[年报]洋河股份(002304):2022年年度报告（英文版）
原标题:洋河股份:2022年年度报告（英文版） 2022 Annual Report April 2023 Section I Important Statements, Contents and Definitions The board of directors, board of supervisors, directors, supervisors and senior management of Jiangsu Yanghe Distillery Co., Ltd. (hereinafter referred to as the Company) hereby 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. Mr. Zhang Liandong, responsible person for the Company, Mr. Yin Qiuming, responsible person for accounting affairs and Mr. Zhao Qike, responsible person for accounting department (accounting supervisor) have warranted that the financial statements in this report are true, accurate and complete. All directors attended the board meeting to review this report. The future plans and some other forward-looking statements mentioned in this report shall not be considered as virtual promises of the Company to investors. Investors and people concerned should maintain adequate risk awareness and understand the difference between plans, predictions and promises. Investors are kindly reminded to pay attention to possible investment risks. In the annual report, the possible risks in the operation of the Company are described in detail (see 11. Outlook for the Future Development of the Company in Section III Management Discussion and Analysis). Investors are kindly reminded to pay attention to relevant content. The profit distribution plan approved by the board of directors: based on total share capital participating in the dividend on the registration date (excluding the repurchased shares held in the Company's special repurchase securities account) when the profit distribution plan is implemented in the future, a cash dividend of CNY 37.40 (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. The Company’s Chinese 2022 Annual Report was publicly disclosed on the Shenzhen Stock Exchange and www.cninfo.com.cn on 26 April 2023. If there are any differences between the English version and the Chinese one, please refer to the latter. Contents Section I Important Statements, Contents and Definitions……………………………….2 Section II Company Profile and Key Financial Results……………………………………….5 Section Ⅲ Management Discussion and Analysis……………………………………………10 Section Ⅲ Corporate Governance…………………………………………………………………..35 Section Ⅲ Environment and Social Responsibility…………………………………………..71 Section Ⅲ Significant Events…………………………………………………………………………..78 Section Ⅲ Changes in Shares and Information about Shareholders………………..99 Section Ⅲ Information about Preference Shares…………………………………………….109 Section Ⅲ Information about Bonds……………………………………………………………...110 SectionⅩ Financial Report…………………………………………………………………………….111 Definitions
Section II Company Profile and Key Financial Results 1. Corporate information
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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 or restatement of accounting data □Yes ?No
negative, and the audit report of the last year shows that the Company's ability to continue operating is uncertain □Yes ?No The net profit before or after deducting non-recurring profits and losses is negative □Yes ?No 7. Differences in accounting data under domestic and overseas accounting standards 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 during this period. 2. Differences in the net profits and net assets disclosed in the financial reports prepared under the outbound and China accounting standards □Applicable √ N/A No such differences during this period. 8. Key financial results by quarter Unit: CNY
those which have been disclosed in quarterly or semi-annual reports. □Yes ?No 9. Non-recurring profits and losses √Applicable □N/A Unit: CNY
The company has no specific circumstances of other profit and loss items that meet the definition of non-recurring profit and loss. □Applicable √ N/A Section Ⅲ Management Discussion and Analysis 1. Industry conditions faced by the company during the reporting period According to the data of the National Bureau of Statistics, there were 963 Chinese Baijiu enterprises above designated size nationwide in 2022, a decrease of 2 compared with the previous year; The output of Chinese Baijiu was 6,712,400.00 kiloliters, a year-on-year decrease of 5.58%; The operating revenue was CNY662.645 billion, a year-on-year increase of 9.64%; The total profit was CNY220.172 billion, a year-on-year increase of 29.36%. The total production and sales volume of Chinese Baijiu industry were stable, and the competitions among famous liquor producing areas, regional markets and price segments intensified, the trend of consolidation, branding and premiumization became more prominent. The development of Chinese Baijiu industry has shown a steady upward trend in the fierce competition. Yanghe is a large Chinese Baijiu production enterprise enjoying high brand awareness and reputation nationwide. It is the only enterprise in the Chinese Baijiu industry that owns two famous Chinese Baijiu brands, Yanghe and Shuanggou, two time-honored Chinese brands, six well-known Chinese trademarks, and two 4A level scenic spots. The company's leading products are Dream Blue, Sky Blue, Ocean Blue, Sujiu, Zhenbaofang, Yanghe Daqu, Shuanggou Daqu and so on. During the reporting period, in the face of complex international and domestic situations and fierce market competition, the company overcame pressure and maintained a healthy development trend of "steady progress" and achieved an operating revenue of CNY30.105 billion, a year-on-year increase of 18.76%; The company realized a net profit attributable to shareholders of listed companies of CNY9.378 billion, a year-on-year increase of 24.91%. According to the report of Chinese Baijiu listed companies in the first three quarters of 2022, the sales scale of the company ranked among the top three in the industry. 2. Main Businesses of the Company During the Reporting Period The company shall comply with the disclosure requirements of food and wine manufacturing industries in Self-regulatory Guidelines for Listed Companies in Shenzhen Stock Exchange No. 3 - Industry Information Disclosure The main business engaged The main business of the company is the production and sales of Chinese Baijiu, which is produced by solid-state fermentation and sold mainly through two modes: wholesale distribution and online direct sales. The company's main business and business model did not change during the reporting period. According to the Industry Classification Guidelines for Listed Companies (revised in 2012) issued by the CSRC, the company belongs to the "C15 wine, beverage and refined tea manufacturing industry". Information about brand operation The Company’s products include Dream Blue, Sujiu, Sky Blue, Zhenbaofang, Ocean Blue, Yanghe Daqu, Shuanggou Daqu, Guijiu, Sidus Wine and so on. According to the price range standard of ex-factory price, the Company groups the products into mid/high end and ordinary products. The mid/high end products refer to those with ex-factory price ≥ CNY 100 / 500ml, mainly including Dream Blue craft class, Dream Blue M9, Dream Blue M6 +, Dream Blue Crystal version, Su Jiu, Sky Blue, Zhenbaofang (Difang, Shengfang), Ocean Blue and so on. Ordinary products refer to those with ex-factory price ＜ CNY 100 / 500ml, mainly including Yanghe Daqu and Shuanggou Daqu. The revenue of various products is as follows: Unit: CNY
Main sales model The company sells its products mainly through distributors. Its sales models include wholesale distribution and online direct selling, among which wholesale distribution is the main sales model. √Applicable □N/A 1. Disclosure of main business composition by different types Unit: CNY
medium/high end products ≥ 100 CNY / 500ml and ordinary products < 100 CNY / 500ml. 2. Disclose the number of distributors according to regional classification
During the reporting period, the change in the number of distributors was mainly due to the company's optimization of distribution structure and in-depth national layout, and further adjustment of the distribution system. 3. Settlement method and distribution method The Company mainly adopts the bank transfer method for settlement, and adopts the method of payment before goods for product sales. 4. Sales amount and sales proportion of the top five distributors In 2022, the total sales amount of the top five distributors was CNY 1,540.4580 million, accounting for 5.12% of the total sales of this year. Among the sales of the top five distributors, the sales from related parties were CNY 0, accounting for 0% of the total sales of this year. The total amount of receivables of the top five distributors at the end of the period was zero. Retail sales accounted for more than 10%. □Applicable √ N/A Online direct selling √ Applicable □N/A Unit: CNY
The sales price of the main products accounting for more than 10% of the total operating revenue of the current period changed by more than 30% compared with the previous reporting period □Applicable √ N/A Procurement mode and content Unit: CNY
amount □Applicable √ N/A The price of major outsourced raw materials changed by over 30% year on year □Applicable √ N/A Main production mode The Company's production mode is self-produced mode, with major parts including raw material crushing, fermentation, distillation, grade storage, liquor body design and combination, product packaging, etc. Commissioned production □Applicable √ N/A The main components of operating costs Unit:CNY
Output and inventory 1. Production volume, sales volume and inventory of major products
3. Analysis of core competitiveness The Company has significant advantages in natural environment, quality technology, brand building, marketing network and so on. The Company has formed its unique core competitiveness, which has not changed during the reporting period. 1. Natural environment advantage The Company is located in Suqian, the capital of Chinese Baijiu with 'three rivers, two lakes and one wetland’. As one of the three famous wetlands in the world, Suqian enjoys equal popularity with the Scotch whisky producing area and the French Cognac producing area. The long history and unique ecological environment provide a good source of water, soil and air for production for liquor production. Especially the microorganism condition is significantly beneficial to production. The Yanghe distillery originated in the Sui and Tang Dynasties, flourished in the Ming and Qing Dynasties. It had been sold in Jianghuai area during the period of Yong Zheng of Qing Dynasty. It has a good reputation that 'dainty taste derived from fortune spring and liquor ocean, which made Yanghe rank first place in Jianghuai area'. Shuanggou alongside Yanghe was praised as the origin of Chinese natural liquor by domestic and overseas experts due to the discovery of drunken ape fossils in Xiacaowan. 2. Quality advantage Considering the diversification and individuation of consumption demand, the Company took the lead in breaking the traditional classification of Baijiu flavor. The Company classifies Baijiu based on taste and emphasizes the value of taste. The Company strengthens the mellowness of Baijiu, puts forward the new style of the mellow Baijiu quality, and deeply meets core demand of target consumers. It has successfully established new craft of mellow Baijiu production and system framework of mellowness mechanism, which caters to market consumption. In June 2008, "Mellowness", a special type of Yanghe, was first written into the national standard in China Protected Geographical Indication Product- Yanghe Daqu (Standard No. GB/T220406-2008). In 2019, the company formulated the group standard named "Mellow Baijiu" (i.e., t/cbj2104-2019), which further enriched and improved the relevant standards of mellow Baijiu. In 2022, the company formulated the standards of "Baijiu Wetland Real Estate Area" (T/CBJ2305-2022) and "Wetland Baijiu" (T/CBJ2110-2022), which promoted the specification of technical quality standards for wetland liquor. 3. Talent advantage The Company has 39 Masters of Chinese Baijiu, 78 provincial Baijiu tasting committee members and 1975 technicians. The Company also has 10 national and provincial technical research and development platforms. The obvious advantage of technical talents provides technical support for the continuous improvement of mellow Baijiu quality. In 2022, the company's three scientific and technological achievements, "Research and Application of Targeted Flavor Song of Mianrou Baijiu", "Integrated Research and Industrial Application of Digital Technology for Solid Liquor Brewing", and "Research on Autophagy and Antioxidant Effects of Mianrou Baijiu" were identified by the China Light Industry Federation. In the 6th National Sommelier Competition sponsored by the China Alcoholic Drinks Association, the company won the championship for five consecutive times, and 6 representatives entered the top ten of the lists, fully demonstrating the company's talent advantages. 4. Brand advantage The Company, as one of the eight traditional well-known Baijiu enterprises, is the only one in China's liquor industry that has two Chinese famous wines, Yanghe and Shuanggou, two Chinese time-honored brands, six well-known Chinese trademarks such as Yanghe, Shuanggou, Blue Classic, Zhenbao Fang, Dream Blue, Su, two national 4A scenic spots, two national industrial heritages, and a national key cultural relics protection unit. In 2022, in the "2022 World's Top 50 Most Valuable Spirits Brand Value" released by Brand Finance, a world-renowned brand value research institution, the company ranked fourth in the world with a brand value of nd USD6.446 billion and ranked 102 in the "China's 500 Most Valuable Brands" released by World Brand Lab, with a brand value of CNY75.545 billion. 5. Marketing network advantage The company has a marketing team with the latest ideas and the strongest execution. Its marketing network has penetrated into all counties and regions in China; The high-speed channel for distribution has been basically built, laying a solid foundation for future market expansion and category extension. Meanwhile, as a traditional enterprise, Yanghe has consistently optimized new sales model and advanced digital transformation. The sales digitalization of Yanghe has become a case study for Tsinghua University, showcasing the leading position of Yanghe in internet application. 4. Analysis of main business 1. Overview During the reporting period, the company closely focused on the main line of high-quality development, efficiently implemented annual work deployment and planning, and maintained the development trend of "seeking progress in stability and excellence in progress", accumulating strength for writing a new chapter of "stable high quality, sustainable in progress, and healthier in good life". In 2022, the company achieved an operating income of CNY30.105 billion, a year-on-year increase of 18.76%; The net profit attributable to shareholders of the listed company was CNY9.378 billion, a year-on-year increase of 24.91%; The net profit attributable to shareholders of the listed company after deducting non-recurring profits and losses was CNY9.277 billion, a year-on-year increase of 25.82%. Solid strengths and supports are deeply integrated, and products are upgraded on the basis of improving quality. Continue to explore the research and application of the mechanism of Mianrou, three innovative scientific and technological achievements have been identified, and the yield and quality of winemaking have achieved a double harvest. In the National Sommelier Competition sponsored by the China Alcoholic Drinks Association, the company's technical team won the championship for five consecutive times, which further highlighted the talent advantage. Continue to optimize the storage structure of raw wine, and orderly promote the construction of key projects such as high-end wine storage, which provides strong support for the ultimate softness. Focusing on the concept of "product refinement, structural optimization, and scale expansion", Dream Blue handmade class (master) was launched, upgraded Haizhi Blue, Ecological Sujiu, Difang and other products, sorted out and eliminated 218 SKUs, consolidated the position of Meng6+ strategic subject, strengthened the cultivation of crystal version of Dream Blue consumers, and continuously expanded the scale of Ocean Blue, and further optimized the product matrix. The deep integration of cohesion and combat effectiveness promotes the development of the company and accumulates advantages. Continue to build a "strategic community, value community, interest community, and destiny community" for manufacturers, focus on the structural optimization of distributors, and improve the cultivation system for distributors around "attracting large enterprises, supporting excellent enterprises, and strengthening good enterprises ", and further improve the quality of distributors’ teams. Strengthen channel construction, adapt measures to local conditions in the regional market, comprehensively enhance the competitiveness of the market in Jiangsu province, steadily promote the sales market outside the province, and effectively break through the cultivation market outside Jiangsu province. To help market construction with digitalization, digital marketing tools were utilized in main products were to achieve monitoring, analysis and traceability of the whole process, and jointly help the marketing. The organizational force and the driving force are deeply integrated, and the forward momentum is continuously gathered. Focusing on "the marketing headquarters formulates the strategy and the business department is responsible for the implementation", it promotes the adjustment of the marketing organizational structure, realizes the sinking of the organizational structure, effectively stimulates the potential of the team, and improves the organizational efficiency. Guided by the "Nine Persistence," the company trains cadres, discovers cadres, selects and promotes cadres, and appoints cadres on the front line, so as to deeply stimulates and mobilizes the enthusiasm of cadres. Continue to build a collaborative supervision system and make every effort to purify the market business environment. Improve the incentive mechanism of "efficient growth, efficient incentive and efficient constraint" of the marketing system, improve the "communication, assistance, emergency" mechanism and the welfare system of "activities, treatment and service" to stimulate the high-quality development of the company. The leading power and the appeal are deeply integrated, and the highlights of the brand continue to appear. With dream culture as the link, broaden the brand communication matrix, and actively spread Chinese wine culture with the help of international events such as the SCO Summit and the 51st anniversary of China-US table tennis diplomacy; Together with the Space Foundation to fully support the launch of the Wentian Experimental Module, Mengtian Experimental Module and the 14th China Aerospace Expo; Innovative publicity methods, the Mid-Autumn Festival live broadcast has reached tens of millions of viewers, and the new version of Ocean Blue is （未完）  |