北京 京 宮 宮 隆 武 中 道 道 ， BEIJING JINGKELONG COMPANY LIMITED (於 中 韋 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司) (股份代號 : 814) l 2h *6 EIRER 12 20 202 中 期 報 告 | --- | --- | |----------------------------|--------| | 目錄 | | | | 頁碼 | | 公司資料 2-3 | | | 財務摘要 4 | | | 管理層討論及分析 5-14 | | | 其他資料 15-18 | | | 審閱報告 19-20 | | | 合併資產負債表 21-22 | | | 公司資產負債表 23-24 | | | 合併利潤表 25-26 | | | 公司利潤表 27 | | | 合併現金流量表 28-29 | | | 公司現金流量表 30-31 | | | 合併股東權益變動表 | 32-33 | | 公司股東權益變動表 | 34-35 | | 2020 年 1-6 月財務報表附註 | 36-112 | 公司資料 | --- | --- | |-------- ...

| --- | --- | --- | |-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | | | | | | | | | | | | | | BEIJING JINGKELONG COMPANY LIMIT (a joint stock limited company incorporated in the People's Republic of China) (於中華人民共和國註冊成立的股份有限公司) | | Stock Code 股份代號: 0814 leg galdi 回 3 l -1 0 ANNUAL REPORT 2019 年報 Contents 目錄 Corporate Information 2-5 公司資料 Group Structure 6 集團架構 Chairman's Statement ...

Financial Performance - The company's main business revenue for the six months ended June 30, 2019, was approximately RMB 5,324,902,003, an increase of about 3.6% compared to the same period last year[9]. - Gross profit was approximately RMB 776,454,443, representing an increase of about 5.2% year-on-year[10]. - Total profit amounted to approximately RMB 83,826,542, which is an increase of about 6.4% compared to the previous year[11]. - Net profit attributable to the parent company was approximately RMB 30,133,697, reflecting a year-on-year increase of about 3.8%[12]. - Retail business revenue decreased by approximately 5.9% to RMB 2,109,605, primarily due to a 5.03% decline in same-store sales and increased promotional activities[27]. - The wholesale business achieved a main operating revenue of RMB 3,199,323, reflecting an 11.3% increase compared to the previous year[35]. - The gross margin for the wholesale business improved to 11.8%, up by 0.5 percentage points from the previous year[35]. - The company reported a total debt of RMB 2,164,344,991, with a debt-to-asset ratio of approximately 74.2%, slightly higher than 72.6% from the previous year[45]. - The company’s employee costs totaled RMB 401,697,284, reflecting an increase from RMB 396,064,492 in the previous year[48]. - The company reported a financial expense of RMB 99,895,782, an increase from RMB 87,955,119 in the previous year, reflecting a rise of 9.93%[83]. - Investment income decreased significantly to RMB 1,222,315 from RMB 11,891,593, indicating a decline of 89.76%[83]. - The company’s total profit for the first half of 2019 was RMB 83,826,542, compared to RMB 78,773,847 in the same period of 2018, marking an increase of 6.01%[83]. - The company experienced a net decrease in total equity of RMB 45,477,668 during the reporting period[98]. Business Operations - The company opened 8 new "Jingjie" community fresh convenience stores, bringing the total to 30 by the end of June 2019[15]. - The company is actively promoting the integration of online and offline sales channels, with a new app launched to enhance customer shopping experience[19]. - The company continues to implement a direct sourcing strategy for fresh products, focusing on health, green, and convenient offerings[18]. - The company is enhancing its product innovation through a mechanism for evaluating proprietary and customized products, leveraging big data for market analysis[17]. - The company is expanding its community service offerings in stores, including laundry and mobile repair services, to increase customer engagement[15]. - The company is increasing the number of stores that offer pharmaceutical products as part of its convenience store pilot program[15]. - The group has actively expanded its brand resources by introducing new domestic and international brands, enhancing its product offerings[31]. - The logistics system has been optimized, improving resource utilization and increasing the scale of third-party logistics operations[32]. - The group has implemented various marketing strategies, including a large promotional event for its 25th anniversary, enhancing customer engagement[22]. - The company plans to accelerate new product development and enhance the fresh food supply chain to meet consumer demand in the second half of 2019[51]. - The company aims to strengthen cooperation with upstream suppliers and enhance its own brand development in the wholesale business[51]. Financial Position - The company’s current assets amounted to RMB 4,934,587,968, with cash and cash equivalents at RMB 704,959,975[44]. - Total current assets amounted to RMB 4,934,587,968, a decrease from RMB 5,410,195,756 year-over-year[72]. - Cash and cash equivalents were reported at RMB 809,850,644, down from RMB 1,146,910,207[72]. - Accounts receivable decreased to RMB 1,316,816,263 from RMB 1,490,822,972, indicating a reduction of approximately 11.6%[72]. - Total non-current assets reached RMB 3,322,471,567, compared to RMB 2,277,604,072 in the previous year, reflecting a significant increase[75]. - Total liabilities amounted to RMB 6,125,537,498, compared to RMB 5,510,800,123, showing an increase of approximately 11.1%[75]. - Shareholders' equity totaled RMB 2,131,522,037, a decrease from RMB 2,176,999,705, indicating a decline of about 2.1%[75]. - The company reported a total asset value of RMB 8,257,059,535, up from RMB 7,687,799,828, representing an increase of approximately 7.4%[75]. - The company’s total liabilities were RMB 1,276,095,999, reflecting a manageable debt level[98]. Shareholder Information - As of June 30, 2019, the company had a total of 2,022,579 shares held by Li Jianwen, representing approximately 0.88% of the issued domestic shares and 0.49% of the total issued share capital[58]. - The largest shareholder, Beijing Chaoyang Sub-Food Company, held 167,409,808 shares, accounting for approximately 72.77% of the issued domestic shares and 40.61% of the total issued share capital[61]. - China Galaxy International Asset Management (Hong Kong) Co., Limited held 18,080,000 H shares, representing approximately 9.93% of the issued H shares and 4.39% of the total issued share capital[64]. - China Galaxy International SPC held 16,690,000 H shares, accounting for approximately 9.16% of the issued H shares and 4.05% of the total issued share capital[64]. - The company’s total issued share capital includes both domestic and H shares, with significant holdings concentrated among a few major shareholders[61][64]. Compliance and Governance - The financial statements were reviewed and found to be in accordance with the accounting standards, reflecting the company's financial position as of June 30, 2019[70]. - The company reported no significant misstatements in its financial statements during the review process[70]. - The review was conducted in accordance with the Chinese Certified Public Accountant Review Standards, providing limited assurance on the financial statements[70]. - The report was issued by Ruihua Certified Public Accountants, confirming the accuracy of the financial statements as of June 30, 2019[70]. - The financial report was approved by the board of directors on August 23, 2019, reflecting timely governance practices[112]. - The company’s financial statements are prepared in accordance with the relevant accounting standards, ensuring transparency and compliance[113]. Accounting Policies - The group uses Renminbi as its functional currency for accounting purposes[3]. - The scope of consolidated financial statements is determined based on control, including all subsidiaries controlled by the company[121]. - The financial statements of subsidiaries with different accounting policies or periods are adjusted to align with the company's policies[122]. - The group recognizes revenue from sales of goods when the customer obtains control of the goods and the group has the right to receive payment[194]. - Retail sales revenue is recognized when the goods are sold to consumers and the group receives payment or the right to collect payment[198]. - For wholesale sales, revenue is recognized when the goods are dispatched and accepted by the customer, and the group obtains payment rights[198]. - The group conducts impairment tests on long-term assets, including fixed assets and intangible assets, to determine if their recoverable amount is less than their carrying value[188]. - Impairment losses are recognized when the recoverable amount of an asset is lower than its carrying value, and these losses cannot be reversed in future periods[191].

Business Strategy and Innovation - In 2018, the Group focused on data mining and analysis, optimizing product categories, and planning marketing strategies through big data [28]. - The Group accelerated the innovation of its business, expanding community live and fresh produce convenience stores [28]. - The Group emphasized frequently purchased and inelastic fresh products to enhance customer convenience while introducing new products [28]. - The Group pursued online and offline integration development opportunities, enriching online product coverage and promoting online business growth [28]. - New types of items such as self-service cashiers and electronic price tags were introduced to improve shopping efficiency [28]. - The Group's strategies demonstrated a consolidation of endogenous growth capacity by adapting to changes in consumer demand and consumption habits [28]. - The Group's management focused on continuous standardization, specialization, and simplified management [28]. - The Group plans to enhance online and offline integration through advanced technologies such as mobile Internet and big data in 2019 [33]. - The Group aims to improve market perception sensitivity and adapt to new consumer demands through the upgrading of procurement and logistics systems [38]. - The Group will continue to expand its low-temperature refrigeration business to increase market share in the cold chain [38]. - The Group transformed and upgraded 11 stores, including 3 supermarkets and 8 convenience stores, during the Reporting Period [49]. - The Group opened 15 convenience stores throughout the year, comprising 12 directly-operated and 3 franchised stores [51]. - The Group increased the introduction of customized, buyout, and self-owned products to enhance product effectiveness and efficiency [57]. - The Group launched various promotional activities, including eight exclusive festivals, to attract customers and drive sales growth [62]. - The Group opened two 24-hour self-service stores to better meet consumer needs for convenience [48]. - The Group introduced a pilot program for drug retail in convenience stores to diversify product offerings [48]. - The Group's efforts in optimizing the product structure and enhancing the competitiveness of live and fresh produce improved quality and price competitiveness [57]. - The Group is exploring new retail business models and expanding cooperation with major e-commerce platforms [83]. Financial Performance - Revenue from principal business was RMB10,445,548,498, representing a decrease of approximately 3.2% compared to 2017 [31]. - Gross profit was RMB1,514,844,302, representing a decrease of approximately 1.3% compared to 2017 [31]. - Gross profit margin increased to approximately 14.5%, up by 0.3% from 14.2% in 2017 [31]. - Total profit was RMB177,589,578, representing an increase of approximately 19.8% compared to 2017 [31]. - Profit attributable to shareholders of the parent company was RMB63,312,317, representing an increase of approximately 33.3% compared to 2017 [31]. - Basic earnings per share increased to RMB0.15 from RMB0.12 in 2017 [31]. - The retail principal operating income decreased by approximately 5.8%, primarily due to a same-store sales decline of about 0.44% and the closure of 12 stores in 2018 [76][77]. - The gross profit margin for directly-operated retail business increased slightly from 16.3% in 2017 to 16.4% in the Reporting Period, attributed to the optimization of product composition and closure of unprofitable stores [79][80]. - The Group's hypermarkets reported a revenue of RMB 1,182,633, a decrease of 5.5% compared to RMB 1,251,443 in 2017 [69]. - Supermarkets generated revenue of RMB 2,667,112, down 5.6% from RMB 2,826,421 in the previous year [69]. - Convenience stores experienced a revenue increase of 4.0%, reaching RMB 363,132 compared to RMB 349,287 in 2017 [69]. - The wholesale principal operating income recognized by Chaopi Group decreased by approximately 1.1% to RMB 6,157,647,000 compared to RMB 6,227,140,000 in the previous year [94]. - The gross profit margin for the wholesale business increased by approximately 0.3 percentage points to 11.7% from 11.4% in the previous year [95]. - The Group's principal operating income decreased by approximately 3.2%, with retail principal operating income down by approximately 5.8% and wholesale principal operating income down by approximately 1.1% [97]. - Other operating income increased by approximately 3.0% from RMB 1,169,510,105 in 2017 to RMB 1,204,735,274 during the Reporting Period [107]. - Selling expenses increased by approximately 1.3% to RMB 2,075,079,026, primarily due to increased advertisement and promotional fees [109]. - Net profit attributable to shareholders of the parent company increased by approximately 33.3% from RMB 47,485,004 in 2017 to RMB 63,312,317 in 2018 [24]. - Basic earnings per share for 2018 were approximately RMB 0.15, up from RMB 0.12 in 2017, reflecting the increase in net profit [28]. Corporate Governance - The Group recognizes the importance of a robust governance framework to drive sustainable development and has adopted the principles of the Corporate Governance Code [156]. - The Company has complied with all code provisions of the Corporate Governance Code during the Reporting Period, except for the directors' retirement by rotation [158]. - The Articles of Association stipulate that each director is elected for a term of not more than three years, but currently lacks a provision for retirement by rotation, deviating from the Corporate Governance Code [159]. - The Board is collectively responsible for safeguarding the best interest of the Group and is accountable to shareholders, overseeing strategies, acquisitions, and financial results [164]. - The Board consists of four executive directors, two non-executive directors, and three independent non-executive directors, with Mr. Li Jianwen serving as the chairman [169]. - The independent non-executive director, Mr. Choi Onward, receives a fixed director's fee of RMB154,758 per annum, while other independent directors do not receive any remuneration [171]. - The Company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the required standards throughout the Reporting Period [162]. - The remuneration of executive directors includes a fixed annual basic salary and a performance-based bonus, subject to approval by the remuneration committee and the Board [171]. - The Company’s governance practices aim to enhance transparency and fairness in operations, aligning with the principles of the Corporate Governance Code [160]. - The Board is responsible for the preparation of financial accounts and the implementation of internal controls and risk management procedures [164]. - The Company has made efforts to improve corporate governance standards in line with the Hong Kong Stock Exchange's requirements [162]. - The Company has appointed three independent non-executive directors, fulfilling the requirement of having at least one-third of the Board composed of independent members [172]. - Each independent non-executive director has confirmed their independence annually, in compliance with Rule 3.13 of the Listing Rules [172]. - The Company has arranged appropriate liability insurance for its directors to cover potential legal actions arising from their corporate activities [181]. - During the Reporting Period, four Board meetings were held, with all executive directors attending all meetings [184]. - Two general meetings were conducted, with all executive directors attending both meetings [190]. - All directors participated in continuous professional development activities, including in-house training on corporate governance and regulations [199]. - The fixed annual remuneration for independent non-executive directors is RMB 41,850 before tax [173]. - The Company has ensured that all directors have sufficient experience to fulfill their duties effectively [180]. - The Company has provided reasonable notice periods and relevant information to all directors for Board meetings [174]. - Ms. Zhang Yan was appointed as a non-executive director effective from October 26, 2018 [185]. Human Resources and Employee Development - The total staff costs for the Reporting Period amounted to approximately RMB 748,945,515, compared to RMB 730,286,237 in 2017 [135]. - As of December 31, 2018, the Group had 6,010 employees, a decrease from 6,842 employees in 2017, with total employee costs amounting to approximately RMB 748,945,515, up from RMB 730,286,237 in 2017 [140]. - The Group organized 62 training sessions during the reporting period, with over 4,900 participants, to enhance employee skills and professional knowledge [141]. Financial Position - As of December 31, 2018, the Group had current assets of RMB 5,410,195,756, with cash and cash equivalents amounting to RMB 1,014,227,924 [31]. - The Group's total debt as of December 31, 2018, was RMB 2,757,649,469, with interest rates ranging from 4.35% to 5.99% per annum [31]. - The Group's gearing ratio was approximately 71.7% as of December 31, 2018, slightly lower than 72.1% at the end of 2017 [31].