[年报]重庆啤酒(600132):重庆啤酒股份有限公司2022年年度报告（英文版）
原标题:重庆啤酒:重庆啤酒股份有限公司2022年年度报告（英文版） Company Code: 600132 Abbreviation of the Company: Chongqing Brewery CHONGQING BREWERY CO., LTD. ANNUAL REPORT 2022 This document is a translated version of the Chinese version 2022 Annual Report (《重庆啤酒股份有限公司 2022年年度报告》). In case of any ambiguities in Chinese and English texts, Chinese text shall prevail. IMPORTANT STATEMENTS I. The Board of Directors, Board of Supervisors, Directors, Supervisors and the Senior Management of the Company guarantee that the information presented in this report is free of any false records, misleading statements or material omissions, and shall bear individual and joint legal liabilities for the truthfulness, accuracy and completeness of its contents. II. All Directors of the Company have attended the board meeting. III. Pan-China Certified Public Accountants LLP has issued a standard unqualified audit report for the Company. IV. Jo?o Miguel Ventura Rego Abecasis, Legal Representative of the Company, Chin Wee Hua, the person in charge of accounting work and Liu Liping, the person in charge of accounting department (accounting supervisor) hereby warrant that the financial statements in this annual report are true, accurate and complete. V. The proposed profit distribution plan or the proposed plan of capitalization of capital reserves in the reporting period approved by the resolution of the Board of Directors The Company plans to distribute cash dividends to all shareholders based on the total share capital of 483,971,198 shares as of December 31, 2022. The total amount of cash dividends is CNY 1,258,325,114.80 (tax included). The cash dividends to be distributed is derived from the operating profit of daily operation and is a kind of ordinary dividends. The Company plans to distribute cash dividends of CNY 2.60 per share (tax included). After the implementation of the dividend distribution plan for 2022, the remaining undistributed profit in the consolidated statement of the Company is CNY 77.69 million, and the remaining undistributed profit in the statement of the parent company is CNY 302.83 million. The Company will not use capital reserve to increase share capital in 2022. VI. Statement on risks of forward-looking statement √ Applicable □ Not applicable The annual report involves forward-looking statement such as future plans, which does not form substantive promises to the investors by the Company. The investors shall pay attention to the investment risks. VII. Whether the controlling shareholders and their related parties occupy funds non-operationally No VIII. Whether there is guarantee provided to external entities in violation of the stipulated decision-making procedures No IX. Whether there are more than half of the directors who cannot guarantee the authenticity, accuracy and completeness of the annual report disclosed by the Company No X. Significant risk statements The Company has described the possible risks in detail in the report. Please refer to Section III “VI. Discussion and XI. Others □ Applicable √ Not applicable CONTENTS SECTION I DEFINITIONS ........................................................................................................................... 5 SECTION II COMPANY BRIEF INTRODUCTION AND KEY FINANCIAL INDICATORS ............... 5 SECTION III MANAGEMENT’S DISCUSSION AND ANALYSIS ............................................................. 9 SECTION IV CORPORATE GOVERNANCE ............................................................................................. 28 SECTION V ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES ................................................ 54 SECTION VI SIGNIFICANT EVENTS ........................................................................................................ 62 SECTION VII CHANGES IN SHARES AND INFORMATION ABOUT SHAREHOLDERS ................. 98 SECTION VIII INFORMATION ON PREFERRED STOCKS ................................................................... 104 SECTION IX INFORMATION ON BONDS............................................................................................... 104 SECTION X FINANCIAL REPORT .......................................................................................................... 104
SECTION I DEFINITIONS I. Definitions In the report, unless otherwise indicated in meanings, the following words have meanings as follows:
SECTION II COMPANY BRIEF INTRODUCTION AND KEY FINANCIAL INDICATORS I. Company Information
II. Contact Person and Contact Information
III. Basic Information
IV. Information Disclosure and Storage Location
V. Stock Profile of the Company
VI. Other Related Information
VII. Key Accounting Data and Financial Indicators in the Past Three Years (I) Key Accounting Data Monetary unit: RMB Yuan
(II) Key Financial Indicators
Remarks on key accounting data and financial indicators in the past three years □ Applicable √ Not applicable VIII. Difference in accounting data under domestic and foreign accounting standards (I) Difference between the net profits and the net assets attributable to shareholders of the listed company in the financial reports disclosed simultaneously according to the international accounting standard and China accounting standard □ Applicable √ Not applicable (II) Difference between the net profits and the net assets attributable to shareholders of the listed company in the financial reports disclosed simultaneously according to the foreign accounting standard and China accounting standard □ Applicable √ Not applicable (III) Statement of differences between foreign and domestic accounting standards: □ Applicable √ Not applicable IX. Key quarterly financial data in 2022 Monetary unit: RMB Yuan
Remarks on differences between quarterly data and data disclosed in periodic report □ Applicable √ Not applicable X. Non-recurring profits or loss √ Applicable □ Not applicable Monetary unit: RMB Yuan
recurring profit or loss listed in the “Interpretation Pronouncement on Information Disclosure Criteria for Public Companies No. 1 – Non-Recurring Profit or Loss” as recurring profit or loss. □ Applicable √ Not applicable XI. Items measured at fair value √ Applicable □ Not applicable Monetary unit: RMB Yuan
XII. Others □ Applicable √ Not applicable SECTION III MANAGEMENT’S DISCUSSION AND ANALYSIS I. Discussion and Analysis on Business Situation In 2022, external factors affected the Company’s production and sales in some of its key markets. While prioritizing the health and safety of employees, the Company took proactive measures to seize market opportunities, which yielded yet another growth in sales, revenue and profit, successfully concluding Sail 22 and laying a solid foundation for Sail 27. In 2022, beer enterprises above designated size in China produced 35.687 million kiloliters of beer, up sightly by 1.1% year on year (Data source: National Bureau of Statistics; statistic). In 2022, the Company’s sales volume outperformed the industry level with a year-on-year growth of 2.4%. (I) Brands. In 2022, the Company carried on Sail 22 with focused and extensive efforts. With diversified product mix and brands following the asset restructuring, and a brand portfolio featuring “International Premium Brands + Local Power Brands”, the Company has continued to drive product premiumization and innovate its sales model. In terms of local brands, the Company continued to enhance its core competitiveness in key markets and drive premiumization growth through R&D and innovation. In the first quarter of 2022, the Chongqing brand launched experience store in collaboration between the brand and "Hou Hot Pot" began soft opening on East Nanjing Road, Shanghai at the end of 2022, which will further boost the consumption scenario of “eating Chongqing hot pot and drinking Chongqing beer”. It also represents the Company’s attempt to integrate the two industries—advanced manufacturing industry and modern service industry. The Wusu brand continued to strengthen its hardcore image. With Mr. Wu Jing as the new face of the brand, Wusu’s national visibility heightened rapidly, accelerating its pace of expansion nationwide. In the mean time, the brand’s product portfolio was further improved. The launch of Wusu Dark Lager and Wusu White Beer in the first quarter of 2022 effectively drove premiumization and captured new growth opportunities. Wusu Big Big Q started soft opening in Joy City, Shanghai at the end of 2022, using the concept of barbecue to create an offline experience scenario for customers to enjoy Wusu. The Company has continued to invest in the Shancheng brand and bring the brand closer to consumers through channel marketing activities such as “Beer Open to Win”. In 2022, Shancheng saw double-digit growth in the Chongqing region. In respect of international brands, through its new spokespersons and a variety of marketing campaigns with attitude, Tuborg conveyed its “WHY NOT” brand attitude to young people, expanding its market nationwide and establishing itself as a young international brand. Tuborg Pure Draft accelerated growth, driving Tuborg’s premiumization and establishing itself as another hit product alongside Tuborg Green. Carlsberg saw sustained volume growth by continuing to engage with young consumers through art and innovation. During the Spring Festival 2022, Carlsberg worked with a world-renowned artist to launch a limited edition packaging to celebrate the Year of the Tiger, further promoting its brand image as youthful and premium. Capitalizing on the occasion of its 175th anniversary, Carlsberg launched limited special brews in June 2022, which quickly sold out. The brand then collaborated with artists to create 175th anniversary commemorative packaging based on the concept of “City Torrent: Flowing from Denmark to China”, conveying the brand’s pursuit of better while meeting consumers’ needs for art and quality. Additionally, Carlsberg celebrated 30 years of its partnership with Liverpool FC by launching limited edition packs and marketing campaigns, which were well-received and drove consumer purchases. Kronenbourg 1664 saw heightened brand visibility thanks to its positioning as a symbol of French elegance and the influence of its global brand spokesperson, Ms. Dilireba. The brand’s “Good Taste with A Twist” positioning further took hold among consumers. 1664 Prestige, a beer brewed with French champagne yeast, was launched in 2022, further boosting French romance. The product was awarded the “Premium Selection White Beer New Arrival Award” by Hurun Report, making it the only award-winning beer in this category. Somersby saw rapid growth in 2022. The launch of three new flavors—mango lime, watermelon, and elderflower lime—brought the total number of flavors on offer to five. Its brand awareness continued to grow thanks to a combination of diverse and effective marketing campaigns. Craft brands continued to enhance their brand volume and visibility through personalized social media communication and campaigns. Among them, Jing-A held a Spring Festival Challenge on Douyin (The Chinese version of Tiktok), Grimbergen revitalized its image. Brooklyn created an American-style dining scene in partnership with Shake Shack, an Internet-famous hamburger brand, thereby attracting young consumers while expanding channels and encouraging product tryouts. (II) Sales. The Company’s position in core markets was strengthened with continued growth in revenue/hl. The Big City Plan accelerated with the addition of 15 new big cities. Sub-premium and above products accounted for more than 80% of the total therein. Despite some big cities being affected by external factors, the overall growth of the Big City Plan was in line with the Company’s expectation. Notably, the average growth rate of the newly added big cities was higher than that of the overall Big City Plan. With respect to new retail, e-commerce has enabled brand resources to be maximized. Based on consolidated partnership with Tmall and JD.com, the Company achieved rapid growth by accelerating business expansion on Douyin and community group purchase. In addition, the Company innovated its marketing strategy by embracing e-commerce as an important brand-building window. Focusing on effect-based media operations, audience operations, content operations and creation of platform marketing IP, the Company turned e-commerce events into brand events, which not only improved brand recognition and favorability, but also greatly increased the number of new users and conversions. O2O saw rapid growth in GMV, with business increase observed across catering&takeaway O2O, modern channel O2O and traditional channel O2O. The Company continued to attract new business partners by collaborating with different industries. The Company achieved a record high market share in traditional channels by the end of the year. While strengthening its on-trade channel, the Company also increased its market share in the off-trade channel through various initiatives, including consumer events, promotional packs, portfolio displays, and improved in-store implementation standards. The digitization of the Company’s business processes and sales channels has been accelerated to drive more business opportunities. (III) Supply chain. The Company further optimized its supply network layout. In 2022, Xichang Brewery and Korla Brewery completed capacity expansion, and Wanzhou Brewery resumed production, which effectively supported the growing market demand. With an additional investment of 462 million yuan, Foshan Brewery will be built into a new, modern brewery that is green, safe, advanced, and efficient. Committing to providing consumers with higher quality beer, the Company held a taste evaluation competition. A number of metrics, including the optimization of fermentation process, yeast activity management, and improving carbon dioxide purity, were used to improve the result of taste evaluation and meet consumers’ taste for high-quality beer. For the second year in a row, the Company won the most awards in the International Beer Challenge held by China Alcoholic Drinks Association, with 11 products awarded, including Chongqing Extra Malt, which was on the awarded list for the third time. (IV) ESG. In 2022, the Company successfully completed all tasks under its sustainable development programme “Together Towards Zero” and launched the ESG programme “Together Towards Zero and Beyond (TTZAB)”. In terms of “ZERO Accidents Culture”, the Company actively promoted risk assessments for high-risk operations, implemented work permit requirements and monitored construction sites. A three-level safety training system was introduced by the Company to enhance employee safety awareness and ability. In 2022, its total number of lost- time accidents decreased by 92% compared with 2018, effectively ensuring the safety of employees. In terms of “ZERO Carbon Footprint”, the Company’s breweries have reduced CO2 emissions by 75% per hectolitres (hl) of beer produced since 2015, exceeding the Group’s target of a 50% reduction by 2022. This achievement is thanks to the use of 100% renewable electricity at the Company’s breweries since 2020, as well as improvements in combined energy (thermal and electricity) efficiency. Between 2015 and 2022, the Company reduced a total of 230,000 tons of CO2, which is equivalent to planting more than 9,000 mu (an equivalent of around 600 hectares) of trees and taking more than 80,000 cars off the road for a year. In terms of “ZERO Farming Footprint”, the Company attached great importance to grains recycling. By leveraging the law of nature and ecosystemic approaches to maximize the potential of spent grains and waste yeast, and recycling by-products from brewing for agriculture and husbandry purposes, a harmony between the Company and nature was realized. In 2022, about 190,000 tons of spent grains and approximately1.66 million tons of waste yeast were collected and recycled by the Company. In terms of “ZERO Packaging Waste”, the Company used glass bottles made from 60% recycled materials, along with labels made from eco-friendly ink and PVC-free materials, which minimized environmental pollution caused by materials. Also, more lightweight glass bottles were sourced during the procurement process, which reduced 10,000 tons of glass consumption and more than 3,000 tons of carbon emissions throughout the year. In terms of “ZERO Water Waste”, the Company’s breweries have cut water consumption to 2.24 hectolitres (hl)/hl in 2022 from 3.87 hl/hl in 2015. That is a 42.12 % reduction, beating our 25% target for 2022. In general, its major breweries reduced their water use to 2.1 hl/hl in 2022, far lower than the industry average of 3.5 hl/hl. Water efficiency at Dazhulin Brewery in Chongqing was down to 1.77 hl/hl, reaching an industry-leading level globally. In terms of “ZERO Irresponsible Drinking”, the Company participated in the National Responsible Drinking Awareness Week, and actively communicated responsible drinking messages through brand events such as the Tuborg Music Festival. In 2022, Chongqing and Tuborg spokespersons jointly advocated for responsible drinking, urging minors not to drink, and further spreading the idea of responsible drinking to over 4.5 million consumers. II. Information on the Company's Industry during the Reporting Period The data of National Bureau of Statistics showed that the output of national above brewery enterprise was 35.687 million kiloliters in 2022, with year-on-year growth of 1.1%. III. Information on the Companys Business Conditions during the Reporting Period The Company is mainly engaged in the business of manufacturing and sales of beer products. In terms of operation mode, the Company implements regional management. In the link of purchase, it adopts the centralized purchase and scattered orders; in the link of supply, it organizes the production and inventory according to “determining production based on sales”, and in the link of sales, distributor agency dominates, and the direct marketing assist. IV. Analysis of Core Competitiveness during the Reporting Period √ Applicable □ Not applicable The company is the operating platform in China of the world-leading Carlsberg Group Denmark. China is the largest market of Carlsberg Group in the world. According to the Sail 27 strategy towards 2027, "Keep Wining in China" is listed as one of the strategic priorities of Carlsberg Group to become a successful, professional and attractive beer company in China. In terms of market channels, the company has a marketing network covering all provinces, regions and cities across the country. We have high-quality customer resources, strong brand advantages and stable sales channels in each dominant market area. In terms of brand portfolio, the company can meet the diversified needs of consumers for high-quality beer relying on the strong brand portfolio of "International Premium Brands + Local Power Brands". International brands include Carlsberg, Tuborg, Kronenbourg 1664, Grimbergen, Brooklyn, Somersby, etc., and local brands include Wusu, Chongqing, Shancheng, Xixia, Dali, WFSM, Jing-A, etc. In terms of supply chain network, the company possesses 26 breweries, forming a joint force for efficient operation by linkage in a wide area in the procurement, production, logistics and other links. In terms of marketing and promotion, the company improves the efficiency of marketing and promotion by complementing the overall operation and brand with clearer brand image and richer marketing methods. V. Main operating conditions during the reporting period In 2022, the Company sold 2.8566 million kiloliters of beer, an increase of 2.41% compared with 2.7894 million kiloliters in 2021. The operating revenue in 2022 was 14.039 billion yuan, an increase of 7.01% compared with 13.119 billion yuan in 2021. Net profit attributable to shareholders of the Company in 2022 amounted to 1.264 billion yuan, an increase of 8.35% compared with 1.166 billion yuan in 2021. Net profit attributable to shareholders of the Company after deducting non-recurring profit or loss in 2022 amounted to 1.234 billion yuan, an increase of 8.00% compared with 1.143 billion yuan in 2021. (I) Main business analysis 1. Analysis on changes in relevant items of income and cash flow statement Monetary unit: RMB Yuan
Changes in financial expenses is mainly due to the year-over-year increase in interest income. Changes in R&D expenses is mainly due to the decrease in R&D input. Changes in net cash flows from investing activities is mainly due to the withdrawal of unmatured structural deposit at the end of period of last year. Remarks on significant changes in business type, profit composition or source in the current period. □ Applicable √ Not applicable 2. Revenue and cost analysis √ Applicable □ Not applicable (1). Information on main businesses by industry, product, region and sales model Monetary unit: RMB Yuan
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