[年报]小商品城(600415):2022年年度报告(英文版)
原标题:小商品城:2022年年度报告(英文版) Zhejiang China Commodities City Group Co., Ltd. 2022 Annual Report Important Note I. The Board of Directors, the supervisory committee and the directors, supervisors and senior management of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of the Annual Report, guarantee that there are no false representations, misleading statements or material omissions contained in this Annual Report, and are jointly and severally responsible for the liabilities of the Company. II. All directors of the Company were present at the board meeting. III. Ernst & Young Hua Ming Certified Public Accountants (special general partnership) has issued a standard unqualified audit opinion for the Company. IV. ZHAO Wenge, Head of the Company, WANG Dong, Head in charge of accounting, and ZHAO Difang, Head of the accounting department (Accounting Supervisor), declare that they warrant the truthfulness, accuracy and completeness of the financial report in the annual report. V. The profit distribution plan for the reporting period or the plan for public reserve funds into share capital that was approved by the board of directors Based on the total share capital on the registration date of profit distribution equity in 2022, cash dividends of RMB 0.65 (tax inclusive) will be distributed for every 10 shares. According to the total share capital of the Company at the end of 2022, cash dividends of RMB 356,594,821.44 (tax inclusive) will be distributed. In the event of changes in the total share capital of the Company before the dividend distribution registration date, the scheme of allocation shall remain unchanged while the total profits distribution will be adjusted accordingly. VI. Risk statement with forward-looking representations √Applicable □Not applicable The forward-looking representations involved in this Report such as future plans and development strategies do not constitute the Company’s substantial commitments to investors. Investors shall watch out for the investment risks. VII. Is the Company’s cash occupied by its controlling shareholder or any of other affiliates for non-operational purposes? No VIII. Has the Company provided external guarantee in violation of the prescribed decision-making procedures? No IX. Whether more than half of the directors can not warrant the truthfulness, accuracy and completeness of the annual report disclosed by the Company No X. Reminder of major risks The Company has described the risks that may exist in this Report in details. Please refer to “Potential Risks” in “Section III Discussion and Analysis of Managers” of this Report. XI. Others □Applicable √Not applicable Table of Contents Section I. Definitions .......................................................................................................................... 5 Section II. Company Profile and Financial Highlights .................................................................... 6 Section III. Discussion and Analysis of Managers ......................................................................... 13 Section IV. Corporate Governance .................................................................................................. 49 Section V. Environmental and Social Responsibilities ................................................................. 75 Section VI. Significant Matters .......................................................................................................... 77 Section VII. Changes in Shares and Shareholders ........................................................................ 90 Section VIII. Preferred Shares .......................................................................................................... 100 Section IX. Bonds ............................................................................................................................. 101 Section X. Financial Report............................................................................................................ 110
Section I. Definitions I. Definitions For the purpose of this Report, unless otherwise stated in the context, the following terms shall have the following meanings:
Section II. Company Profile and Financial Highlights I. Company profile
II. Contact information
III. Basic Information
IV. Places for information disclosure and access to the annual report
V. Stock profile
VI. Other relevant information
Unit: RMB
(ii) Major financial indicators
Explanation of main accounting data and financial indicators of the Company in the previous three years at the end of the report period √Applicable □Not applicable 1. The Company’s operating revenue increased by RMB 1.586 billion YoY, mainly due to the increase in the sales of goods during the current period. 2. The net profit attributable to shareholders of the listed Company decreased by RMB 229 million compared with the same period of the previous year, mainly due to the implementation of the rent reduction policy, which resulted in a decrease of RMB 840 million in operating gross profit, the increase of RMB 407 million in investment income and the decrease of RMB 281 million in income tax expenses compared with the same period of the previous year. 3. The net profit attributable to shareholders of the listed Company after deduction of non-recurring profits and losses increased by RMB 543 million compared with the same period of the previous year, mainly due to the decrease of RMB 229 million in net profits attributable to shareholders of the listed Company and the increase of RMB 773 million in non-recurring profits and losses compared with the same period of the previous year. 4. The net flow generated by operating activities decreased by RMB 633 million compared with the same period of the previous year, mainly due to the decrease of RMB 916 million YoY in the net cash received after deduction of payment for sales of goods and provision of service and the increase of RMB 319 million YoY in the tax refund received. VIII. Differences in accounting data between foreign and Chinese accounting standards (i) Differences between the net profit and net assets attributable to shareholders of the Company disclosed in accordance with international accounting standards and China accounting standards in the financial report □Applicable √Not applicable (ii) Differences between the net profit and net assets attributable to shareholders of the Company disclosed in accordance with overseas accounting standards and China accounting standards in the financial report □Applicable √Not applicable (iii) Explanation of differences between domestic and overseas accounting standards □Applicable √Not applicable IX. Key financial indicators by quarter in 2022 Unit: RMB
X. Non-recurring items and amounts thereof √Applicable □Not applicable Unit: RMB
Explanations shall be made for the non-recurring items identified by the Company according to the Explanatory Announcement No. 1 on Information Disclosure by Companies Publicly Offering Securities – Non-recurring Items, and for the Company identifying the non-recurring items enumerated in the Explanatory Announcement No. 1 on Information Disclosure by Companies Publicly Offering Securities – Non-recurring Items as recurring items. □Applicable √Not applicable XI. Items measured at fair value √Applicable □Not applicable Unit: RMB10,000
XII. Others □Applicable √Not applicable Section III. Discussion and Analysis of Managers I. Discussion and analysis of operation In 2022, the 20th National Congress of the Communist Party of China was successfully held, the "14th Five-Year Plan" entered a critical stage of implementation, and Yiwu Market celebrated its 40th anniversary. Under the guidance of "Yiwu's development experience" and the development strategy of "prospering businesses to build counties (cities)", Yiwu Market has written a legendary story in the history of China's economic development. It has experienced six relocations, twelve expansions, and five generations of transition. The form of the market ranges from regional trading, to buying and selling national products, and then to buying and selling global products: the first generation of road market; the second generation of stall market; the third generation of scaffolding market; the fourth generation of indoor market; the fifth generation of international trade city. Today's Yiwu Market brings together more than 2.1 million kinds of commodities in 26 categories. Here, "there is something you can't think of but nothing you can't buy." With more than 10,000 new products launched every day, Yiwu Market exports the quality, brand, and standard of small commodities to the world, and has become the "leader of China Chic" and "supplying place of hot styles". See Yiwu for global small commodities. The small commodity index has become a barometer of global small commodity trade. In 2022, Yiwu City achieved import and export of RMB 478.80 billion, an increase of 22.7% YoY. Among them, exports were RMB 431.64 billion, an increase of 18.0% YoY; imports were RMB 47.16 billion, an increase of 93.5% YoY. Market procurement trade mode is still the main force to promote the growth of Yiwu's export share. Regionally, Southeast Asia, the Middle East and Latin America continue to occupy a relatively high market share in trade with Yiwu, and the countries along the “Belt and Road” and in the “RCEP” region continued to bring opportunities to the Yiwu Market. During the reporting period, in the face of geopolitical conflicts and other impacts and challenges, the Company anchored the strategic goal of "building a first-class international trade comprehensive service provider", under the framework of a unified national market, promoted business development as a whole, and broke through physical constraints of traditional business with digital reform, sped up the construction of a real economic ecology centered on the market and a digital economic ecology centered on the Chinagoods platform. (1) Physical market ecology 1. Overall situation of the market In 2022, the Company's core competitiveness in the market was steadily improved. During the reporting period, the Company took multiple measures to drive market operators to upgrade from the era of information trade to the era of digital trade. The occupancy rate of market space remained above 98%, and the turnover was RMB 202.09 billion, an increase of 8.3% YoY, showing strong resilience and vitality. (1) Second District East New Energy Product Market In 2022, the Company took advantage of the Yiwu Market's product system, customer groups, trade services and new energy application product trade to create the first professional market for new energy product display and trading in China—Second District East new energy product market. During the reporting period, the Second District East market completed part of the investment promotion work, and collected a total of RMB 856 million in admission qualification fees and business space usage fees. At present, the Second District East market has officially opened. A series of digital application scenarios have been implanted in the Second District East to build a digital market system. The digital market is based on the most cutting-edge digital trade concept, combined with the characteristics of Yiwu Market, to build an excellent experience scene. Through cloud computing and trade Internet as information technology support, intelligent integrated management system is used for unified management and control, and the high availability of market intelligent operation is improved. Through the construction and output of AI capabilities such as natural language theory, computer vision, machine learning and intelligent voice, it helps market participants (purchasers, business operators, etc.) to connect with the market, to realize the application of industrial digital achievements in off-line markets. (2) Overseas market During the reporting period, Dubai Yiwu China Commodities City (hereinafter referred to as Dubai Market) opened for business. It takes a 15-minute drive from Maktoum Airport and Jebel Ali Port, one of the largest ports in the Middle East, to the Dubai Market, effectively radiating the consumer market of nearly 1 billion people around (the Middle East, North Africa, Europe, etc.). The Dubai Market is the first overseas submarket in the Company's "global strategy", and it is also one of the important measures for the Company to integrate into the new development pattern of domestic and international dual circulation. Dubai is the "Gateway to the Middle East" and the largest trade distribution center for Made-in-Yiwu commodities in the Middle East. The Dubai Market is connected to the Yiwu Market. Through the gradual synchronization of products, it solves the pain points such as high procurement costs for some overseas buyers going to Yiwu, weak online display experience, and low online communication efficiency. Through commodity sales exhibition, bonded warehousing, transshipment, and others, the market can promote bilateral trade and industrial investment between China and UAE and its neighboring countries, and strive to be a win-win cooperation model of the "Belt and Road" Initiative. (3) Comprehensive bonded zone In 2022, Yiwu Comprehensive Bonded Zone insisted on digital reform to speed up development, and through measures such as precise project investment promotion, refined operation management, innovative business expansion and other measures, achieved import volume will over RMB 20 billion, ranking first among the newly approved comprehensive bonded zones in 2020-2022. Yiwu Comprehensive Bonded Zone launched the zone operation management system of "e Zongbao", completed the construction of the station operation assistance system, customs digital large screen display system and other functional platforms; achieving the annual value of imported bulk commodities over RMB 10 billion, promoting the implementation of the new model of "Yiwu-Xinjiang-Europe Cargo Train + comprehensive bonded zone + sea-rail combined transport", and radiating the surrounding manufacturing industry through the "linkage between district and port"; achieving cross-border parcels out of the area over 25.1 million, and introducing 50 cross-border e-commerce platforms. The trend of industrial agglomeration was prominent, and the function of cross-border e-commerce goods source gathering center gradually emerged. Copying and promoting "cross-border e-commerce retail import return center warehouse mode", Yiwu Comprehensive Bonded Zone broke through the last "kilometer" of cross-border e-commerce returns; introducing "bank + guarantee" mode, developing and implementing separate customs duty payment guarantee products. 2. Self-operated trade During the reporting period, the Company entered the upstream and downstream of market trade through self-operated trade, gave full play to the Company's platform and brand advantages, linked trade with the market and fed back the market, forming a situation of virtuous and orderly cycle, with a trade revenue nearly RMB 5 billion. 3. Hotel, exhibition and advertisement In 2022, the hotel sector achieved a revenue of RMB 180 million, bursting with vitality in adversity, with a growth of 41.43% YoY. During the reporting period, the hotel business line was deeply integrated with the chinagoods platform to optimize the full-link experience, develop a unified member marketing platform, build a private domain traffic pool, further promote the unified development and operation of members, and realize the traffic scale effect; it was integrated into the Company's market database, and the hotel community module construction and product launch were completed. In 2022, the exhibition and advertising sector achieve a revenue of nearly RMB 80 million, showing resilience in adversity. During the reporting period, the exhibition segment completed the shareholding reform and continued to promote capitalization operations. The digitalization of exhibitions was steadily advancing. Focused on the online layout of the four self-organized exhibitions of Hardware Fair, Yiwu Fair, Forest Expo, and Cultural Tourism Fair, core digital applications such as digital marketing, online exhibitions, and smart exhibition halls were built, and traditional exhibition business was transformed into new digital business model. 4. Rent relief During the reporting period, the Company reduced or exempted about RMB 1 billion in rent for small and micro enterprises or individual industrial and commercial households. In order to fully promote the resumption of work and production of small, medium and micro enterprises and individual industrial and commercial households, the Company reduced or exempted the rent for 6 months in 2022 to the owners of the right to use the house (business space) that is a small and micro enterprise or individual industrial and commercial household, and effectively assumed the social responsibility of state-owned enterprises. These measures effectively reduced the operating costs of individual industrial and commercial households, small, medium and micro enterprises, unleashed economic vitality, helped small, medium and micro enterprises to strengthen their confidence and overcome difficulties together, promoted the continued prosperity of the market, and protected market entities, employment, and people's livelihood. (2) Digital trade ecology 1. Chinagoods platform During the report period, the chinagoods platform, driven by the integration of trade data, met the demands of supply and demand in production, exhibition and trading, warehousing and logistics, financial credit, market management and other links, and built an open and integrated digital trade comprehensive service platform, which is the core carrier for the Company to realize trade digitalization. In 2022, the chinagoods platform achieved GMV of RMB 35.676 billion for the whole year, an increase of 112% YoY. 2. Industrial digitization In 2022, the Company's industrial digitalization process was accelerated. The digital free trade application of small commodities won the "Best APP" of Zhejiang digital reform in 2022. The registered purchasers of chinagoods platform exceeded 3.32 million, and more than 2,500 foreign trade companies were linked. In view of the characteristics of scattered orders, LCL declaration, and no-ticket tax exemption in market procurement trade, combined with the "cargo unitizer system", one-click "documentary procurement", "digital cargo examination", "loading and shipping" and "smart customs declaration" can be realized with chinagoods Caigoubao. The order sheet, packing list, customs declaration form and foreign exchange settlement form are connected in series to form a unique closed-loop information of market procurement trade methods; chinagoods platform logistics, overseas warehouses, supply chain financial services and other functions form a closed loop of logistics; licenses of the Company for payment, factoring, local and foreign currency exchange, and products such as Huokuanbao amd Jiehuibao are used to form a closed loop of payment flow and capital flow. "Three Flow Convergence" simplifies trade links, improves trade efficiency, and helps Chinese small commodities go overseas. 3. Payment link was constantly improved During the reporting period, the Company successfully completed the delivery of payment licenses, the adjustment of the new organizational structure has been filed with the regulatory authorities, and the new management team effectively carried out various tasks. On May 24, 2022, the Company officially launched the promotion and construction of the e-CNY in the International Trade City. By building an e-CNY experience area in the market, launching “million e-CNY red envelopes” activity, etc., combined with the means of "online promotion and offline guidance", the Company integrated chinagoods platform, the import and export company, the market operation company and other sectors to jointly promote e-CNY, and provided 97.3% of the market tenants with e-CNY payment collection services. A total of 60,000 e-CNY wallets were opened, and the cumulative number of transactions was about 21,900, and the cumulative transaction amount exceeded RMB 799 million. The Company obtained the qualification for cross-border RMB business, opened up the "Yiwupay" cross-border RMB payment channel, and completed the first cross-border RMB payment transaction between Yiwu and Saudi Arabia. From August 2022, the Company upgraded the Kuaijietong brand to create a new brand image of "YiwuPay". According to the research and analysis of target users, corporate strategy, Yiwu Market and industry environment, brand positioning, core value extraction, VIS visual system construction, system optimization and upgrading and other related brand work have been completed in an orderly manner. YiwuPay can support cross-border collections in 16 mainstream currencies around the world. At present, it has reached cooperation with more than 400 banks around the world, and its business covers more than 100 countries and regions, providing a compliant, safe and efficient integration for market trade payment solutions, using payment to empower the digital economy, improve the global digital trade service ecosystem, and help the Company's industrial digital development. 4. Digital and intelligent development of contract fulfillment services During the reporting period, the Company achieved phased results in cooperation projects with COSCO SHIPPING and GLP, and established a joint venture company Zhijie Yuangang. The joint venture company leverages the resource advantages of all parties to create a third-party delivery platform for digital cross-border logistics, integrating into the Company's existing business system, and connecting the upstream and downstream links of small commodity trade, improves the ecology of grouping people, shipping ecology, warehousing ecology, and financial service ecology, etc., changes the "scattered" supply-demand relationship of various participants in traditional foreign trade, and improves trade efficiency. The Company carries out business cooperation extension with the joint venture company in the front-end warehousing link and back-end payment link of the performance of the contract, realizes LCL and export in Yiwu for global goods, improves the level of trade facilitation, forms a new market development driving force in the Yiwu area, and promotes the continuous prosperity of the Yiwu Market. In the future, the development of contract fulfillment will first be full link integration, followed by the rapid development of digital and intelligent performance services. The value of full-link collaboration contract fulfillment service system will become more and more prominent, and digital intelligent construction is the key to improve the level of full-link collaboration. On the one hand, the joint venture empowers the development of Yiwu's foreign trade, enhances the vitality of market subjects, provides stable shipping capacity and efficient storage resources in China and abroad for Yiwu's foreign trade industry, and stabilizes the cross-border trade of small commodities. On the other hand, various trade services, including trade implementation, are connected and integrated by the joint venture company through digital links to enlarge the overall service functions, so as to reduce trade costs and improve trade facilitation. II. Description of the industry of the Company during the reporting period (1) Industry policies 1. National policies General Secretary Xi Jinping pointed out in the article "Continuously Strengthening, Optimizing and Expanding China’s Digital Economy" published in the second issue of QiuShi magazine in 2022 that the digital economy can promote the rapid flow of various resource elements and accelerate the integration of various market entities, help market entities reconstruct their organizational models, achieve cross-border development, break the constraints of time and space, extend the industrial chain, and smooth domestic and foreign economic cycles. On February 27, 2023, the Central Committee of the Communist Party of China and the State Council issued the "Overall Layout Plan for the Construction of Digital China", pointing out that the construction of digital China is an important engine for promoting Chinese-style modernization in the digital age and a strong support for building new national competitive advantages. On March 10, 2023, the first session of the 14th National People's Congress held its third plenary meeting, and voted to pass the decision on the institutional reform plan of the State Council. China established National Data Bureau, and the newly established National Data Bureau is responsible for coordinating and promoting the construction of data basic system, coordinating the integration, sharing, development and utilization of data resources, and promoting the planning and construction of digital China, digital economy and digital society. It is managed by the National Development and Reform Commission. The establishment of National Data Bureau demonstrates the important position of the construction of digital China and the data resource system in the future national development strategy, and it is also a signal that the construction of digital China is accelerating and reaching a new level. 2. Local policies On February 1, 2023, the Yiwu Municipal Government Work Report stated that "we should fully release the enthusiasm, initiative, and creativity of 900,000 powerful market entities. It is necessary to firmly and resolutely support, develop and prosper the market, seize the "commanding heights" in the small commodity division system, grasp the "right to speak", and lead the global trade fashion. " Yiwu International Trade City has been in the forefront of the national comprehensive market for many years in terms of market turnover, and has formed the support of industrial clusters in the field of small commodity circulation. As of 2022, the operating area of Yiwu Market reached 6.4 million square meters, with 75,000 physical stores, serving 2.1 million small, medium and micro enterprises upstream and downstream. The Company provides market management, commodity sales and self-operated trade, chinagoods online platform, hotel and exhibition services around the Yiwu Market. Yiwu Market is an important platform connecting the domestic and international trade supply chains, and is at the key node of the global small commodity supply chain. It plays an important role in smoothing the internal circulation, improving the external circulation, and serving the new pattern of "dual circulation". Yiwu is the leader and demonstration center of market procurement trade in China, and has maintained high-speed growth for 7 years in a row, with a compound annual growth rate over 30%, which has effectively unlocked the validity of the market subject and further improved the convenience level of trade. (2) Industry situation 1. 1039 market trade model In the future, in China's consumption industry, the transformation and improvement of supply chain link are important industry opportunities. China's consumer industry has developed relatively well on the TO C side, while the circulation mode in the TO B field is still relatively primitive in general. Digital transformation and industrial interconnection transformation will bring greater room for efficiency improvement. The Company focuses on its main business, continuously promotes the upgrade of online and offline markets, and is expected to lead the upgrading and transformation of the industrial Internet in the field of daily consumption and on the 1039 track. The first is the iteration of the 1039 market trade model, which has been continuously upgraded to reduce the merchant's export declaration process, speed up the approval process, and improve export efficiency. The second is the Company's 1039 platform, which relies on the resources of tens of thousands of physical stores in Yiwu Trade City to realize B2B industrial interconnection, speed up the efficiency of information circulation in the circulation link, and accumulate data to achieve quality and efficiency. The third is the construction of a series of contract fulfillment facilities such as Yiwu International Digital Logistics Market. The investment in these logistics facilities is expected to further improve the contract fulfillment efficiency of merchants in Yiwu Market, and form synergy with chinagoods and other businesses to continue to reduce the cost of daily consumer goods going overseas and continuously strengthen China's competitiveness in daily consumer goods market. 2. Yiwu-Xinjiang-Europe Cargo Train 2023 is the 10th anniversary of the release of the "Belt and Road" initiative. In 2014, the first "Yiwu-Xinjiang-Europe Cargo Train" of China-Europe Railway Express was opened. At present, the "Yiwu-Xinjiang-Europe Cargo Train" of China-Europe Railway Express has opened a total of 19 lines, covering 51 countries and regions and reaching 160 cities. It operates 2,269 trains annually, a 7-fold increase from 2015. The annual transportation volume exceeded RMB 40 billion, a 4-fold increase from 2015. It has become the "Golden Ribbon" of the "Belt and Road" initiative and Sino-Euro communication. Based on the import and export of small commodities in Yiwu, "Yiwu-Xinjiang-Europe Cargo Train" develops the upstream and downstream of the logistics industry chain, drives the upgrading of surrounding industries, fully integrates with the development of the digital economy, and brings extensive development room for the Company's offline market, logistics contract fulfillment, import trade, online chinagoods platform, and payment business. （未完）  |