by the Company. VII. Difference in Accounting Data under Domestic and International Accounting Standards 1. Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS) □ Applicable ? Not applicable No such differences for the reporting period. 2. Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS) □ Applicable ? Not applicable VIII. Non-recurring Items and Amounts ? Applicable □ Not applicable Unit: RMB
The Company has no other profit and loss items that qualified the definition of non-recurring profit and loss. Descriptions where the Company defines any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period □ Applicable ? Not applicable The Company did not define any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period. Section III Discussion and Analysis of the Management I. Status of the Industry in Which the Company Is Located during the Reporting Period (I) Basic information, development stage, cyclical characteristics of the involved industry and our position in the industry According to the CSRC’s Guidelines for the Industry Classification of Listed Companies (2012 Revision), the Company is a member of retail industry (classification code: F52). The Company is engaged in planning, design, supply chain management, and sales of clothing and accessories. Online retailing refers to the activities of retailers selling products through e-commerce platforms. As of December 31, 2022, the Company sold products directly to end consumers through Alibaba’s e-commerce platforms (Taobao and Tmall), without using any intermediate sales channels such as distributors. According to data from the National Bureau of Statistics, China’s retail sales of consumables in 2022 was RMB 44.0 trillion in total, which went flat with that of 2021, and the online retail sales was RMB 1.38 trillion, an increase of 4.0% from the previous year. Among them, the online retail sales of physical goods was RMB 1.20 trillion, an increase of 6.2%, accounting for 27.2% of the total retail sales of consumer goods; among the online retail sales of physical goods, the sales of food, clothing, and daily- use articles increased by 16.1%, 3.5%, and 5.7%, respectively. In terms of channels, the online retail sales growth is higher than overall retail growth, which is consistent with our expected long-term shift of distribution channel, from traditional stores to online sales. Within two decades of development, online retailing, driven by the continuous improvement of residents’ consumption levels and the continuous upgrading of Internet infrastructure, has achieved growth rates that surpass traditional offline retail channels, significantly altering the way consumers buy. For consumers, compared to traditional stores, online retailing has lifted the limitations of time and space limitations, providing consumers with more product information in terms of quantity and variety, significantly reducing information costs and speeding up decision-making process. The continuous technological upgrading of Internet infrastructure optimizes shopping experience through textual information to images, short videos, live streaming, and even virtual reality technology for some products; the rapid development of the logistics and express delivery industry provides necessary logistical support for online retailing; mobile payment technology and third-party payments enable consumers to complete transactions without worries, make payments, refunds, and returns more convenient, achieving convenience and satisfaction for consumers. For enterprises, online retailing can simplify the distribution of goods and help them reduce the costs for intermediate circulation; additionally, it enables digitalizing and visualizing consumer behaviors through information technology, so as to help enterprises to better meet consumer needs through analysis of consumer behavior and big data, and to reduce excess inventory through agile supply chain management, resulting in better ecological benefits. The structural shift of the value chain reflects the long-term trend of efficiency, and the application of new technologies and models continuously optimizes the integration of information flow, logistics, and capital flow. While obtaining goods in a more convenient, swift, and cost-effective way, consumers are also forming their own shopping habits and make it a ratchet effect. That is to say, once they shop in a faster, better, and more cost-effective way, it is difficult for them to return to the opposite way, in which they have to spend more (including information costs and economic expenditures). Therefore, for both enterprises and consumers, online retailing has significantly increased the supply and demand of goods, improved overall social welfare, and made more people feel a stronger sense of gain. This is the basic logic behind our long-term optimism for this business model. As a well-known Internet retailer of fashion clothing, the Company provides consumers with high-quality and cost-effective clothing through Internet channels. With many years of efforts in talent, technology, and supply chain management, our online store “Rumere” has advantages in terms of creditworthiness, fan base, and customer reputation. For a long time, the Company has been committed to providing consumers with high-value and cost-effective quality products, and its clothing and apparel products are made from globally selected raw materials and fashionable designs, and through data-driven marketing and lean supply chain management technology, the Company reduces inventory redundancy, increasing inventory turnover rates and customers’ repurchase rates, exceeding the performance of conventional competitors within the clothing sector. The advantages of the business model and its operating efficiency are reflected in the level of profitability. In the “2021 Top 100 Profitable Enterprises in the Clothing Industry” officially released by the China National Garment Association, the Company ranked in the top three. As of the end of 2022, as a “Outstanding Seller” and “Must-Visit Store” and five-golden-crown store on Taobao, “Rumere” has received more than 10 million positive comments from buyers; the store ratings in terms of product conformity, service attitude, and logistics service were all near perfect, and our fan base had more than 5.8 million followers, and positive comments accounted for over 99.9% of the total. In addition, the Comopany has been doing a livestream sales business for 3 years or more, with the founder Ms. Wendy as the core, we have teamed up a professional, efficient, and experienced livestream sales business, and our Taobao livestream account with the name of “Rumere” has been followed by over 6.4 million fans. The Company provides “Rumere Classroom” livestream every week, taking advantage of frequent launch of new products and fragment orders based on data analysis to offer consumers a more immersive shopping experience through high-quality products, more dressing looks, and professional recommends. This also allows us to seize the opportunities to achieve continuous development of our own business, and gradually form a moat for our brands and business. During the Reporting Period, the Company sold more than 4,000 SPUs on a yearly basis and made an overall continuous growth. (II) Applicable industry policies In recent years, the government has issued a series of industry policies to promote the development of the e-commerce industry, which plays a positive role in promoting the development of online retailers. In the clothing industry, the promotion of brand building and the expansion of the supply of mid-to- high-end clothing products proposed in the national industry policies play an important role in promoting and guiding the development of the clothing industry and independent brands. See the following for details: 1. Policies and regulations for e-commerce industry (including livestream sales) The formulation and implementation of laws and regulations for online retailing are conducive to long- term standardized and orderly development of the industry, as well as creating a fair competition environment. Relevant policies and opinions have injected long-term driving force into the industry for its long-term development. From these perspectives, as a market entity which has strict internal control systems and complies with applicable laws and regulations with respect to financial management and operating activities, the Company faces positive factors in market competition and industry development.
policies issued by regulatory authorities are conducive to our innovations in fashion brand building, application of green and eco-friendly fibers, and use of technological elements to maintain its
rules of Internet platforms, to provide timely and accurate return and exchange services for customers and maintain customer satisfaction at the industry-leading level.
(I) Business and product overview and business model 1. Business and product overview The Company with the “RUMERE” brand opeates the business of designing, merchandising, and sales of clothing and apparel products through supply chain management. The products include women’s wear, men’s wear and accessories in both professional and casual styles, as well as home textiles, etc. We kept following global fashion trends with our own style. With the support of Internet platforms and the management information system, the Company builds up a flexible supply chain system and forms a unique model featuring fragment orders and fast reactions. Our core competitiveness lies in quick- response designing, merchandising and supply chain management. 2. Business model The Company focuses on clothing designing and merchandising, online store operation, and supply chain management, outsourcing warehousing, logistics and clothing production to well-known qualified suppliers in the industry. The business models and processes of the Company are described as follows: 1) Merchandising and designning The annual design and merchandising is broken down into a 52-week rolling plan under the annual development plan, and product-based elements such as design elements, style, launching time, fabrics and auxiliary materials, costs, and prices will be confirmed and adjusted. 2) Supply chain management Our supply chain management follows three models: (1) Partially outsourced processing model: the Company directly purchases fabrics, auxiliary materials, and yarns and sends them to qualified suppliers for processing and production. This model is used for the production of outerwear, pants, dresses and skirts, and some tops; (2) Fully outsourced processing model: the supplier purchases fabrics, auxiliary materials, and yarns and completes the processing and production. This model is used for production of fur, some tops, and accessories; (3) Self-production model: the Company purchases fabrics and auxiliary materials and uses its own production capacity for production. This model is used for the production of some tops and outerwear. 3) Sales and marketing online The Company operates online and adopts a vertical sales model without intermediate steps, greatly reducing the distribution cost, physical rentals and staff cost of shopping stores etc, enabling cunsumers to have the products at relatively low prices. Moreover, relying on Internet platforms and information management systems, we can obtain instant feedback from consumers and make timely adjustments to justify our product combinations and action plan, to improve the sales efficiency. In addition, the Company has gradually formed a qualified live streaming team. Through the Taobao account “Rumere”, we perform livestream sales every week and make nearly half of the GMV by this way. The livestream account has been followed by more than 6.4 million fans for the time being. 4) Warehousing and logistics model The Company has a raw material warehouse and uses a self-developed WMS to store and manage fabrics, auxiliary materials and yarns. The Company has built an intelligent warehousing and distribution base that can meet the needs for warehousing and distributing over 12 million pieces of clothing and accessory products. We outsource the warehousing of garments to BEST Inc. The Company has realized real-time data interchange among OMS, BEST’s WMS system and SF Express’ OMS system, thus respond to new orders by sorting out goods and delivering them to end consumers through SF Express in a timely manner. (II) Market position of our products and key performance drivers during the Reporting Period 1. Market position of our products Our main products are RUMERE branded clothing and apparel, in which women’s wear accounting for 96% of income in 2022. We deem our products as mid-to-high-end. Firstly, we procure high-end natural raw materials across the globe, including fine contton, cashmere and natural silk. Fine-spun composite fabrics with frontier high-tech are also widely used in our products’ design and production, while most brand retailers using similar materials in the clothing sector put themselves on high-end and high-priced market segments, such as Erdos, Shanghai Silk in China and Loro Piana, Maxmara globally. Secondly, we have a professional design and merchandising team with rich experience in high-end clothing design and business knowhow, making our products hybrid RUMERE style consistency and the fresh ideas in fashion world. In addition, we work with first tier processing manufactories in China, which have been for long the key suppliers of some globle high-end brands. Relying on e-commerce platforms (ALIBABA) and with the support of information management systems, the Company enjoys benefit of significant advantages in creditworthiness, fan base, and customer reputation. 2. Key performance drivers The revenue is the operating result comprehensively impacted by customer’s pageviews, conversion rate, average spend per customer, return rate, repeat purchase rate and other factors, while its profitability also depends on such factors as gross margin (pricing multiplier), expense ratio, and sell- through rate. Customer’s pageviews is composed of natural consumer flow (arising from customers’ spontaneous access to product information due to public praise, repeat purchases and other factors) and paid flow. The methods to increase natural flow include impressing customers with product quality to encourage repeat purchases or using brand promotion through other media to attract customers to access product information spontaneously. To obtain consumer flow, the Company relies on accumulated promotional experience to comprehensively design and execute promotional plans based on commodity attributes, regions, time intervals and other factors, striving to achieve optimal ROI. Our experience of online promotion enables us to continuously acquire and increase consumer flow at a reasonable cost. In online retailing, a conversion rate depends on various factors such as visual presentation, product description, and customer service. Visual design and live streaming presentation are important competitive advantages for the Company in online retailing. We always keep an eye on new technologies, platforms, and product presentation methods to increase conversion rate, which means turn the consumer flow into a real shopping actions as many as possible. Average spend per customer is related to product price and the number of items purchased per order. The Company adheres to the principle of selecting global materials for product planning, strives to differentiate products for strengthening our pricing ability, and also increases the gross profit rate appropriately on the premise that customers can accept. The number of items purchased per order depends on whether customers are willing to purchase our products. We showcase more product combination schemes through livestream demonstrations and comprehensive visual displays to increase the number of items purchased per order and improve the shopping experience. Return rate and repeat purchase rate are directly related to product quality. The Company has always regarded product quality as its lifeblood from designing and merchandising, material selecting, factory screening, and quality control, resulting in relatively low return rate and high repeat purchase rate. Our operating costs include sales, management, and research and development expenses, with sales expenses consisting of promotion, storage and transportation costs. The promotion expense ratio continued to increase in the past few years, which is consistent with the industry trend and reflects the increasing competition in online retailing, and all competitors have to face this reality and trend, so we must gain a competitive advantage by optimizing our promotion efficiency. Generally, storage and transportation costs are linearly related to delivering volume, but like the upward trend in labor costs we believe that the rise in labor costs is beneficial for the long-term development of the consumer retail industry because the increase in such cost represents improved consumers’ income level. The rise in costs requires competitors to improve their operating efficiency, thereby contributing to the progress and efficiency improvement of the entire industry. Sell-through rate is a key indicator affecting the profitability of every retailer. A higher sell-through rate means better cash flow, lower inventory redundancy costs, and stronger pricing ability. The Company has always been committed to improving sell-through rates by combining in-stock and pre-sale modes without affecting the customer shopping experience. We use a quick-response order response mechanism and data-driven promotion methods to increase sell-through rate, reduce inventory redundancy and pass on these cost savings to our customers, providing them with high-quality and cost-effective products and achieving a virtuous cycle featuring high repeat purchase rate and high sell-through rate. The Company needs to comply with the disclosure requirements for “e-commerce business” as stated in the “No. 4 Self-Discipline Supervision Guidelines of the Shenzhen Stock Exchange for Listed Companies - GEM Industry Information Disclosure”: Since its establishment, the Company has been deeply involved in the Taobao platform for many years and sold the products under its self-owned women’s clothing brand “RUMERE” through three online stores on Taobao and Tmall (“Rumere High-end Women’s Clothing - High-Quality & Cost-effective”, “Rongmere Flagship Store”, and “Rumere Flagship Store”). Our core operating data is recorded and kept by orders placed on Taobao, including the number of buyers, total order amount, and the number of sub-orders; we rely on the information provided by Internet platforms through their business insight software to obtain the data related to customers’ consumption behaviors, including pageviews, the number of visitors and new visitors. According to the backend data provided by business insight software, our operating data for the Reporting Period （未完）  |