[年报]比音勒芬(002832):2022年年度报告（英文版）
原标题:比音勒芬:2022年年度报告（英文版） 2022 Annual Report April 2023 2022 Annual Report Section I Important Notice, Contents and Definitions The Board of Directors and the Board of Supervisors of the Company and its directors, supervisors and senior management warrant that the information contained in this annual report is true, accurate and complete without any false records, misleading statements or material omissions, and severally and jointly accept the legal liability thereof. Xie Bingzheng, the person in charge of the Company, Tang Xinqiao, the person in charge of accounting of the Company, and Chen Zhihui, the person in charge of the accounting department of the Company, declared that they warrant the truthfulness, accuracy and completeness of the financial statements set out in this annual report. All directors of the Company attended the Board meeting, on which this report was reviewed. The forward-looking statements in this annual report, including development strategies and business plans, do not constitute substantive commitments of the Company to investors. Investors and related personnel should remain vigilant and understand the differences between plans, forecasts and commitments. Investors should be aware of the investment risks. The Company shall comply with the information disclosure requirements of the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for Self -discipline and Supervision of Listed Companies — Industry Information Disclosure. The Company has described the potential risks it may face in the future in “Section III Discussion and Analysis of the Management” and “Section XI Future Development Prospects of the Company”. Investors should be aware of the investment risks. The Board meeting has deliberated and approved the following profit distribution proposal: Distribute a cash dividend of RMB3.00 (tax inclusive) for every 10 shares to all shareholders based on a total share capital of 570,707,084 shares as at December 31, 2022; no bonus shares will be issued and no capital reserve will be converted into share capital. Contents Section I Important Notice, Contents and Definitions................................................................................................... 2 Section II Company Profile and Key Financial Indicators .......................................................................................... 7 Section III Discussion and Analysis of the Management ............................................................................................ 12 Section IV Corporate Governance ................................................................................................................................... 59 Section V Environmental and Social Responsibilities.................................................................................................. 81 Section VI Significant Events............................................................................................................................................. 83 Section VII Changes in Shareholding and Information of Shareholders ............................................................... 90 Section VIII Particulars of Preference Shares ............................................................................................................... 98 Section IX Particulars of Bonds ........................................................................................................................................ 99 Section X Financial Report .............................................................................................................................................. 100 Documents Available for Inspection (1) Financial statements affixed with the official stamps and signatures of the Company’s responsible person, the person in charge of accounting, and the person in charge of accounting department of the Company; (2) Original of the audit report affixed with the stamp of the CPA firm as well as the stamps and signatures of the certified public accountants; (3) All original copies of the Company’s documents and the original drafts of the Company’s announcements as disclosed on the websites designated by the CSRC during the reporting period; (4) Place for document inspection: Office of the Board of Directors. Terms and Definitions
Section II Company Profile and Key Financial Indicators I. Company Information
CPA firm engaged by the Company
□ Applicable ?Not applicable Financial advisor engaged by the Company to fulfill continuous supervision obligation during the reporting period □ Applicable ?Not applicable VI. Main Accounting Data and Financial Indicators Whether the Company needs to perform retrospective adjustment or restatement of accounting data for previous years □ Yes ?No
all negative, and the audit report of the most recent year shows that the Company’s ability to continue operations is uncertain □ Yes ?No The lower of the net profits before and after deducting the non-recurring profit and loss is negative □ Yes ?No VII. Difference in Accounting Data under Domestic and International Accounting Standards 1. Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS) □ Applicable ?Not applicable There is no such differences during the reporting period 2. Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS) □ Applicable ?Not applicable There is no such differences during the reporting period VIII. Major Financial Indicators by Quarter Unit: RMB
financial indicators disclosed in the Company’s quarterly reports and semi-annual report □ Yes ?No IX. Non-recurring Items and Amounts ?Applicable □ Not applicable Unit: RMB
?Applicable □ Not applicable During the reporting period, the Company had RMB39,121,856.42 of other profit and loss items that qualify the definition of non- recurring profit and loss, which were the income from wealth management products. Descriptions where the Company defines any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period □ Applicable ?Not applicable The Company did not define any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period. Section III Discussion and Analysis of the Management I. Status of the Industry to Which the Company Belongs during the Reporting Period The Company shall comply with the information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. 1. With the continued recovery of the global luxury goods market, the domestic luxury goods market is growing strongly. In 2022, the global luxury goods market showed continued recovery and reached a value of RMB2.545 trillion, an increase of 17% year-on-year. The fast growth has been especially represented in leading luxury brands, with the average market size up by more than 30% compared with 2019. Pursuant to the 2022 China Luxury Report published by Yaok Institute, a professional research and consulting organization in the field of China’s high-end consumption, the Chinese luxury market (i.e. at home and abroad) reached RMB956 billion in 2022, contributing a 38% share of the global luxury market. Chinese people remain the most important force in global luxury consumption. Meanwhile, the domestic sales of luxury goods demonstrated a strong momentum. 2. Chinese garment companies are developing towards the high-end and brand-oriented trend, and there is broad room for high-end brands and brands with high quality/price ratio. China has experienced several decades of fast economic development, and the consumption level of Chinese residents has improved significantly, laying a solid foundation for the development of the garment industry. According to the Investigation and Analysis Report on the Development and Consumption Trend of China’s Garment Industry 2022-23 recently released by the iiMedia Research, the retail sales of apparel goods of enterprises above designated size in China reached RMB997.46 billion in 2021. Under the boost of the Outline of the 14th Five-Year Plan for Textile Industry and other policies to promote the development National Bureau of Statistics, the cumulative retail sales of apparel goods of enterprises above designated size were RMB189.48 billion in January and February 2023, up by 6.4% year-on-year; the growth rate is 14.1 percentage points higher than that of 2022. In the future, China’s garment companies will continue to develop towards a high-end and branded trend and will be further recognized by consumers. It is expected that the retail sales will reach RMB1.10718 trillion in 2025. In addition, with enhanced comfort and design, domestic upmarket menswear brands are increasingly accepted by the market, so they have accelerated the pace to open up more stores. With the gradual recovery, there will be huge market space for domestic upmarket menswear brands with strong product quality, high brand recognition, and continuously upgraded channel formats. 3. With the rise of outdoor sports, high-end outdoor apparel brands experience a massive surge. In recent years, under the influence and boost of various factors, short-distance tours around the local area have been booming, driving the surge of outdoor sports such as mountaineering, hiking, cycling, Frisbee, camping, and land surfing. The camping industry registered a growth rate of 22.2% and 62.5% in 2020 and 2021, respectively. In 2022, the camping market grew 18.6% to RMB35.46 billion. According to the Report on China’s Camping Industry Status and Consumption Behavior 2021-22 published by iiMedia Research, the core market size of China's camping economy is expected to reach RMB248.32 billion in 2025, which will drive the entire market size to RMB1.44028 trillion. In November 2022, the Ministry of Culture and Tourism of the P.R.C., in joint efforts with other departments, promulgated the Guiding Opinions on Promoting the Healthy and Orderly Development of Camping Tourism and Leisure, which proposes an objective of RMB3 trillion for the outdoor sports industry in 2025, thereby hitting the “accelerator” for outdoor activities. Data of LeadLeo Research Institute shows that China’s new middle class has swollen from 53 million in 2010 to 400 million. According to a survey conducted by DT Finance, 86% of the new middle class participates in outdoor activities in daily life, of which 66.2% are regular outdoor goers. As a result, with the rise of outdoor sports and the increase of the new middle class, the concept of high-quality and refined consumption will drive the massive surge of upmarket outdoor apparel brands. 4. As Gen Z appears on the horizon, casual wear, sportswear and “China-chic” styles enjoy high popularity. In accordance with the Investigation and Analysis Report on the Development and Consumption Trend of China’s Garment Industry 2022-23 released by the iiMedia Research, the young and middle-aged and Gen Z constitute the main consumers of China’s garment industry, accounting for 84.8% in total. The top three apparel styles preferred by Chinese consumers are casual wear, sportswear, and what’s trending in the season, taking up 59.5%, 45.6% and 29.0%, respectively. As the per capita disposable income of Chinese residents and the proportion of urban population increase year by year, a higher proportion of Gen Z lives in cities, who are characterized by better material conditions, greater spending power, higher values and stronger brand viscosity. They have a greater acceptance of “China-chic” brands. “China-chic” products are embedded with the attributes of traditional Chinese cultural IPs, which have attracted a large number of new-generation consumers, with increasingly higher influence in the apparel industry. During the reporting period, there were no significant changes to national taxation, import and export policies that would exert a significant impact on the Company against the industry to which the Company belongs. II. Principal Businesses of the Company during the Reporting Period The Company shall comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. (I) Principal Businesses BIEM.L.FDLKK Garment Co., Ltd. mainly engages in garment research and design, brand promotion and digital operation, marketing network construction and supply chain management. Adhering to the positioning of a high-end fashion sportswear brand, the Company focuses on its principal businesses. The Company has established a core value of “one dedication and three haves”, i.e. dedication to principal business and continuous innovation, and having passion, resilience and responsibility, and has defined being “international, upmarket, youthful and standardized” as its goals in the current stage. It is dedicated to meeting the multi-scenario dressing needs of the elites for the pursuit of a refined and beautiful life, with a brand design concept of “three highs and one innovation”, i.e. “high quality, high taste, high technology and innovative spirit”. Upholding the mission of “continuously creating values for consumers”, the Company aims to build a century-old, world-renowned clothing group. The Company focuses on the garment sector and implements a multi-brand strategy. Priority is given to the cultivation of core competitiveness, so as to build a leading brand in the sector. Currently, the Company owns three brands: BIEM.L.FDLKK, Golf Fashion and CARNAVAL DE VENISE. 1. BIEM.L.FDLKK brand The BIEM.L.FDLKK brand targets at the segment combining golf and fashionable and casual life. Continuous product innovation, an upmarket casual sportswear brand. The BIEM.L.FDLKK brand comprises Life series, Fashion series, and Palace Culture series. (1) Life series BIEM.L.FDLKK Life series The Life series adopt internally-renowned fabrics and accessories, ultimate craftsmanship and brilliant designs to ensure high quality and high taste. The series target at consumers who are keen on casual, comfortable, low-key and luxurious clothing, and pay attention to their own image and influence. (2) Fashion series BIEM.L.FDLKK Fashion series The Fashion series integrate elements of international trends and use high-quality fabrics and acme tailoring to ensure the fashion sense and quality of the products. The series target at young consumers with a taste for personality and accessible luxury. (3) Palace Culture series co-branded with the Forbidden City BIEM.L.FDLKK Palace Culture series The Palace culture of the Forbidden City is a symbol of nobility and classics, which has withstood the changes of the times with endless new vitality. Golf is the representative of aristocratic culture. The Company combines the design essence and spiritual charm of the two and gives them a new taste and charm with quality craftsmanship, to show the national confidence of contemporary Chinese people. Under continued, in-depth cooperation with the Palace culture of the Forbidden City and the intangible cultural heritage of Su embroidery, the Company has successively launched a series of co-branded products, including “Zhen Dou Yi Ni” (the Emperor is at your service), “Tian Guan Ci Fu” (heaven official’s blessing), “Fu Lu Shou” (three gods of fortune, prosperity and longevity), “Feng Tian Cheng Yun” (Mandate from Heaven), “Rui Hu You Fu” (tiger sending blessing), and “Yu Tu Chao Yuan” (rabbit paying respect to the moon at the beginning of the New Year). These joint products bring trendy clothes with signature Chinese styles to consumers. 2. Golf Fashion brand The Golf Fashion brand is positioned as a high-end fashion sportswear. Using the world’s leading functional fabrics and integrating characteristics of golf and other outdoor sports into design, the products boast both functionality and comfort. Target consumers are enthusiasts of golf and other outdoor sports who value sports, fashion and functionality. Golf Fashion brand The Golf Fashion brand is derived from the Company’s high-end fashion series and adheres to the style of being “young, fashionable and innovative”. Under the leadership of the new Korean designer, the fashion sense of the brand has been improve d and SKUs have been enriched. The Company has opened separate stores for the Golf Fashion brand, which will further enhance the consumption experience of high-end consumers for fashionable sportswear. 3. CARNAVAL DE VENISE brand apparel, focusing on matching clothes for families and couples. Focusing on a segmented market, the products can satisfy the multi-scenario dressing needs of middle-class consumers in high-quality travels. It is hoped that when people think of vacation travel apparel, CARNAVAL DE VENISE would be the first to pop up in their minds. During the reporting period, the CARNAVAL DE VENISE brand ( ) furthered cooperation with Snoopy and added the Doraemon series, a well-known Japanese IP. In the future, the Company will launch more designer joint series and cross-brand joint series, to meet the demands of middle-class consumers for themed and cultural products. (II) Business models of the Company 1. Operation model: committed to high value-added links on the business chain such as product design and development and brand operation As the operator of a domestic high-end fashion sportswear brand, the Company adopts the “dumbbell” business model; that is, it focuses on the core upstream links with high value addition such as product design and development, brand operation, development and control of sales channels, and outsources links of low value addition such as production, transportation and distribution. Such a business model takes on the “U-shaped smile curve” with division of labor in the industry chain as the horizontal axis and value addition as the vertical axis. U-shaped smile curve 2. Design and development model: building high-end, differentiated products with ingenuity and craftsmanship Adhering to the product design and development concept of “three highs and one innovation”, i.e. high quality, high taste, high technology, and innovative spirit, the Company improves the taste and cultural connotations of products through fabric innovation, process innovation, plate innovation, and crossover design innovation. It strives to offer consumers with high-value products and meet their differentiated demands in consumption upgrading. The product design and development process of the Company mainly comprises four stages: market data analysis and forecast, conception and initial design, plate making and review, verification on ordering meetings and design finalization 3. Sales model: online + offline omni-channel layout The Company mainly adopts a sales model of direct sales plus franchise, and it boasts obvious advantages in offline channels. The stores of the Company are divided into company-operated stores and franchise stores. Currently, the Company mainly sets up company-operated stores in the first- and second-tier cities and franchise stores in other cities. Meanwhile, the Company makes active deployments in digital new retail channels, and has opened flagship stores on Tmall, JD and Vipshop. Livestream shopping and recommendations on Xiaohongshu (Little Red Book), TikTok and WeChat mini-programs are also utilized to tap customers with high stickiness and products with high repurchase rates. An omni-channel layout has been built with the integration of offline and online channels. Channel layout of the Company (III) Status of the Company in the industry 1. Taking up the largest market share for five consecutive years, T-shirts have become a super category of the Company. According to a statistical survey on T-shirt sales of national large-scale retail enterprises conducted by the China General Chamber of Commerce and the China National Commercial Information Center, the comprehensive market share (weighted average of market share by volume and market coverage) of BIEM T-shirts dwarfed other brands of the same category for five consecutive years (2018-2022). Judging from the sales volume for five consecutive years, T-shirts have become a super category of the Company. From 2022 onwards, the Company started to tap the advantages of the category and implemented strategic upgrading under the driving of a single category, with a view to building itself into the “T-shirt Expert”. This could facilitate the further open-up of market space. In accordance with data of the Report on Market Panoramic Survey of China's T-shirt Industry and Investment Evaluation 2020-2025 published by ACADEMIA SINICA, billions of T-shirts are sold each year worldwide. As a major consumption market of T-shirts, China consumes more than 3 billion T-shirts annually. When China’s per capita GDP exceeded US$3,000, people would raise higher demands for apparels' quality and taste. Therefore, high-end T-shirts will occupy greater market space. 2. Golf Fashion series rank first in overall market share for six consecutive years (2017-2022). According to a statistical survey on national large-scale retail enterprises conducted by the China General Chamber of Commerce and the China National Commercial Information, the Company’s Golf Fashion series ranked the first in comprehensive market share (weighted average of market share by volume and market coverage) among the same category in 2022, which has been maintained for five consecutive years (2017-2022). In 2022, the Company opened independent stores and initiated independent operations for high-end sports series. Positioned as high-end fashion sportswear, the Golf Fashion series aim to provide high-value experience to enthusiasts of golf and other outdoor sports who value fashion and functionality. Opening independent stores for the series could further enhance the experience of high- end consumers toward fashion sportswear. 3. Continue to sponsor the China National Golf Team and firmly occupy the leading position in the domestic professional golf apparel market. parties have renewed the sponsorship for another eight years. The Company continuously provides professional training and competition uniforms for the national team with constant innovations and the craftsmanship spirit. The uniforms have witnessed Chinese national confidence and Chinese brand confidence in international competitions such as the Olympic Games and the World Cup. This is our way of contributing to China’s golf industry. In 2022, BIEM.L.FDLKK researched and designed uniforms for the national team to help them prepare for the Hangzhou Asian Games. Next, the Company will design new five-star uniforms for the national team to help them compete in the Paris 2024 Olympics and win glory for the country. Themed photos featuring the China National Golf Team and BIEM.L.FDLKK products shot at the 73th anniversary of the founding of the People’s Republic of China Celebrating the motherland’s birthday in the name of youth and passion, and demonstrating the national responsibility of a high- end sportswear brand III. Analysis of Core Competitiveness (I) Competitiveness in respect of brand: differentiated brand positioning + golf gene + multi-brand strategy In terms of brand positioning, the Company has accurately grasped the form and spirit of the golf sport and golf apparel. The products give a distinct golf visual cognition to consumers. The Company, with the spirit of craftsmanship, has showcased the “sunshine, healthy, and self-confidence” culture of the golf sport in its products. By advocating the healthy and slow life concept of golf, it has formed a unique brand tonality in terms of brands, products, styles and culture with differentiated positioning. Golf culture has become the cultural gene of the Company’s brands. After years of accumulation, the Company has forged an image of a differentiated “big brand” in the minds of consumers. Through the multi-brand development and differentiated market positioning strategy, the Company continues to focus on quality segmented markets. The BIEM.L.FDLKK brand has formed a comprehensive and quality product system that comprises the Life series, Fashion series and Palace Culture series. The brand provides fashionable and trendy products with signature Chinese elements to meet the differentiated needs of consumers in different scenarios. The Golf Fashion brand targets at the professional golf apparel segment and digs deep into potentials of the high-end casual sportswear market with professional, youthful and fashionable products. new brand worth tens of billions that would pop up in the minds of consumers whenever they think of vacation travel apparel. BIEM.L.FDLKK Brand Ambassador——Wu Zun (II) Competitiveness in respect of products: innovation driven + three “highs” + proficient design and development team Products are the core of brands while quality is the lifeline of brands. Adhering to the product design and development philosophy of “three highs and one innovation”, i.e. high quality, high taste, high technology, and innovative spirit, the Company strives to offer “three highs” products to consumers through innovation and pursuit of high-quality fabrics, bright colors, novel styles and fine workmanship. In order to ensure product quality, the Company insists on strictly selecting high-grade and high-performance fabrics and maintains stable cooperative relations with renowned fabric suppliers in Italy, South Korea and Japan that are also partners of international top brands. Technical and R&D staff of the Company regularly communicated with fabric suppliers. Sometimes, joint efforts are made to conduct targeted development based on style characteristics of the Company's products. The Company is equipped with a high-quality design and development team, who have years of experience in the design of luxury brands and golf apparel series of international well-known brands. They are highly proficient in aspects like design concepts, color application, process design and performance, fabric processing and grasping, etc. When it comes to design, priority is given to the use of new technologies, new techniques and high-tech fabrics. Under the guidance of cross-border design concepts, sports elements, leisure elements and fashion elements are fused to achieve the unity of functionality and aesthetics. Each year, the Company’s design department will come up with over a thousand designs, which is a testimony to its strong R&D and design capabilities. Up to now, the Company has 143 invention patents and utility model patents. In the future, the Company will continue to increase investment in research and development and continuously improve the competitive edges of its products through fabric innovation, plate optimization, design breakthroughs and cultural empowerment. (III) Competitiveness in respect of channels: quality offline channels + digital new retail The Company has built a marketing network with coverage of all models featuring “quality offline channels + digital new retail”. Wherein, the quality offline channels have covered high-end department stores, shopping centers, airports, high-speed rail hubs provinces, autonomous regions and municipalities, including core business districts, high-end department stores, airports, well- known golf clubs, etc. The number of stores at the end of 2022 reached 1191, up by 91 compared with the end of 2021, of which 579 were company-operated stores and 612 were franchise stores. Moreover, in terms of digital new retail, the Company actively deploys online channels and carries out in-depth cooperation with e-commerce platforms. Through livestreaming platforms, it steers quality VIP customers from offline to online. An “offline + online” channel layout could provide consumers with more choices and more convenient services. (IV) Competitiveness in respect of marketing: integrated marketing + precision marketing The Company, closely focusing on main target consumer groups, implements integrated marketing from commodity planning, product design, terminal visual image, and window advertising to product display, brand endorsement and planning of marketing activities. As products of the Company are positioned at high end, the Company has analyzed the habits of target consumer groups and adopted a series of new media marketing measures thereupon. A matrix of measures including celebrity endorsement, sports competition sponsorship, entertainment marketing, event marketing, and contribution to public welfare activities were implemented, to continuously enhance brand awareness and reputation. (V) Competitiveness in respect of management: long-term stable team + experienced management The Company boasts a management team with rich experiences, consistent philosophy, aggressiveness, dedication and perseverance. They have a deep and thorough understanding of China’s golf apparel culture and market. Core executives have been granted shares of the Company, thereby guaranteeing the stability and sustained development of the management. Meanwhile, with years of experience in the industry, the management has a rather clear idea about the Company’s positioning, development strategies and management improvement. The Company has established a business process catering to brand and corporate operations, a terminal management system with strong control, a supply chain system with fast responses, and a （未完）  |