[年报]特 力Ｂ(200025):2022年年度报告（英文版）
原标题:特 力Ｂ:2022年年度报告（英文版） 2022 Annual Report April 2023 2022 Annual Report Section I Important Notice, Contents and Definition The Board of Directors and Board of Supervisors, as well as directors, supervisors and senior executives of the Company guarantee that the present annual report is true, accurate and complete without false record, misleading statement or major omission, and undertake the joint and several legal liabilities arising therefrom. Fu Chunlong, head of the Company, Lou Hong, person in charge of accounting, and Yu Taiping, person in charge of accounting firm (accountant in charge) declare to guarantee the truthfulness, accuracy and completeness of the financial report in this annual report. All directors of the Company have attended the board meeting to review the report. The forward-looking statements such as plans for the future and development strategies involved in this annual report do not constitute a substantial commitment of the Company to investors. Investors and stakeholders shall be aware of risks therein and understand the differences among plans, forecasts and commitments. Investors shall pay attention to investment risks. The Company's profit distribution plan adopted by the Board of Directors is: based on the total share capital of 431,058,320 as of December 31, 2022, the Company plans to pay RMB 0.28 (tax inclusive) in cash as dividends for every 10 shares to the Company’s all shareholders, send 0 bonus (tax inclusive) and capital reserve will not be transferred to equity. Contents Section I Important Notice, Contents and Definition ............................. 2 Section II Company Profile and Major Financial Indicators................ 3 Section III Management Discussion and Analysis .................................. 8 Section IV Corporate Governance ......................................................... 38 Section V Environmental and Social Responsibility ............................ 58 Section VI Important Matters ................................................................ 60 Section VII Changes in Shares and Shareholders ................................ 75 Section VIII Preferred Shares ................................................................ 82 Section IX Bonds ...................................................................................... 83 Section X Financial Report ..................................................................... 84 Documents for Inspection (I) Financial statements signed and sealed by the head of the Company, person in charge of accounting and person in charge of accounting firm (accountant in charge). (II) The original copy of Auditor’s Report sealed by accounting firm and sealed and signed by certified public accountants. (III) Originals of all company documents and announcements that have been publicly disclosed during the reporting period. Interpretations
Section II Company Profile and Major Financial Indicators I. Company Information
Accounting firm engaged by the Company
Financial consultant engaged by the Company for continuous supervision during the reporting period □ Applicable ? Not applicable VI. Major Accounting Data and Financial Indicators Whether the Company needs to retrospectively adjust or restate the accounting data for the previous years □Yes ?No
negative, and the auditor’s report of the last year shows that there is uncertainty about the Company's going concern. □Yes ?No The lower of net profit before and after deducting the non-recurring profit and loss is negative. □Yes ?No VII. Discrepancy of Accounting Data under the Accounting Standard both at Home and Abroad 1. Discrepancy of net profit and net assets in the financial report disclosed simultaneously according to the international accounting standards and Chinese accounting standards □ Applicable ? Not applicable During the reporting period of the Company, there is no discrepancy of net profit and net assets in the financial report disclosed simultaneously according to the international accounting standards and Chinese accounting standards. 2. Discrepancy of net profit and net assets in the financial report disclosed simultaneously according to foreign accounting standards and Chinese accounting standards □ Applicable ? Not applicable During the reporting period of the Company, there is no discrepancy of net profit and net assets in the financial report disclosed simultaneously according to foreign accounting standards and Chinese accounting standards. VIII. Quarterly Major Financial Indicators Unit: RMB
annual report □Yes ?No IX. Non-recurring Profit or Loss Items and Amounts ?Applicable □ Not applicable Unit: RMB
□ Applicable ? Not applicable The Company has no other profit or loss conforming to the definition of non-recurring profit or loss. Explanation on defining the non-recurring profits and losses set out in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public - Non-Recurring Profit or Loss as recurring profits and losses □ Applicable ? Not applicable The Company does not define any non-recurring profit or loss as defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public - Non-Recurring Profit or Loss as a recurring one during the reporting period. Section III Management Discussion and Analysis I. Industry Development during the Reporting Period The Company shall abide by the disclosure requirements of the Guidelines of Shenzhen Stock Exchange for Self-Regulatory Supervision of Listed Companies No. 3-Industry Information Disclosure for "Jewelry-related Industry" (I) Macroeconomic Situation In 2022, due to insufficient momentum of international trade and cross-border investment, global economic growth remained weak. International trade protectionism and unilateralism continued to be major constraints on the development of the global economy. With the continuation of international geopolitical conflicts, major American and European advanced economies adopted a series of policies for interest rate hikes under inflationary pressure, which resulted in the sharp fluctuation of international commodity prices, continued turbulence in financial markets and strikes on the development of emerging economies. While being affected by the complex international situation, the domestic economy also suffered from obstacles from travel restrictions, weakening expectations and other causes during operation, which manifested as mismatched supply and demand as well as shrunk demand. Under the impact of complex factors at home and abroad and the national macro-control, the domestic economic development in 2022 showed a downward – recovery –stabilization trend. As domestic travel restrictions were lifted, an improved socio-economic cycle emerged, along with recovered economic activities and enhanced market vitality. From January to February 2023, the national index of service production increased by 5.5% year-on-year, indicating a significant recovery in the service sector; meanwhile, social demand gradually picked up, and from January to February, the total retail sales of consumer goods reached RMB 7706.7 billion, up 3.5% year-on-year, of which the retail sales of gold, silver and jewelry goods of units above designated size increased by 5.9%. (II) Gold Jewelry Industry As for the industry chain links of the gold jewelry industry, the upstream is gold jewelry raw ore prospecting and mining, the midstream is ore smelting or design and processing, and the downstream is wholesale and retail. 1. Market scale and product structure of the gold jewelry industry According to the comprehensive statistics of the Gems＆Jewelry Trade Association of China ("GAC") on the whole category of the jewelry industry, the market scale of China's germ and jewelry industry in 2022 was about RMB 719 billion, which was basically the same as that of the previous year. Among this market scale, gold products took about RMB 410 billion, diamond products took about RMB 82 billion, jade products took about RMB 147 billion, colored gemstone products took about RMB 28 billion, pearl products took about RMB 24 billion, platinum and silver products took about RMB 9 billion, and popular accessories and other categories of products totaled about RMB 19 billion. Gold jewelry has a large consumer market capacity and abundant categories, whose main consumption scenarios include traditional weddings, fashionable wear, collection and preservation. In the gold jewelry industry chain, the consumer terminal is a high-value-added link due to differentiation in product design concepts and marketing strategies. 2. Jewelry ornaments market Jewelry ornaments refer to jewelry and ornaments made of jewelry jade by embedding precious metals such as gold and silver. Based on different generation conditions, jewelry jade can be divided into natural jewelry jade and artificial jewelry jade. At present, China is the most important producer and consumer of jewelry ornaments in the world. Under the background of the continuous improvement of per capita income level in China, the fashion attribute of jewelry ornaments has made them one kind of consumer goods to meet people's needs for a better life. With the gradual upgrading of young consumers' demands, the young generation's jewelry consumption habits tend to be routinized, which can improve the re-purchase rate of jewelry products in a variety of scenarios, providing a broader space for the development of the jewelry industry. 3. Gold ornaments market According to the material, gold ornaments can be divided into pure gold, K gold, platinum, etc. According to the statistics of China Gold Association, from 2012 to 2022, China's actual gold consumption fluctuated around the median of 950 – 1,050 tons. The gold consumption in China from 2012 to 2022 is as follows: Unit: ton China's gold jewelry consumption recovered rapidly in the past two years after a demand bottom-out in 2020. In 2022, the actual gold consumption in China was 1,001.74 tons, which decreased by 10.63% compared with 2021 due to the inhibition of the continued high gold price but still indicated a high level of consumption. The scale of gold consumption accounted for 57.02% of China's gold jewelry consumption market, suggesting a dominant position. On one hand, the demand for gold ornaments consumption has recovered mainly due to the complex economic situation at home and abroad, where the hedging function of gold ornaments regained attention; on the other hand, thanks to the improved design and upgraded technology of gold ornaments and the enhanced cultural confidence and aesthetic appreciation of consumer groups, the aesthetic feeling of gold has been favored and recognized by the majority of consumer groups, and both the color and the design, which are characterized by Chinese style and full of new Chinese fashionable elements, are especially favored by the young consumer groups. 4. Competitive pattern of the gold jewelry industry In terms of the gold and jewelry consumption market, in 2022, the total retail sales of gold, silver and jewelry of units above the designated size reached RMB 301.4 billion, down 1.1% year-on-year, but the total retail sales still remained at a high level of over RMB 300 billion, indicating that the consumption of gold jewelry was active. With the elimination of external factors hindering economic activities, the expansion of online e-commerce channels and offline channels of major gold and jewelry enterprises has accelerated, and the competition in the consumer market of the gold and jewelry industry has become increasingly fierce. Since the main consumers in the current market showed a trend of getting younger, the consumption demand for gold jewelry ornaments is developing towards individuation and diversification. Gold jewelry brand enterprises pay more attention to sales channel construction, design concepts and design aesthetics, and actively carry out consumer profiling, redefine the consumer market, and explore consumption preferences and subdivisions. At the same time, the prospecting and mining enterprises located upstream of the gold and jewelry industry are accelerating the forward integration process to seize the retail market share in the consumption field. In general, the competition in the gold jewelry industry is fierce, the tail clearing is accelerating, and the leading brands are occupying the market, striving to expand from the channels, brands, product differentiation and other aspects. In the fierce market competition, the Company relies on its own advantages and takes the industry demand as the starting point to serve the industry while forming differentiated competitive advantages, building a third- party service platform in the jewelry industry, and actively exploring and opening up blue ocean markets. (III) Commercial Real Estate Leasing Industry In 2022, affected by objective factors such as macroeconomic disturbances and restrictions on offline consumption scenarios, small and micro enterprises were under significant pressure and faced difficulties in operation, and the vacancy rate of office buildings increased. To assist small and micro enterprises in overcoming difficulties, many local governments have introduced preferential policies of "rent reduction and waving", however, the commercial real estate leasing industry was hit by this. On the one hand, the delivery of some commercial projects was delayed. According to the data of JLL, the new supply area of prime retail throughout the year decreased by 32.5% year-on-year. On the other hand, the rent of commercial real estate fell. According to the statistics of JLL, the average rent of the first floor of shopping centers in major cities in China decreased by 2.9% year-on-year in 2022. (IV) Automobile Service Industry In 2022, China's macro-control, which continued to expand the domestic demand, enabled both production and marketing to thrive in the automobile industry. According to the data of the China Association of Automobile Manufacturers, in 2022, China's automobile production and sales volumes reached 27.021 million and 26.864 million respectively, with a year-on-year increase of 3.4% and 2.1%. And the new energy vehicles sector presented steady growth in terms of production and sales volumes. In 2022, the production and sales year increase of 96.9% and 93.4%, and the annual penetration rate of new energy vehicles reached 25.6%. Following the prosperity of the automobile market, automobile ownership, which is deemed to have a strong positive correlation with the demand in the automobile maintenance and inspection market, increased rapidly. According to the statistics of the Ministry of Public Security, national motor vehicle ownership reached 417 million in 2022, including 319 million automobiles. Among them, national new energy vehicle ownership reached 13.1 million, accounting for 4.10% of the total automobile ownership. II. Main Business during the Reporting Period The Company shall abide by the disclosure requirements of the Guidelines of Shenzhen Stock Exchange for Self-Regulatory Supervision of Listed Companies No. 3-Industry Information Disclosure for "Jewelry-related Industry" (I) The main business of the Company during the reporting period included jewelry service business, commercial operation management, and sales, inspection, maintenance and spare parts sales of automobiles. 1. Jewelry service business: During the reporting period, based on developing the business model for the jewelry industry sector and improving the service quality, the bonded platform Company operated by Shenzhen Jewelry Company held 16 exhibitions throughout the year, and bonded inbound and outbound goods value reached RMB 2.1 billion; at the same time, the Company continuously improved the service system to implement new service categories. In June 2022, the holding subsidiary Guorun Gold was established, which further completes the Company's layout in the gold jewelry industry by taking the gold circulation business as the core and aiming to promote the digitalization, standardization and normalization of gold spot transactions. Besides, the Company expanded the application scenarios of safe boxes of Tellus Treasury inside and outside the industry, actively explored the business model related to diamond categories, and opened up the closed-loop service from the exhibition and trading to general trade import for diamond business. 2. Commercial operation management: During the reporting period, the Company continuously improved the management and operation level of property assets, strengthened the awareness of initiative service and standardized operation, and increased the occupancy rate of island counters in Tellus Jewelry Building to 95% through various measures. The overall quality of island counter tenants was improved, and the image and popularity of the basement 1 stores of the podium building were significantly improved; during the construction of the Tellus Jinzuan Building project, numerous difficulties were resolved to ensure that the construction period was promoted as planned, and investment attraction and operation plans were made in advance to make adequate preparations for the opening and operation of the building; and through the significant improvement of the operation quality of Tellus Home Experience Store as well as optimization of the business structure of tenants, the annual rent increased dramatically compared with last year. 3. Sales, inspection, maintenance and spare parts sales of automobiles: In terms of automobile sales, with the optimization of the internal and external promotion policies for new vehicle sales value chain products, 1,057 vehicles were sold throughout the year; in terms of maintenance services, attention was paid to customer experience and customer stickiness was improved. (II) Description of main business models of jewelry business 1. Sales mode At present, the Company adopts wholesale as the main sales mode of gold and jewelry, and also provides certain supporting services including customs declaration, gold purification/exchange, safe deposit box leasing, etc. The sales revenue composition of the jewelry business in 2022 is as follows:
At present, the Company mainly adopts the entrusted processing mode for gold and its products, while diamonds and colored gemstones do not involve processing. The production mode composition in 2022 is as follows:
Gold and its products: by purchasing gold raw materials from Shanghai Gold Exchange or qualified units, or by renting gold from banks; Diamonds: by purchasing finished diamonds from overseas diamond suppliers and importing them through the Shanghai Diamond Exchange; Other jewelry jade: by purchasing products from overseas jewelry jade suppliers, and going through the import formalities of tax payment through Shenzhen Jewelry Company. The purchase model in 2022 is as follows:
During the reporting period, the Company did not carry out online sales. 6. Inventory of jewelry business during the reporting period As of December 31, 2022, the inventory balance of the Company's jewelry business was RMB 95,675,616.72, of which the amount measured at fair value was RMB 79,191,876.11, corresponding to hedged items with commodity futures contracts and T+D contracts as hedging instruments. The fair value of the hedged items above was based on quotations in active markets, thus belonging to the first level of fair value. The source of hedging funds was self-owned funds. During the reporting period, the income from purchase investment was RMB 251,100, and the fair value change was RMB 54,500. III. Core Competitiveness Analysis 1. Deepening of industrial distribution and continuous enhancement of third-party comprehensive jewelry service capability Relying on the physical platform resources in the Shuibei area known for its jewelry industry cluster, the Company gave full play to the advantages of a state-owned listed company, solidly promoted the construction of the third-party jewelry ecosystem, kept trying to innovate business models, deeply entered the jewelry industry chain, and continuously improved the third-party comprehensive jewelry service capability. In 2019, Treasury Supply Chain Company was established to carry out the gold and jewelry supply chain business; in 2020, Shenzhen Jewelry Company was established to provide bonded exhibition, bonded warehousing, customs declaration, logistics, settlement and other services, aiming to build a comprehensive factor trading service platform with international influence integrating jewelry raw materials and finished products exhibition, spot trading, testing, identification, design, processing, e-commerce, financial services, insurance, etc.; in 2021, Shanghai Fanyue was established, completing the closed loop from bonded exhibitions and trading to general trade imports for diamond business; in 2022, Guorun Gold was established to build a comprehensive service platform for gold circulation, so as to further consolidate the overall layout of the jewelry industry. The bonded platform and gold circulation platform aimed to serve the industry and adhered to entrepreneurship-led development. Their successful operation was highly recognized by relevant government departments and greatly enhanced the Company's popularity and influence in the jewelry industry, gradually forming the Company's competitive advantage. 2. High-quality development of the commercial operation sector, providing stable business income and financial support The Company was the largest owner of Tellus-Gmond Gold Jewelry Industrial Park in the Shuibei area. The Tellus Jewelry Building was fully put into use in 2019 and maintained a high occupancy rate. The construction of the Tellus Jinzuan Trading Building was promoted according to the working schedule and the scheduled official opening would be in 2023. At the same time, the Company planned to implement innovative industrial projects in the Buxin area in line with the overall strategic layout of the city, district and the Company by means of renovation. In addition, the Company held a large number of property resources in Luohu, Futian and other areas of Shenzhen. On the basis of maintaining the stability of the original leasing business, the Company would actively promote the improvement of property quality, and transform its old properties from the traditional way of simple leasing to the direction of commercial property operation, so as to fully enhance and tap the added value of the property brand， bring stable business income and cash flow to the Company and provide a solid foundation for the long-term development of the Company. 3. Continuous optimization of management, providing effective guarantee for the development of the Company In recent years, with the transformation and upgrading of the Company's business sectors, internal management has also been greatly improved, becoming the driving force and guarantee for the Company's development. In 2022, from the perspective of management promotion and operation, the Company established a "4S" management mainline system based on the management orientation and the actual situation of the Company. From strategic planning and business plan to management statements and assessment and evaluation, scientific and closed-loop management concepts have been established and various management actions have been linked, which serve the Company's strategic implementation in a unified way. The Company leverages various work with performance management as a "lever", and continuously evaluates and optimizes the organizational structure to improve operational efficiency. Adhering to the cultural construction purpose of refining the corporate culture from business, the Company collects the conventions of strivers from the grassroots to build a consensus among all employees. IV. Analysis on Main Business 1. Overview In 2022, in the face of complicated internal and external situations and extremely arduous risks and challenges, under the correct leadership of the Party Committee and the Board of Directors of the Group, all Tellus people united as one, achieving steady and excellent business performance in that year. In 2022, the operating revenue of the Company reached RMB 837.66 million, suggesting an increase of RMB 329.14 million or 64.72% compared with RMB 508.52 million in 2021. The main reasons for such an income increase are as follows: first, the income of RMB 328.03 million from the newly added gold business; second, an increased income of RMB 47.63 million due to the improved occupancy rate of properties such as 421 Home Experience Store of Tellus Jewelry Building and other factors. In 2022, the total profit of the Company reached RMB 102.84 million, a decrease of RMB 73.28 million compared with RMB 176.12 million in 2021; the net profit attributable to the parent company was RMB 83.50 million, a decrease of RMB 47.52 million compared （未完）  |