[年报]泸州老窖(000568):2022年年度报告（英文版）
原标题:泸州老窖:2022年年度报告（英文版） Luzhou Laojiao Co., Ltd. 2022 Annual Report April 2023 2022 Annual Report Section I Important Statements, Contents and Definitions The Board of Directors, Board of Supervisors, directors, supervisors and senior management guarantee that the information presented in this report is free of any false records, misleading statements or material omissions, and shall individually and together be legally liable for truthfulness, accuracy and completeness of its contents. Liu Miao, responsible person for the Company, Xie Hong, responsible person for accounting work and Yan Li, responsible person for the Company’s financial affairs (Accounting Supervisor) have warranted that the financial statements in this report are true, accurate and complete. Other directors attended the board meeting to deliberate this report by themselves except the following directors.
Affected by risks, uncertainties and assumptions, the forward-looking statements concerning business objectives and future plans made in this report based on the subjective assumptions and judgments of the future policies and economic conditions may be significantly different from the actual results. Such statements shall not be considered as virtual promises of the Company to investors, and the investors and relevant persons shall maintain adequate risk awareness and shall understand the differences between plans, forecasts and commitments. In the annual report, the potential risks in the operation of the Company have been disclosed. Investors are kindly reminded to pay attention to possible investment risks. The profit distribution plan approved by the board of directors: based on the existing total share capital of 1,471,987,769 shares, a cash dividend of CNY 42.25 (tax inclusive) will be distributed for every 10 existing shares held, 0 shares of bonus shares (tax inclusive), and reserves would not be converted into share capital. This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Contents Section I Important Statements, Contents and Definitions ............................................ 2 Section II Company Profile and Key Financial Results .................................................. 6 Section III Management Discussion and Analysis ........................................................ 11 Section IV Corporate Governance .................................................................................. 42 Section V Environmental and Social Responsibility .................................................... 66 Section VI Significant Events ......................................................................................... 78 Section VII Changes in Shares and Information about Shareholders ......................... 86 Section VIII Preferred Shares .......................................................................................... 97 Section IX Information about Bond ................................................................................ 98 Section X Financial Report ........................................................................................... 105 Documents Available for Reference 1. Financial statements signed and stamped by the responsible person for the Company, the responsible person for accounting work and the responsible person for the Company’s financial affairs (Accounting Supervisor); 2. The original of the auditor’s report with the seal of the accounting firm, and signed and stamped by CPAs; and 3. The originals of all company documents and announcements that are disclosed to the public on the website designated by the China Securities Regulatory Commission (CSRC) during the reporting period. Definitions
Section II Company Profile and Key Financial Results 1. Corporate information
2. Contact us
3. Information disclosure and place where the annual report is kept
4. Company registration and alteration
5. Other relevant information Accounting firm engaged by the Company
Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period □ Applicable ? N/A Financial adviser engaged by the Company to continuously perform its supervisory function during the reporting period. ? Applicable ? N/A? 6. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment to or restatement of accounting data. ? Yes ? No
Whether the lower of the net profits attributable to shareholders of the Company before and after non- recurring gains and losses was negative for the last three accounting years, and the latest auditor’s report indicated that there was uncertainty about the Company’s ability to continue as a going concern ? Yes ? No Whether the lower of the net profits attributable to shareholders of the Company before and after non- recurring gains and losses was negative ? Yes ? No 7. Differences in accounting data under domestic and overseas accounting standards 7.1. Differences in the net profits and net assets disclosed in the financial reports prepared under the international and China accounting standards ? Applicable ? N/A? No such differences for the reporting period. 7.2. Differences in the net profits and net assets disclosed in the financial reports prepared under the overseas and China accounting standards No such differences for the reporting period. 8. Key financial results by quarter Unit: CNY
Whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports ? Yes ? No 9. Non-recurring profits and losses ? Applicable ? N/A Unit: CNY
Other items that meet the definition of non-recurring gain/loss: ? Applicable ? N/A? No such cases for the reporting period. Explain the reasons if the Company classifies any non-recurring gain/loss item mentioned in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public-Non-Recurring Gains and Losses as a recurring gain/loss item. ? Applicable ? N/A? No such cases for the reporting period. Section III Management Discussion and Analysis 1. Industry overview for the reporting period In 2022, the Chinese baijiu industry was under multiple pressures such as the economic downturn, spending shrinks and fierce competition, and concentration towards the top baijiu producers was increasingly obvious in the industry. Capacity optimisation, quality upgrade, technological innovation, cultural development, consumer experience and service enhancement will become the key themes for the baijiu industry in the new era of high-quality development. 2. Business scope in the reporting period The Company shall comply with the disclosure requirements for companies engaging in food & liquor and wine production of the Guidelines No. 3 of the Shenzhen Stock Exchange on Self-regulation of Listed Companies—Industry-specific Information Disclosure. Holding five food business licenses, the Company operates within the baijiu subdivision industry which belongs to the liquor & wine, beverage and refined tea production industry with specialized baijiu product design, production and sales as its main business model. The Company’s primary products are baijiu series such as "National Cellar 1573" and "Luzhou Laojiao", and its main comprehensive performance indicators rank high in the baijiu industry. For the reporting period, operating revenue amounted to CNY 25.124 billion, up 21.71% year on year; and the net profit attributable to the shareholders of the listed company reached CNY 10.365 billion, up 30.29% year on year. For the Company's brand operations, please refer to "4.1 Overview" under “4. Analysis of main business” in this section. The Company’s main products are classified as follows:
Main sales models: Currently, the Company has two main sales models: 1. Traditional channel operation model: It is mainly authorized distribution of the offline distributors. The Company establishes cooperative relationships with the distributors by product lines and regions. The Company directly supplies goods to the distributors, and then distributors sell them to consumers and terminal outlets. 2. Emerging channel operation model: It is mainly online sales operations. The Company establishes cooperative relationships with e-commerce platforms, self-media and webcasters, and sells the goods to consumers through flagship stores, specialty stores, live streaming rooms on online platforms and other network terminals. Distribution models: ? Applicable □N/A 1. Main sales models
respectively year on year. It was mainly due to the increased revenue and cost on e-commerce platforms. 2. Distributors
3. Main settlement method for distributors and distribution method The Company's main settlement method for distributors is payment before delivery. The distribution method is authorized distribution. 4. Top five distributors The Company had no accounts receivable from the top five distributors at the end of the period. For details, please refer to Section III 4.2.8. "Main customers and suppliers". Store sales terminals accounted for more than 10% □ Applicable ? N/A Online direct sales ? Applicable □N/A For the sales of the Company's main products, please refer to Section III 4.2.1. "Breakdown of operating revenues". The Company's complete series of products are sold online. Its main cooperation platforms included JD.com and Tmall. Sales price of main products contributing over 10% of the total operating revenues for the current period changed by more than 30% from the previous reporting period □ Applicable ? N/A Purchase model and purchase content Unit: CNY
The purchase of raw materials from cooperatives or farmers accounted for more than 30% of the total purchase amount □ Applicable ? N/A The price of main raw materials purchased externally changed by more than 30% year-on-year □ Applicable ? N/A Main production model: The Company's main production model is self-production. Commissioned processing and production □ Applicable ? N/A Main breakdown items of cost of sales Unit: CNY
Production volume and inventory 1. Production volume, sales volume and inventory of main products
2. Inventory at the end of the reporting period Unit: Ton
3. Capacity Unit: Ton
B. Advantage of cellars and brewing technique Aged cellars are the most essential condition for a strong aromatic baijiu maker to produce good quality baijiu. The Cellars of National Treasure 1573, founded in 1573, was granted by the State Council as the first Cultural Relic of National Importance in the industry under the Protection of the State in December 1996. 1,619 cellars of Luzhou Laojiao which have been continuously used for over 100 years, together with its 16 ancient brewing workshops and three natural cellar holes, were all selected as the fourth batch of Cultural Relics of National Importance under the Protection of the State in 2013. They are unique resources that cannot be replicated. In both 2006 and 2012, Luzhou Laojiao Daqu Cellars were twice selected into the preliminary list of China for World Heritage. In November 2018, Luzhou Laojiao Cellars and Brewing Workshops were selected into China’s Industrial Heritage List. The time-honored Traditional Brewing Technique of Luzhou Laojiao is a 24-generation inheritance and a classic brewing technique for strong aromatic baijiu. This technique was selected as the first batch of National Intangible Cultural Heritage in May 2006. The Cellars of National Treasure 1573 and the Traditional Brewing Technique of Luzhou Laojiao together provide the most essential basis and assurance for the quality of the product series of National Cellar 1573 and Luzhou Laojiao. Additionally, Huangyi Brewery Eco-Park has moved into full production in late 2020. Upholding the cultural connotations of “inheritance of ancient ways, pure-grain brewing, traditional techniques, and intelligent technologies”, the Company carried out brewing technical renovation featuring automatic, intelligent and information technology-based transformation. As such, it has established a baijiu brewery eco-park comprising brewing workshops, leaven making workshops, and base baijiu storage cellars, along with energy and sewage treatment facilities. This brewery eco-park brings with it new production capacities of 100,000 tons of quality pure-grain solid baijiu and 100,000 tons of leaven in addition to a new storage capacity of 380,000 tons of baijiu per year, marking a substantial increase in the Company’s production capacity. C. Brand advantage Brand is a key business resource for baijiu producers. The Company’s reputation is greatly built on its superiority in brand. National Cellar 1573, which is of a connoisseurship level, is a world-famous high- end brand. Luzhou Laojiao Tequ, a classic brand for strong aromatic baijiu, was selected in 1952 by the first national tasting competition judges as one of the four most famous baijiu brands in China. It is the only strong aromatic baijiu brand that won the title of “National Famous Liquor” for five consecutive times, as well as the pioneer with regard to the “Tequ” variety of baijiu. In recent years, the Company has successfully put in place a brand system of “dual brands, three product series, and major single products” with great clarity and focus. The programs carried out to promote the brand of National Cellar 1573 and revive the brand of Luzhou Laojiao have produced remarkable results, with significant improvement in brand influence. The Company’s baijiu is increasingly known by consumers as a national brand of strong aromatic baijiu and of authentic flavor. D. Quality and R&D advantage The Company is committed to producing high-quality baijiu, advocating a healthy lifestyle and “making the quality visible”. The first “Organic Sorghum Planting Base” was established and the six-factor management system (including organic, quality, safety, environment, measurement and energy) was built and improved. The research platforms are established, including National Engineering Research Center of Solid-State Brewing, National Liquor Test Center, National Postdoctoral Workstation, etc, which all support the innovation and upgrading of products with their strong technical force. In recent years, the Company has put in a lot of efforts in researching Tequ production, brewing informatization & automation. Relying on the technological innovation platforms such as the National Industrial Design Center, and continuously deepening the cooperation with universities and scientific research institutes including the Chinese Academy of Sciences and the Jiangnan University, the Company has undertaken dozens of national- or provincial-level projects and has been granted hundreds of invention or utility model patents. And remarkable results have been achieved with respect to improvement of the quality of base Baijiu, as well as production efficiency improvement. E. Talent advantage The Company has 1 inheritor of national intangible cultural heritage, 4 masters of Chinese brewing, 2 masters of Chinese baijiu, 2 Chinese liquor connoisseurs, 1 master of Chinese baijiu technique, 11 senior professor engineers, 7 experts who receive special allowances from the State Council, 4 national technologic leaders of Sichuan province, 1 expert with outstanding contribution in Sichuan province, 1 innovation leader of Tianfu, 1 excellent engineer of Tianfu, 3 craftsmen of Tianfu, 2 craftsmen of Sichuan province, 1 technological elite of Tianfu, 4 technicians of Sichuan province, as well as hundreds of highly skilled personnel including national baijiu judges, senior brewing technicians and brewing technicians. The comprehensive and professional personnel system assures the sound development of the Company. 4. Analysis of main business 4.1. Overview In 2022, the Company forged ahead against headwinds and maintained a healthy and rapid development momentum, establishing a growing pace. For the reporting period, operating revenue amounted to CNY 25.124 billion, up 21.71% year on year; and the net profit attributable to the shareholders of the listed company reached CNY 10.365 billion, up 30.29% year on year. The Company’s main operations and the results in the reporting period are summarized as follows: A. Continued stable growth in sales Strategies were effectively implemented. Empowered by new marketing models and new methods, the system of resource integration plays a powerful driving force. The performance of main single products was outstanding. National Cellar 1573 maintained its leadership, and Luzhou Laojiao's brand rejuvenation sped up, with a deep layout of multiple product series and young orientation, and the formation of new growth poles accelerated. Continuous efforts were made for the core area. The Company further consolidated the base market, made a breakthrough in the highland market and expanded the opportunity market, resulting in continuous growth in scale by province, city and number of customers. B. A variety of branding highlights The brand matrix was continuously improved. Adhering to the strategy of "dual brands, three product series, and major single products", the Company continued to promote the brand rejuvenation plan, and comprehensively enhanced its market influence. Branding activities were vigorously carried out. The Company deeply integrated its brand in top international events such as fashion industries, and achieved precise circle communication and brand promotion. A stronger brand presence was achieved. In 2022, Luzhou Laojiao became the only Chinese company in the baijiu industry to have two brands listed in the 2022 Kantar BrandZ Top 100 Most Valuable Chinese Brands, and was awarded the third place in the list of 2022 Global Top 50 Most Valuable Spirits Brands. C. Solid capacity guarantee The capacity guarantee achieved a higher level. The Company has created a high-quality organic raw grain planting base, further optimized the digital business system of the brewery eco-parks and improved the utilization of brewing resources and production efficiency. The product guarantee was solid and strong. The completion rate of production guarantee, guarantee rate of package materials, warehousing and logistics efficiency and management system coverage continued to improve, and Luzhou Laojiao's supply chain system showed a new look. The quality assurance continued to be consolidated. The Company continuously carried out external audits of quality, food safety and organic systems, with a 100% pass rate. It participated in drafting and revising nine national standards, and released a white paper on quality and safety to the community for six consecutive years. Luzhou Laojiao was awarded six national quality awards, including "National Food Safety Integrity Demonstration Unit", "National Excellent Case of Food Safety Management Innovation" and "National Quality and Integrity Benchmark Enterprise". D. Leading technological innovation A historic breakthrough was made in major science and technology awards. The Company won the First Prize of Science & Technology Progress of People's Government of Sichuan Province, the First Prize of Sichuan Patent Award, and the First Prize of Science & Technology Progress Award of China Food Industry Association and China National Light Industry Council. Remarkable working results were achieved in terms of intellectual property. The Company passed the review of national intellectual property demonstration enterprises and the certification of intellectual property management system. In addition, it applied for 113 patents, authorized 73 patents and published 31 papers. Collaborative technology innovation was effectively promoted. The Company deepened the industry-university-research cooperation, made multiple major technological breakthroughs such as "intelligent brewing" and "low-carbon brewing", with many achievements reaching international leading levels. E. Strong support from the talent team Talent was introduced through multiple channels. Mature and reserve talent was introduced through campus recruitment and social recruitment. Talent was trained from multiple dimensions. The Company continued to build a knowledge management platform, and enhanced the development of a training system, course system and teacher system. It was selected as one of the first batch of key enterprises to promote the "industry reform" special action in the national light industry. Talent was selected and appointed by multiple initiatives. The mechanism of open post competition for middle-level management and department managers of subsidiaries was implemented comprehensively, and the Luzhou Laojiao assessment officer system was formally implemented to make the selection and appointment of talent more scientific. In 2022, the Company was awarded "National Model Enterprise of Harmonious Labor Relations" and "Advanced Unit of Talent Work in Luzhou City". Mr. Liu Miao, Secretary of the Party Committee and Chairman of the Board of the Company, was awarded the "Baijiu Town Talent - Special Honor Award" in Luzhou City. Yangping Brewery Workshop was awarded the "Craftsman Innovation Workshop in the National Light Industry". F. Prominent cultural leadership The cultural connotations continued to deepen. The "70th Anniversary of Famous Baijiu" exhibition toured China, and books and courses on corporate culture were published and upgraded. The cultural cohesion continued to heighten. The corporate culture knowledge competition of "Strong Flavor Cultural Brewery Cup" was successfully concluded, and the Luzhou Laojiao culture shaping think tank platform, including the National Cellar 1573 Institute, was successfully built. The cultural communication covered the whole jurisdiction. New media communication and operation were optimized, and a matrix communication platform was built. The cultural experience was innovated and upgraded. The immersive cultural experience was upgraded, the upgrade of the old museum was completed and the cultural experience services of Luzhou Laojiao continued to climb. G. Continuous improvement in headquarters capacity Internal controls were constantly optimized. By continuously improving the management system and sorting out the procedure system, the Company's ability of risk prevention continued to improve. The management innovation was efficiently empowered. The Company was selected as one of the first batch of the province and the third batch of the national list of pilot units for electronic VAT invoices, as well as one of the first batch of the national pilot units for the construction of digital archives for enterprise groups, ranking among the first camp of national corporate archive management. The safety and environmental protection continued to be consolidated. The Company had zero production safety accidents and zero incidence of occupational diseases throughout the year, and was awarded as a "tier-one enterprise with standard safety production" and a "provincial healthy enterprise". For three consecutive years, the Company was awarded as a provincial "environmental integrity enterprise of corporate environmental credit evaluation". Social welfare was continuously advanced. The Company supported rural revitalization in paired assistance regions and was awarded the "Advanced Collective for Paired Assistance" in Sichuan Province. It continued to carry out public welfare projects such as the "Pillars Project" and the "Luzhou Laojiao Teacher's Pointer" to support the development of local education. （未完）  |