[年报]泸州老窖(000568):2023年年度报告（英文）
原标题:泸州老窖:2023年年度报告（英文） 2023 Annual Report April 2024 2023 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 Song Ying, 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 1,471,987,769 shares, a cash dividend of CNY 54.00 (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 .................................................... 12 Section IV Corporate Governance ............................................................................ 53 Section V Environmental and Social Responsibility ................................................ 79 Section VI Significant Events ................................................................................... 91 Section VII Changes in Shares and Information about Shareholders....................... 99 Section VIII Preferred Shares ..................................................................................110 Section IX Information about Bond ......................................................................... 111 Section X Financial Report ......................................................................................117 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 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 ? Applicable ? N/A? 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? 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 2023, as the consumer market gradually returned to normal, the baijiu industry showed a trend of the coexistence of consumption upgrading and degradation, intensified differentiation, and more intense competition. Capacity optimisation, quality upgrading, technological innovation, cultural development, consumer experience, and service enhancement became the era characteristics for the baijiu industry of high-quality development. The industry development showed an increasingly obvious trend of concentrating on well-known production areas, famous brands, excellent culture, and high quality. The baijiu industry was gradually entering the era of existing competition and giant competition. Only enterprises that could create excellent products and services for consumers, had sound governance structures, and social values could stand out. 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 three 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 30.233 billion, up 20.34% year on year; and the net profit attributable to the shareholders of the listed company reached CNY 13.246 billion, up 27.79% 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 Unit: CNY
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 Baijiu” 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 & intelligent transformation. 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 Tsinghua 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, 13 senior professor engineers, 8 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, 1 skills leader of Tianfu, 3 craftsmen of Tianfu, 2 craftsmen of Sichuan province, 1 technological elite of Tianfu, 1 young science and technology talent 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 2023 marked the 450th anniversary of the building of the Cellars of National Treasure 1573 of Luzhou Laojiao. The Company firmly implemented the annual development theme of "promoting reform, enhancing collaboration, focusing on main areas and achieving leapfrog development", pursuing innovation while maintaining integrity, and striving for progress. The Company took solid steps in promoting the high-quality development of Luzhou Laojiao and achieved outstanding results that reached a new historical high. For the reporting period, operating revenue amounted to CNY 30.233 billion, up 20.34% year on year; and the net profit attributable to the shareholders of the listed company reached CNY 13.246 billion, up 27.79% year on year. The Company’s main operations and the results in the reporting period are summarized as follows: A. Making a breakthrough in sales with a surging business volume The Company vigorously overcame challenges around the marketing theme of "reform deepening, concentration on breakthroughs, digital empowerment, and going all out", with significant sales performance and market layout results. The business volume hit a new high. The brand of National Cellar 1573 achieved comprehensive coverage in the domestic market and was fully promoted in overseas markets; the brand of Luzhou Laojiao gained a strong basis in the granary market, and a stable and penetrating presence in the opportunity market. This move yielded more practical results. The deepening of key projects such as the "Hundred Cities Programme" further activated market consumption and increased market share. Operations led to increasing traffic. The "Lighthouse Programme" was deeply implemented, and the application of scene scanning was deepened, leading to geometric consumer growth. The campaigns set more benchmarks. The proactive marketing strategy was fully implemented, and the Chunlei Action focused on "promoting five codes, expanding outlets, and strengthening the atmosphere", continuously consolidating the channel foundation; the Autumn Harvest Action was conducted around "raising prices, strengthening channels, and promoting sell-through", continuing to strengthen the market consumption basis. B. Promoting consumption and upgrading ecosystems The Company continued to focus on consumer promotion and ecosystem building, and fully promoted the implementation and operation of the three-level public relations system. The quality of the ecosystem was better. The Company fully leveraged the role of public relations departments at all levels to carry out public relations activities in various ecosystems, building a larger ecosystem with better quality. Public relations operations had higher efficiency. The Company integrated public relations resources and cultivated and developed ecosystems, laying the foundation for sales conversion; it established a marketing service centre, developed a strong product promotion system, and fully leveraged the powerful role of sales, service sales, and promotion. The public relations team had stronger capabilities. The incentive mechanism for public relations professionals was continuously optimised, and the labour competition in the public relations system was successfully held, cultivating and outputting a large number of skilled professionals in business, organisation, and marketing. C. Guaranteeing production and improving quality and efficiency The Company's capabilities in capacity guarantee, quality guarantee, product guarantee, scientific research guarantee were constantly improved. Capacity guarantee was as solid as a rock. The Company fully leveraged the advantages of the Cellars of National Treasure and intelligent brewing, and continuously improved the utilisation rate of brewing resources and production efficiency. Quality guarantee was continuously perfected. The Company continuously carried out external audits on quality, food safety and organic systems, with a 100% pass rate. It participated in drafting and revising over 20 standards at all levels including national and industrial standards, and received national honours such as the "National Excellent Enterprise with Quality and Credit" and "National Quality and Integrity Benchmark Enterprise". Product guarantee was lean and efficient. The packaging material guarantee rate, product guarantee completion rate, and on-time delivery rate were constantly increasing; digital logistics operations achieved comprehensive coverage. The scientific research guarantee achieved remarkable results. The Company declared more than 20 scientific research projects for governments, associations, and other organisations at all levels; it organised 103 patent applications and published 44 scientific research papers; it was approved to establish the National Baijiu Industry Metrology and Testing Centre, which achieved a breakthrough from "zero" in the building of the national industry metrology and testing centre in Sichuan Province. D. Revitalizing brands and taking culture as the foundation The Company focused on the theme of "the 450th anniversary of continuous brewing of the Cellars of National Treasure 1573", and extensively carried out various cultural activities to promote the continuous recovery of the value of Luzhou Laojiao as a famous baijiu brand. The brand profundity was constantly enriched. The Company continuously explored and enriched the cultural connotations of "Living Dual National Treasures", and its brand culture shaping case won the first prize of National successfully selected as a national-level demonstration base for the productive protection of intangible cultural heritage from 2023 to 2025. The brand breadth was constantly expanded. The Company prioritised the precision and coverage of brand promotion to expand brand breadth, and opened up a new battlefield for brand building and consumer promotion through innovative marketing methods such as "Cellar Owner Festival"; by accurately pushing brand content through new media, the Company effectively reached and connected millions of young people. The brand height was continuously raised. With the help of global events such as the Belt and Road Forum for International Cooperation, the brand image was constantly enhanced. In collaboration with top competition events such as the Australian Open and the International Table Tennis Federation, the Company continuously upgraded crossover marketing in the cultural and sports fields; by carrying out a global cultural tour, the Company interpreted the spiritual connotation of "letting the world taste the Chinese flavour" through practical actions. The rankings of the Company's two brands were significantly improved in the lists such as the annual Hurun Most Successful Chinese Heritage Brands and the Kantar BrandZ Top 100 Most Valuable Chinese Brands. E. Empowered by digital and intelligent technologies and driven by innovation The Company firmly promoted the building of "digital and intelligent Luzhou Laojiao" and was awarded the title of Digital Intelligence Pioneer Enterprise of Sichuan Province. The benefits of digital marketing doubled. The Company continuously promoted the digitisation of channels, consumers, and employees, and established a digital management system and labelling system for core consumption assets. The digital and intelligent production efficiency was improved. The intelligent packaging centre was completed and put into operation, the first phase of the intelligent production scheduling （未完）  |