[年报]洋河股份(002304):2023年年度报告（英文版）
原标题:洋河股份:2023年年度报告（英文版） 2023 Annual Report April 2024 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, the responsible person for the Company, Mr. Yin Qiuming, the responsible person for accounting affairs and Mr. Zhao Qike, the responsible person for accounting department (the 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 1,506,445,074 shares, a cash dividend of CNY 46.60 (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 2023 Annual Report was publicly disclosed on the Shenzhen Stock Exchange and www.cninfo.com.cn on 27 April 2024. 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……………………………………….…6 Section Ⅲ Management Discussion and Analysis………………………………………………11 Section Ⅲ Corporate Governance…………………………………………………………………..…34 Section Ⅲ Environment and Social Responsibility……………………………………………..69 Section Ⅲ Significant Events……………………………………………………………………………..76 Section Ⅲ Changes in Shares and Information about Shareholders…………………..93 Section Ⅲ Information about Preference Shares………………………………………………103 Section Ⅲ Information about Bonds………………………………………………………………..104 Section Ⅲ Financial Reports………………………………………………………………….…………105 Document Catalog (I) Financial statements containing the signatures and seals of the person in charge of the Company, the accounting head, and the person in charge of the accounting body (accounting manager). (II) The original audit reports with the seal of the accounting firm and the signatures and seals of the certified public accountants. (III) The originals of all Company documents and announcements publicly disclosed during the reporting period. Definitions
Section II Company Profile and Key Financial Results I. Corporate information
III. Information disclosure and place where the annual report is kept
IV. Company registration and alteration
V. 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 VI. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment or restatement of accounting data ?Yes □No The reason of retroactively adjust or restate Changes in Accounting Policies
Arising from Single Transactions" taking effect from January 1, 2023. For single transactions subject to Interpretation No. 16, the company retrospectively adjusts the cumulative effect amounts on financial statements to the earliest period's opening retained earnings and other related financial statement items, in accordance with differences in taxable and deductible temporary differences arising from recognizing lease liabilities and right-of- use assets. The Company's net profit before or after deducting non-recurring profits and losses in the last three fiscal years is 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 VII. 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 □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. VIII. Key financial results by quarter Unit: CNY
which have been disclosed in quarterly or semi-annual reports. □Yes ?No IX. Non-recurring profits and losses 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 as recurring profit and loss items. Section Ⅲ Management Discussion and Analysis I. Industry conditions faced by the company during the reporting period In 2023, the structured growth and intensifying competition of Chinese Baijiu market have become increasingly obvious. According to the data from the National Bureau of Statistics and the China Alcoholic Drinks Association, the nationwide output of Chinese Baijiu by enterprises with an annual revenue of over a certain scale amounted to 4,492,000.00 kiloliters, representing a decrease of 2.8% compared to the previous year. The operating revenue was CNY756.3 billion, a year-on-year increase of 9.7%. Total profits before tax amounted to CNY232.8 billion, up by 7.5% year-on-year. The Chinese Baijiu industry exhibited resilience amidst adjustments. 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 major products are Dream Blue, Sky Blue, Ocean Blue, Sujiu, Zhenbaofang, Yanghe Daqu, Shuanggou Daqu and so on, which have high brand recognition and reputation nationwide. During the reporting period, the company continuously enhanced its operational management level and maintained a healthy development trend of "steady progress." In 2023, the company achieved an operating revenue of CNY33.126 billion, a year-on-year increase of 10.04%. The company realized a net profit attributable to shareholders of listed companies of CNY10.016 billion, a year-on-year increase of 6.8%. II. 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- Section Ⅲ Management Discussion and Analysis I. Industry conditions faced by the company during the reporting period In 2023, the structured growth and intensifying competition of Chinese Baijiu market have become increasingly obvious. According to the data from the National Bureau of Statistics and the China Alcoholic Drinks Association, the nationwide output of Chinese Baijiu by enterprises with an annual revenue of over a certain scale amounted to 4,492,000.00 kiloliters, representing a decrease of 2.8% compared to the previous year. The operating revenue was CNY756.3 billion, a year-on-year increase of 9.7%. Total profits before tax amounted to CNY232.8 billion, up by 7.5% year-on-year. The Chinese Baijiu industry exhibited resilience amidst adjustments. 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 major products are Dream Blue, Sky Blue, Ocean Blue, Sujiu, Zhenbaofang, Yanghe Daqu, Shuanggou Daqu and so on, which have high brand recognition and reputation nationwide. During the reporting period, the company continuously enhanced its operational management level and maintained a healthy development trend of "steady progress." In 2023, the company achieved an operating revenue of CNY33.126 billion, a year-on-year increase of 10.04%. The company realized a net profit attributable to shareholders of listed companies of CNY10.016 billion, a year-on-year increase of 6.8%. II. 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- 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 "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
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 2023, the total sales amount of the top five distributors was CNY 1,852.3571 million, accounting for 5.59% 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
III. 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 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/T22046-2008). In 2019, the company formulated 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. In 2023, the company released the “China's Baijiu Mellow Quality Development Report”, and comprehensively constructed the “mellow system”. 3. Talent advantage The Company has 46 Masters of Chinese Baijiu, 78 provincial Baijiu tasting committee members and 1,952 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 2023, the company's three scientific and technological achievements, "Research and Application of Innovative Technology for Mellow Baijiu", "Integrated Research and Industrial Application of Digital Technology for Mellow baijiu Brewing", and "Research on Autophagy and Antioxidant Effects of Mellow Baijiu" were identified by the China Light Industry Federation and have reached the leading level in the international arena. In the 7th National Sommelier Competition sponsored by the China Alcoholic Drinks Association, the company won the championship for six consecutive times, 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, Zhenbaofang, Dream Blue, Su, two national 4A scenic spots, two national industrial heritages, and a national key cultural relics protection unit. In 2023, in the "2023 World's Top 50 Most Valuable Spirits Brand Value" released by Brand Finance, a world-renowned brand value nd research institution, the company ranked fifth in the world with a brand value of USD6.848 billion and ranked 102 in the "China's 500 Most Valuable Brands" released by World Brand Lab, with a brand value of CNY85.761 billion. 5. Marketing network advantage The company has a marketing team with innovative ideas and strong 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. IV. Analysis of main business 1. Overview During the reporting period, the company actively has responded to environmental changes, adheres to empowering development through quality brands, strengthened marketing coordination and organizational scheduling, enhanced operational capabilities and operational efficiency. Amidst increasingly fierce market competition, it maintained an overall trend of "steady progress" in development. In 2023, the company achieved an operating revenue of CNY33.126 billion, a year-on-year increase of 10.04%; The net profit attributable to shareholders of the listed company was CNY10.016 billion, a year-on-year increase of 6.8%. Brand building had become more comprehensive. Firstly, based on the different connotations and product positioning of each brand, the company implemented differentiated brand communication strategies. It focused on major events such as the Davos Forum and the Shanghai Cooperation Organization Summit, conducted activities like the Gu Yu Forum and the opening ceremony of the "Head Row Wine Cellar," continuously elevating the brand stature of "Dream Blue". Leveraging sports IPs such as "I Love Sky Blue," it bridged the gap between Sky Blue products and consumers. Actively engaging with consumers, it further positioned Ocean Blue as a popular （未完）  |