[年报]深中华B(200017):2022年年度报告（英文版）
原标题:深中华B:2022年年度报告（英文版） Annual Report 2022 April 2023 Annual Report 2022 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen China Bicycle Company (Holdings) Limited (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. Wang Shenghong, Principal of the Company, Sun Longlong, person in charge of accounting works and She Hanxing, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2022 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for Report deliberation. The Company plans not to distribute cash dividends, not to send bonus shares, and no reserve capitalizing. Contents Section I. Important Notice, Contents and Interpretation .......................................... 2 Section III Management Discussion and Analysis ..................................................... 11 Section IV Corporate Governance .............................................................................. 35 Section VII. Changes in Shares and Particulars about Shareholders ........................ 72 Section VIII. Preferred Stock ....................................................................................... 82 Documents Available for Reference 1. Accounting statement carrying the signatures and seals of the legal representative, person in charge of accounting and person in charge of accounting organ. 2. Originals auditing report carried with the seal of accounting firm and signature & seal of the CPA. 3. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaper designated by CSRC during the reporting period. 4. English version of the Annual Report 2022 Interpretation
Section II. Company Profile and Main Financial Indexes I. Company information
Accounting firm engaged by the Company
□Applicable ?Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes ?No
is negative, and the audit report for the latest year indicates that there is uncertainty about the company’s ability to continue as a going concern □Yes ?No The lower of the net profit before or after deduction of non-recurring profit (gain)/loss is negative □Yes ?No VII. Difference of the accounting data under accounting rules in and out of China 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 had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the 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 The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index Unit: RMB/CNY
financial index disclosed in the company’s quarterly report and semi-annual report □Yes ?No IX. Items and amounts of extraordinary(non-recurring) profit (gains)/loss □Applicable ?Not applicable The Company has no non-recurring gain/loss in the reporting period Section III Management Discussion and Analysis I. Industry of the Company during the reporting period The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self- Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure” (1) Industry development China is one of the most important jewelry producer and consumer in the world at present. With the growth of national economy and the accumulation of residents' wealth, people gradually increase their consumption of high-end consumer goods after meeting the basic living needs. Jewelry with the property of preserving value and showing personality has become the consumption hotspots of Chinese residents. At the same time, with the rise of young consumers and emerging middle class, the demand for quality personal consumption is gradually upgrading, and the young generation's consumption of jewelry tends to be more routine, which can improve the repurchase rate of jewelry products under various occasions, providing greater development space for the jewelry industry. Jewelry can be divided into gold, diamond, jade, colored jewelry and others. Under the background of China’s cultural tradition of advocating gold jewelry and the Investment real estate of gold, gold products occupies a relatively high proportion in the domestic jewelry market in 2022, reaching 57.02%. Diamond and jade are also the main categories of jewelry in China, accounting for 11.40% and 20.45%. From the international market, the jewelry markets of developed countries such as the United States, Japan, and Europe are all dominated by diamond jewelry. Compared with the international market, the main categories of China’s jewelry market are more abundant, and the proportion of various jewelry markets is more balanced, the categories of products are more rich. In 2022, China's consumer market continued to maintain its recovery momentum and remain resilient. According to the data of the National Bureau of Statistics, in 2022, the total retail sales of consumer goods reached 43.97 trillion yuan, among which, the retail sales of gold, silver and jewelry by units above the quota reached 301.4 billion yuan, and the total retail sales remained above 300 billion yuan. According to the 2022 China Jewelry Industry Development Report" released by GEMS & Jewelry Trade Association of China, in terms of sales volume, China's jewelry and jade jewelry industry market scale was about 719 billion yuan in 2022, which basically remained unchanged from the previous year. The market scale of gold products was about 410 billion yuan, and the market scale of diamond products was about 82 billion yuan. China has been the world's largest gold consumer since 2013. According to historical data, from 1992 to 2022, the average annual growth rate of China's demand for gold jewelry was 5%. In 2022, the Chinese market accounted for more than 27% of the total global demand for gold jewelry. (2) Industry development trend analysis 1. The increased industry concentration has become the mainstream trend For the past few years, consumers’ brand awareness has been increasing. In addition, at the end of 2014, the National Jewelry Standards Technical Committee revised the mandatory national standard “Regulations on the Purity of Precious Metals in Jewelry and Naming” (GB11887-2012), which deleted the “pure gold” and other titles, guided consumers to pay more attention to jewelry design, craftsmanship, style and brand value, and no longer be attracted by the words “pure gold” in the slogan and pay more attention to product quality, prompting small jewelry enterprises to move closer to large jewelry enterprises. The increasing concentration of the jewelry industry has become the mainstream trend. In contrast, some regional branded or unbranded small jewelry companies are at a disadvantage in terms of scale, capital, cost, etc., coupled with their own lack of ability in brand operation management, product marketing design, and enterprise operation, in the case of consumers paying more and more attention to brand, they will have to choose to rely on the development of jewelry brands with larger brand awareness, which will further promote the improvement of the industry concentration, and the national jewelry brands will gain an opportunity for vigorous development. 2. The development trend of industrial clustering is more obvious The cluster development of the jewelry industry has now become an important direction for China's jewelry industry to improve its comprehensive competitiveness and promote the extension and upgrade of the characteristic industry chain of the regional jewelry. At present, there are more than ten jewelry industry bases in China, all of which have distinctive characteristics and outstanding advantages. Whether it is pearl cultivation, jade carving or jewelry processing, they all add charm to the city and also bring vitality to the prosperity of the jewelry industry. Special jewelry industry bases such as Shenzhen Luohu, Guangzhou Panyu mainly focus on precious metal jewelry inlay processing, diamond cutting, and supporting products, forming a series of leading enterprises and many small and medium-sized enterprises. At the same time, with the strong support of the local government, the supporting system such as logistics services, information services and technical services have been continuously improved. 3. The Third- and fourth-tier cities become important consumer markets for the jewelry industry In recent years, the pace of urbanization in China has gradually accelerated, and the urbanization rate has continued to grow. Residents in rural areas are gradually relocating and settling in nearby third- and fourth-tier cities, which steadily deliver new vitality to the third- and fourth-tier cities. In the future, the third- and fourth-tier cities will have broad market space and show huge growth potential. With the sinking trend of the jewelry consumption market, the third- and fourth-tier cities will become the main markets for the growth of jewelry companies in the future. 4. Channel strength will be regarded as the core competitiveness of enterprises for a long time The internal competition in the jewelry industry is relatively large, and the fierce market competition makes the construction and control of sales channels for jewelry companies crucial. At the same time, due to the high value of jewelry, consumers are often worried about the quality of the product and the reasonableness of the price when purchasing, which often prompts them to purchase through physical channels. There is a certain scarcity of high-quality physical channels, and the number of high-quality shops in a region’s high-quality business districts is scarce. Such high-quality shops can not only provide higher traffic, improve the retail performance of jewelry, but also have the important value of brand promotion. Therefore, in the fierce market competition, it is very important for jewelry enterprises to control high-quality physical channels, which reflects the core competitiveness of enterprises on the other side. 5. Brand and design capabilities will become a new driving force for the development of the industry With the change of consumer demographic structure and the increase of per capital income, the middle and upper middle class and wealthy people have gradually become the main force of consumption, and the mainstream consumption concept has also quietly changed. Compared with traditional consumers, emerging consumer groups pay more attention to the design, craftsmanship, style and brand value of jewelry products, hoping to meet their needs to show their taste and personality. In addition, the National Jewelry Standards Technical Committee has removed titles such as “pure gold from the national standards, further prompting consumers to pay attention to the design, craftsmanship, style and brand value of jewelry, rather than overemphasizing purity. 6. There is large space for improving the penetration rate of diamond jewelry In China, different jewellery products have different market maturity levels. Among them, gold jewelry has a relatively deep foundation in Chinese culture, and it is still the main jewelry consumption type so far. The diamond jewelry is small in volume but is growing rapidly, and has a broad space for industry development in the future. With the further reduction of diamond inventory and promotion of the resume dynamic between international contact and trading cooperation, China’s diamond imports and consumption is expected to recover rapidly. 7. The rapid development of e-commerce market creates omni-channel marketing model The Internet has provided more convenient and more widely spread way of information sharing, guiding the consumers' demands and choices. In recent years, jewelry retail enterprises have further strengthened online layout, built new media matrix through various social communication platforms, formed multi-channel customer sources, realized rapid spread of online brands and drainage and sales of offline stores, and created a new mode of omni-channel marketing. The development of sharing platforms and e-commerce platforms has changed the consumption habits of consumers, especially the young generation. Online consumers can more conveniently understand product features and share user experience, which has become an important trend of product promotion and future sales. Especially with the rise of live streaming platforms of e-commerce and social contact, the market share of live streaming e-commerce is increasing rapidly. 8. Supply chain management has become an important business method for jewelry enterprises From the perspective of supply chain in the jewelry industry, it mainly involves raw material mining, processing and smelting, blank processing, jewelry production, warehousing, distribution and sales. The jewelry enterprise continue to optimize their supply chain management in order to shorten the supplying cycle and lower operating costs while guarantee the quality. More and more well- known domestic jewelry brands have outsourced part or all of the intermediate processing links with low gross profit and large investment over recent years, focusing on premium front-end design, brand operation and back-end marketing network construction. Supply chain management has become a major means for jewelry enterprise to improving their operational efficiency. (3) Competitive advantages of the company to engage in the jewelry and gold business 1. Superior quality of upstream supplier system As things are at the moment, the company has established relatively stable cooperative relationships with major diamond suppliers and processors at home and abroad, and has advantages in raw material procurement cost, order production cycle and product quality control, which can continuously reduce supply cost and improve operational efficiency. 2. Diversified downstream market channels and customer resources The company is actively expanding its gold jewelry customers now. In addition to customers with clear orders, it is currently negotiating business cooperation with a number of domestic jewelry brands. The above customers include three types of customers, of which Class A customers are national well-known brand customers, with more than 500 retail stores; Class B customers are small and medium-sized/regional/segmented brands, with 300-500 retail stores; Class C customers are small and medium-sized brands, with 50-100 retail stores. 3. Improve the industrial chain of production and design The company has a one-stop industrial chain of design, production, processing, testing, and wholesale. Brand owners can rely on our jewelry processing resources to hand over lower value-added links such as manufacturing and distribution to the company, so as to focus on the higher value-added brand operation and sales links. Outsourcing in the production and design process can improve the homogenization of gold jewelry products. 4. Closed-loop business process and risk control system The company has formulated strict business internal control processes such as supplier admittance standards, customer evaluation system, full-process order tracking system, and procurement price comparison system, and has realized the closed-loop control of capital flow, information flow and logistics and the multi-level risk control through the integrated service platform of supply system and the integrated solution of capital management. continues the dilemma of rising labor costs, manufacturing costs, capital costs, and material costs. The new national standard of safety technical specifications for electric bicycles implemented in April 2019 accelerated the industry reshuffle and formed a new round of industry shock. The market share showed a trend of concentration to large-scale enterprises, leading enterprises and brand enterprises, and the industry order was accelerated and optimized, and the market concentration degree was continuously improved. China is the world's largest country in the production and sales of electric bicycles. After years of development, electric bicycles have gradually become an important means of transportation for consumers' daily short-distance trips. At present, there are about 200 million vehicles in the whole society. Under the macro background of economic transformation, information technology and carbon dioxide emission and carbon neutrality policy, the consumer market of two-wheeled electric vehicles gradually presents three trends, namely the consumption upgrading and personalized consumption demand, the consumer awareness of environmental protection, and the consumer pursuit of convenience and intelligence. Structural body, motor, power battery, and control system, as the core components of electric bicycles, Shenzhen China Bicycle has closely followed up and studied their technological development, application development and commercial value for a long time, and determined the list of qualified suppliers for core components year by year. As one of the core components of electric bicycle, lead-acid batteries have been mainly used as the power batteries in the past ten or twenty years. With the development and popularization of new energy technologies and new energy materials, it is expected that they will be replaced by lithium batteries on a large scale in the future. The implementation of the new national standards for safety technical specifications of electric bicycle has comprehensively improved the safety performance of electric bicycles, adjusted and improved technical indicators such as speed limit, vehicle quality, and pedaling ability. The new standards that are close to the people's livelihood and serve the people's livelihood have increased the application space of lithium battery energy storage, and lithium battery electric bicycles will usher in a new stage of development. II. Main businesses of the Company during the reporting period The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self- Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure” During the reporting period, the company mainly engaged in jewelry gold business, bicycle and new-energy lithium battery material business: (1) Gold jewelry business -The company connected with downstream gold jewelry brands, purchased gold and diamonds according to their product needs, and then entrusted gold jewelry processing plants for processing, and delivered the inspected and qualified finished products to downstream customers after making product certificate for them. Through the integration of upstream supplier resources and downstream customer resources, the turnover speed of gold jewelry products in upstream and downstream has been improved, the cost of circulation has been reduced, and the overall competitive advantage of upstream and downstream has formed. (2) Bicycle and new-energy lithium battery material business includes production, assembly, procurement, and sales of bicycles and electric bicycles, and procurement, sales, and consigned processing of lithium batteries materials, etc. As the operation revenue from jewelry-related business for year of 2022 accounts for more than 30% of the Company’s audited operation revenue for the most recent fiscal year, the Company is required to comply with the disclosure requirement of jewelry- related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”, specific disclosures are as follow: (1) Main business models during the reporting period 1. Sales model According to the annual order planning and regular procurement requirements of brand retailers, the company provided B-end customers with various forms of supply chain management services such as spot procurement, order production, and customized development, so as to minimize product inventory and improve the supply chain effectiveness for customers. Spot procurement: Organized the goods through the integration of upstream factories and exhibition halls and suppliers' product styles and spot resources, and provided corresponding product structure according to the customer's brand characteristics and terminal market needs; Order production: Customers placed orders to the company according to their own needs, and the company purchased raw materials and subcontracted processing to form finished products and sell them to customers; Customized development: According to the characteristics of their own brands and future development needs, customers entrusted the company to develop and design the product styles, and produce finished products to sell to customers. 2.Procurement model The upstream raw material suppliers of the company’s gold jewelry supply chain business were mainly diamonds and gold, of which the diamond suppliers were mainly source producers or wholesalers from India or Hong Kong, and domestic mature diamond wholesalers (generally members of the Shanghai Diamond Exchange) ), gold was mainly purchased from the Shanghai Gold Exchange through the company's membership qualifications at Shanghai Gold Exchange. The company has established professional procurement department and team to be responsible for the procurement of diamond products and jewellery. The specific procurement models varied according to customer needs. 3. Production model By integrating upstream commissioned processing plants, the company outsourced the production of products ordered by customers to professional jewelry manufacturers to give full play to their professional and scale effect. In view of the current situation and characteristics of domestic jewelry processing enterprises, the company established a set of effective supplier management mechanisms and evaluation standards to achieve a benign interaction between the production system of outsourced manufacturers and the company's business development. (2) Operation of the physical store during the reporting period During the reporting period, gold and jewelry business of the Company mainly provides supply chain management and services in the vertical field of gold and jewelry, it connects with the downstream gold jewelry brand and does not have the physical stores. (3) Operation of the on-line sales in reporting period The Company does not have on-line sales in the Period (4) Inventory in the reporting period Unit: RMB/CNY
III. Core Competitiveness Analysis In 2022, based on its own poor economic conditions after the reorganization, the company continued to adhere to the business of bicycle and electric bicycles, strive to carry out new product research and development, and carried out online and offline sales and brand management; Meanwhile, based on the long-term process of the electric bicycle business, correspondingly carried out follow- up research on related industrial projects and technical applications in the upstream and downstream of the industrial chain. On the basis of extensive commercial contacts and previous businesses, the company continued to follow the new energy development and conduct business. On the one hand, the company continued to promote the jewelry and gold business to expand business dimension. In August 2019, the Company and Shenzhen Zuankinson Jewelry Co., Ltd jointly established a Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd with contribution of 6.5 million yuan. Of which, the Company holds 65% equity, and is the controlling shareholder of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd, while 35% equity held by Zuankinson Jewelry. In the first half of 2020, the investment parties increased the capital to Xinsen Company in the same proportion to 20 million yuan; In August 2020, the two investment parties signed another capital increase contract to increasing the capital to Xinsen Company in the same proportion, the registered capital increased to 200 million yuan from 20 million yuan. Among them, the company has contributed 117 million yuan, which will be invested one after another according to the self-owned funds and funds raised from the non-public offering of A shares. On the other hand, making more efforts to promote the selection of restructuring party and planning for the non-public offering of shares in the hope of improving the business strength and development momentum of the Company. From October to November 2022, the company successfully made a non-public offering of 138 million shares, raising funds of 294 million yuan, all of which is to be used to supplement the working capital after deducting issuance expenses. Through internal development, jewelry and gold business has gradually become the core business of the company. Competitive advantages of the company in jewelry and gold business: 1. High-quality upstream supplier system At present, the company has established stable cooperative relations with major diamond suppliers and processors at home and abroad, and has advantages in raw material purchase cost, order production cycle and product quality control, which can continuously reduce the supply cost and operation efficiency. 2. Diversified downstream market channels and customer resources At present, the company is actively developing gold and jewelry customers. In addition to customers placed orders, the company is negotiating business cooperation with many domestic jewelry brands. There are three types of customers, type A customers are national well-known brand customers with more than 500 retail stores; type B customers are small and medium- sized/regional/segmented brands with 300-500 retail stores; type C customers are small and medium-sized brands with 50-100 retail stores. 3. Industrial chain improvement of production and design links The company has an industrial chain process coordinating design, production, processing, inspection and wholesale. Brand owners can rely on our jewelry processing resource advantages and hand over low value-added links such as manufacturing and distribution to the company, so as to focus on the brand operation and sales links with higher added value. Outsourcing of production and design can improve the homogeneity of gold and jewelry products. 4. Closed-loop business process and risk control system The company has developed strict internal business control processes such as supplier admittance criterion, customer evaluation system, whole-process order tracking system and purchase price comparison system. Through integrated service platform of supply system and integrated solution of fund management, the company has realized closed-loop control of capital flow, information flow and logistics, and realized multi-level risk control. IV. Main business analysis 1. Overview In 2022, based on its own poor economic conditions after the reorganization, the company continued to adhere to the business of bicycle and electric bicycles, strive to carry out new product research and development, and carried out online and offline sales and brand management; Meanwhile, based on the long-term process of the electric bicycle business, correspondingly carried out follow- up research on related industrial projects and technical applications in the upstream and downstream of the industrial chain. On the basis of extensive commercial contacts and previous businesses, the company continued to follow the new energy development and conduct business. On the one hand, the company continued to promote the jewelry and gold business to expand business dimension. In August 2019, the Company and Shenzhen Zuankinson Jewelry Co., Ltd jointly established a Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd with contribution of 6.5 million yuan. Of which, the Company holds 65% equity, and is the controlling shareholder of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd, while 35% equity held by Zuankinson Jewelry. In the first half of 2020, the investment parties increased the capital to Xinsen Company in the same proportion to 20 million yuan; In August （未完）  |