农夫山泉(09633) - 2021 - 年度财报

Company Overview and History - Nongfu Spring Co., Ltd. was established in 1996 and is a leader in the packaged drinking water and beverage industry in China[2][3] - The company was transformed into a joint stock company in June 2001 and listed on the Hong Kong Stock Exchange in September 2020 (stock code: 9633. HK)[2][3] - The company's H Shares were listed on the Hong Kong Stock Exchange on September 8, 2020, with the stock code 9633[10] - Nongfu Spring celebrated its 25th anniversary in 2021, expanding from one water source to eleven major sources nationwide[21] Product Portfolio and Market Strategy - Nongfu Spring's major products include packaged drinking water, tea beverage, functional beverage, and juice beverage[2][3] - The company sources all its packaged drinking water from quality natural water sources containing natural mineral elements[4] - The company launched new products such as "Tea brewing water" and "Changbai Snow" to enrich its drinking water product line[32][34] - The "Teaπ" brand expanded its presence by entering convenience stores and collaborating with QQ Music for marketing campaigns[35] - The company celebrated the 10th anniversary of its "Oriental Leaf" tea beverage and introduced new flavors like "Qinggan Pu'er" and "Genmaicha"[36] - The "Mix Milk Tea" product was launched in September 2021 with three flavors and a winter-limited cocoa milk tea variant in December[39][40] - The "Scream" beverage introduced China's first isotonic sports drink series with two flavors targeting different exercise intensities[41][43] - The "Vitamin Water" brand collaborated with the Strawberry Music Festival and Strawberry MDSK Music Festival to enhance brand awareness among young consumers[44] - The company launched a new sparkling soda water series in 2021, emphasizing 0 sugar, 0 calories, 0 fat, and 0 potassium sorbate[45] - The company pioneered a new category of "isotonic" professional sports drinks in China with an osmotic pressure range of 250-340mOsmol/L[46] - The company achieved a 9-month shelf life for its sparkling soda water beverages without adding preservatives[46] Financial Performance - Total revenue in 2021 reached RMB 29,696 million, a 29.8% increase compared to 2020[18][20] - Profit attributable to the owners of the parent increased to RMB 7,162 million in 2021, up from RMB 5,277 million in 2020[18][20] - Cash flow from operating activities in 2021 increased by 35.2% year-on-year to RMB 11,400 million[18][20] - Gross profit in 2021 was RMB 17,656 million, compared to RMB 13,508 million in 2020[16] - Total assets increased to RMB 32,896 million in 2021, up from RMB 25,859 million in 2020[17] - Cash and bank balances rose to RMB 14,784 million in 2021, compared to RMB 9,119 million in 2020[17] - The Board recommended a cash dividend of RMB 0.45 per share for the year ended December 31, 2021, totaling approximately RMB 5,061 million[21] - Revenue from tea beverage products in 2021 was RMB4,579 million, a 48.3% increase compared to 2020, accounting for 15.4% of total revenue[37] - Revenue from functional beverage products in 2021 was RMB3,695 million, a 32.3% increase compared to 2020, accounting for 12.4% of total revenue[41][42] - Revenue from juice beverage products in 2021 was RMB2,614 million, a 32.2% increase compared to 2020, accounting for 8.8% of total revenue[45] - Revenue from other products in 2021 was RMB1,750 million, a 66.0% increase compared to 2020, accounting for 6.0% of total revenue[45] - Revenue in 2021 increased by 29.8% to RMB29,696 million compared to RMB22,877 million in 2020[47] - Gross profit in 2021 increased by 30.7% to RMB17,656 million compared to RMB13,508 million in 2020[47] - Gross profit margin in 2021 was 59.5%, maintaining the level of 59.0% in 2020[47] - Sales and distribution expenses in 2021 increased by 31.2% to RMB7,233 million compared to RMB5,511 million in 2020[47] - Administrative expenses in 2021 increased by 32.3% to RMB1,751 million compared to RMB1,324 million in 2020[47] - Exchange losses in 2021 were RMB117 million, mainly due to foreign currencies obtained from funds raising[47] - Profit for the year increased by 35.7% from RMB5,277 million in 2020 to RMB7,162 million in 2021[48] - Long-term bank deposits, pledged deposits, and cash and bank balances increased by 74.5% from RMB9,119 million in 2020 to RMB15,909 million in 2021[48] - Interest-bearing borrowings increased by 3.6% from RMB2,414 million in 2020 to RMB2,500 million in 2021[48] - Inventory turnover days decreased from 69.5 days in 2020 to 54.8 days in 2021[48] - Trade and bills receivables increased from RMB358 million in 2020 to RMB476 million in 2021, with turnover days decreasing from 5.3 days to 5.1 days[48] - Trade and bills payables increased from RMB882 million in 2020 to RMB1,153 million in 2021, with turnover days decreasing from 32.6 days to 30.8 days[49][51] - Gearing ratio decreased from 15.9% in 2020 to 12.5% in 2021, mainly due to slower growth in interest-bearing borrowings compared to equity[50][52] - Capital commitments amounted to approximately RMB2,146 million as of December 31, 2021, mainly for construction of production plants and purchase of production equipment[57] - The Group held HK$1,485 million, US$491 million, and a small amount of other foreign currencies as of December 31, 2021, with exchange rates for USD and HKD both declining[55][56] - Bank deposits of RMB3.6 million were pledged by the Group as of December 31, 2021[58] - The Group's total number of employees exceeded 20,000 as of December 31, 2021, with total employee benefit expenses amounting to RMB2,882 million in 2021[59] Corporate Governance and Leadership - The company's registered office and headquarters are located at No. 181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, China[10] - The company's principal place of business in Hong Kong is at Room F, 6/F, CNT Tower, 338 Hennessy Road, Wan Chai, Hong Kong[10] - The company's board of directors includes executive directors Mr. Zhong Shanshan (Chairman and General Manager), Mr. Guo Zhen, Mr. Zhou Li, Ms. Zhou Zhenhua, and Mr. Liao Yuan[10] - The company's supervisory committee is chaired by Mr. Zhong Jigang, with members Mr. Liu Xiyue and Mr. Rao Minghong[10] - The company's joint company secretaries are Ms. Han Linyou and Ms. Mak Po Man Cherie[10] - The Company's Board consists of nine Directors, including five executive Directors, one non-executive Director, and three independent non-executive Directors as of December 31, 2021[86] - Mr. Zhong Shanshan serves as both the Chairman of the Board and General Manager, a dual role that the Board considers beneficial for the Company's management[83] - The Board has established three specialized committees to assist in decision-making and ensure effective governance[91] - The Company's senior management is responsible for daily operations and implementing strategies set by the Board, reporting to both the Board and the Supervisor Committee[91] - The Board reviews its structure periodically to ensure it aligns with the Group's business strategies and maximizes operational efficiency[84][87] - The Company adheres to the Corporate Governance Code, with the exception of code provision C.2.1, which allows the Chairman and General Manager roles to be held by the same individual[83] - The Board is responsible for setting business strategies, investment plans, and ensuring compliance with legal and regulatory requirements[91] - The Company has implemented a Model Code for securities transactions by Directors, Supervisors, and related employees, with all confirming compliance during the reporting period[85][88] - The Board ensures a balance of power and authority through its experienced and high-caliber composition, including five executive Directors and three independent non-executive Directors[83][86] - The Supervisor Committee oversees the Board and senior management's performance, as well as the Company's financial activities, risk management, and internal control[91] - The Board established an audit committee, a remuneration committee, and a nomination committee, each providing recommendations to the Board based on their respective terms of reference[95] - During the reporting period, the Board focused on improving the corporate governance system, including developing internal management rules, arranging professional training for Directors, and ensuring compliance with regulatory requirements[96] - Ms. Qiu Hongying resigned as Supervisor and Chairman of the Supervisory Committee on April 16, 2021, and Mr. Zhong Jigang was appointed as her successor on June 25, 2021[98][99] - The Company held 5 Board meetings and 1 general meeting during the reporting period, with all Directors maintaining full attendance[100][101] - The senior management provided timely updates on business activities and development to the Board, and Directors with conflicts of interest abstained from voting on relevant resolutions[102] - All Directors participated in continuous professional development, including seminars, training courses, and reading materials on corporate governance, to enhance their knowledge and skills[103][104] - The Company arranged and funded suitable training for Directors, ensuring compliance with the Corporate Governance Code and providing updates on regulatory developments[104] - The Audit Committee consists of three members, including two independent non-executive directors and one non-executive director, with Mr. Stanley Yi Chang serving as the chairman[108] - The Audit Committee held two meetings during the reporting period, with all members attending both meetings[110] - The Audit Committee reviewed the interim report for the six months ended June 30, 2021, confirming compliance with applicable accounting principles and adequate disclosures[112] - The Audit Committee reviewed the annual result announcement for the year ended December 31, 2021, confirming compliance with all applicable accounting standards and sufficient disclosures[113] - The Audit Committee reviewed the remuneration of the auditors for 2021 and recommended re-appointing Pan-China Certified Public Accountants LLP and Ernst & Young as domestic and overseas auditors for 2022, respectively[114] - The Audit Committee reviewed the Company's financial control system, risk management, and internal control systems, ensuring effective systems were established by management[108] - The Audit Committee reviewed the Company's policies and practices on financing and accounting[109] - The Audit Committee ensured proper channels were established for employees to report potential improprieties in financial reporting or internal controls confidentially[109] - The Audit Committee reviewed the Explanatory Letter on Audit submitted by the external audit agency and any material questions raised by the external audit agency regarding accounting records, financial accounts, or internal control systems[109] - The Audit Committee was satisfied with the effectiveness and sufficiency of the internal control mechanism in its operations[113] - The Nomination Committee comprises three Directors, including one executive Director and two independent non-executive Directors, with Mr. Zhong Shanshan serving as the chairman[115] - The Nomination Committee is responsible for formulating nomination procedures and standards for Director candidates, including reviewing the Board's structure and composition annually[115] - The Nomination Committee conducts research on the criteria, procedures, and methods for selecting directors and senior management members[115] - The Nomination Committee identifies qualified candidates for directors and senior management members within the Company and the talent market[118] - The Nomination Committee evaluates candidates for directors and senior management members and makes recommendations to the Board[118] - The Nomination Committee assesses the independence of independent non-executive directors[115] - The Nomination Committee reviews and approves compensation for executive directors and senior management members to ensure fairness and reasonableness[123] - The Nomination Committee holds one meeting during the reporting period, with all members in attendance[120] - The Nomination Committee has implemented a Board diversity policy, considering factors such as gender, age, and professional experience[119] - The Nomination Committee annually reviews the Board diversity policy to ensure its effectiveness[119] - The Remuneration Committee consists of three Directors, including one executive Director and two independent non-executive Directors, with Mr. Lu Yuan serving as the chairman[124] - The Remuneration Committee held one meeting during the reporting period, with all members attending[128] - The Remuneration Committee approved the Employee Share Incentive Scheme and reviewed the remuneration policy and structure of the company[129] - The company paid RMB 6,789,000 for statutory audit services and RMB 460,000 for non-audit services, mainly for ESG reporting consultancy[133] - The Directors confirmed that the Group's financial statements were prepared in accordance with legal requirements and applicable accounting principles[135] - Shareholders holding more than 10% of the company's shares can request an extraordinary general meeting, but their shareholding must not fall below 10% before the meeting announcement[136] - Shareholders holding more than 3% of voting shares can propose new agenda items at least 10 days before a general meeting, and the convener must issue a supplementary notice within 2 days of receiving the proposal[136] - The company amended its Articles of Association on June 25, 2021, to comply with regulatory requirements, including updates on shareholders' capital contribution information and general meeting procedures[136] - The company completed the registration and filing of the amended Articles of Association with the Zhejiang Administration for Industry and Commerce on July 5, 2021[136] - At the time of establishment, the company issued 147,000,000 ordinary shares with a par value of RMB 1 per share, and the capital contribution was made in the form of net assets on April 28, 2001[139] - Yangshengtang Co., Ltd. holds 61.43% of the company's shares, making it the largest shareholder[140] - Hainan Baoyi Agricultural Products Processing Co., Ltd. holds 23.21% of the company's shares[140] - Hainan Yangpu Bochuang Investment Management Co., Ltd. holds 10% of the company's shares[140] - Shanghai New Century High Technology Services Ltd. holds 5% of the company's shares[140] - Hainan Damen Advertising Co., Ltd. holds 0.36% of the company's shares[140] - The company has effectively improved investor relations in 2021 by participating in multiple investor/analyst communication meetings, investment forums, and investor events[143][144] - The company plans to maintain ongoing and effective communication with shareholders and investors through roadshows after interim and annual results announcements, as well as through general meetings[143][144] - Mr. Zhong Shanshan and Yangshengtang have complied with the terms of the Non-Competition Undertaking during the year ended December 31, 2021, and no remedy action was taken by the company[145][146][147] - Any new business opportunities that directly or indirectly compete with the Restricted Business in China during the term of the Non-Competition Undertaking should be recommended or introduced to the Group[148] - The company has established a risk management and internal control system to manage risks related to business objectives, financial reporting, and compliance with laws and regulations[150][152] - The risk management system includes three lines of defense: departments as the first line, the Board office and management as the second line, and audit, legal, and supervisory committees as the third line[151][153] - Major risks in 2021 included business risks (e.g., pandemic, competition, supply chain), financial risks (e.g., taxation, currency), compliance risks, and internal control risks[154] - The company has adopted financial risk management policies to control exposure to taxation, currency, and financial reporting risks[154] - Compliance risks are managed through internal procedures, professional advisors, and employee training on responsible marketing, anti-corruption, and intellectual property[155] - The company has implemented information management system controls to prevent the leakage of sensitive information and ensure proper handling of inside information[155] - The risk management framework includes policies, procedures, and a three-line defense system to identify and control major risks within acceptable levels[155] - The effectiveness of the risk management and internal control systems is evaluated through management, business units, audit teams, external auditors, and consultants[155] - The Group's audit and inspection team focuses on business risks, financial risks, and compliance risks, achieving more comprehensive and accurate risk control through agile audits[157] - The Group's financial reporting and information disclosure processes strictly comply with the Listing Rules, with established procedures for information reporting, reviewing, and disclosure[158] - The Board reviewed the risk management and internal control system and concluded it is effective and sufficient, with no material deficiencies or weaknesses identified[160] - Ms. Han Linyou and Ms. Mak Po Man received no less than 15 hours of professional training in the last financial year, complying with Rule 3.29 of the Listing Rules[164] - Mr. Zhong Shanshan, the founder and Chairman, is responsible for the company's overall development strategies, business plans, and major operational decisions[166] - Mr. Zhong Shanshan served as the chairman of Beijing Wantai Biological Pharmaceutical Enterprise Co., Ltd. from November 2001 to January 2021[167] - Mr. Guo Zhen was appointed as an executive Director in December 2019 and a Deputy General Manager of the Company in March 2020, responsible for overall production and operation[167] - Mr. Zhou Li was appointed as an executive Director in September 2019 and the Deputy General Manager of the Company since July 2019, responsible for product research and development, quality management, technology-related regulations, and legal affairs[167] - Ms. Zhou Zhenhua was appointed as an executive Director in September 2019 and as the Chief Financial Officer in November 2007, responsible for financial matters and external investment[170] - Ms. Zhou Zhenhua has been assisting Mr. Zhong Shanshan in managing the overall operations of the Company as an assistant to the General Manager since March 2014[170] - 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