年報 2019 Annual Report (於開曼群島註冊成立的有限公司) (股份代號: 1146) 目 錄 頁次 公司資料2 主席報告書 管理層討論與分析 董事及高級管理層 企業管治報告 董事會報告 獨立核數師報告 經審計財務報表 綜合損益表 綜合全面收益表 綜合財務狀況表 綜合權益變動表 綜合現金流量表 財務報表附註 財務概要 3 5 19 23 35 48 53 54 55 57 58 61 150 1 中國服飾控股有限公司 公司資料 執行董事 張永力先生（主席兼行政總裁） 孫如暐先生 黃曉雲女士（首席財務官） 非執行董事 王瑋先生 獨立非執行董事 鄺偉信先生 崔義先生 楊志偉先生 公司秘書 李昕穎女士 授權代表 黃曉雲女士 李昕穎女士 審核委員會 鄺偉信先生（主席） 崔義先生 楊志偉先生 薪酬委員會 崔義先生（主席） 張永力先生 鄺偉信先生 提名委員會 張永力先生（主席） 楊志偉先生 鄺偉信先生 註冊辦事處 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands 中國總辦事處 中國上海 普陀區 同普路1225弄9號 香港主要 ...

Financial Performance - Revenue for the six months ended June 30, 2019, was RMB 405.8 million, a decrease of 9.0% compared to RMB 445.7 million in the same period of 2018[6]. - Gross profit for the same period was RMB 318.1 million, down 4.5% from RMB 333.1 million year-on-year[6]. - Operating profit decreased by 40.2% to RMB 45.5 million from RMB 76.1 million in the previous year[6]. - Profit attributable to equity holders of the parent was RMB 30.7 million, a decline of 46.3% compared to RMB 57.2 million in 2018[6]. - Basic earnings per share were RMB 0.90, down 46.1% from RMB 1.67 in the same period last year[6]. - The net profit for the six months ended June 30, 2019, was RMB 30,552,000, a decrease of 47.5% compared to RMB 58,238,000 for the same period in 2018[21]. - Total comprehensive income for the period was RMB 35,220,000, down 30.5% from RMB 50,726,000 in the previous year[22]. - The group's pre-tax profit for the six months ended June 30, 2019, was RMB 30,749,000, compared to RMB 57,176,000 for the same period in 2018, reflecting a decrease of 46.2%[94]. - Other income for the six months ended June 30, 2019, totaled RMB 16,984,000, down from RMB 35,279,000 in the same period of 2018, representing a decline of 52.1%[80]. - The total tax expense for the period was RMB 21,757,000, down from RMB 32,076,000 in the same period of 2018, indicating a reduction of 32.3%[91]. Revenue Breakdown - Revenue from sales of goods for the six months ended June 30, 2019, was RMB 405,827,000, a decrease of 8.9% compared to RMB 445,716,000 for the same period in 2018[76]. - Revenue from self-operated retail points decreased by RMB 28.1 million to RMB 316.5 million, representing a decline of about 8.2% and accounting for approximately 78.0% of total revenue[180]. - Revenue from sales to third-party retailers decreased by RMB 5.9 million to RMB 62.0 million, a decline of approximately 8.7% and accounting for about 15.3% of total revenue[182]. - Online channel sales revenue decreased by RMB 5.9 million to RMB 27.3 million, a decline of approximately 17.8% and accounting for about 6.7% of total revenue[183]. - The revenue from the company's own brand decreased by RMB 0.9 million to RMB 46.9 million, with its contribution to total revenue increasing from 10.7% to 11.6%[187]. - The revenue from outlet stores decreased by RMB 3.5 million to RMB 108.1 million, a decline of approximately 3.1%[180]. - Revenue from licensed brands was RMB 358.9 million, accounting for 88.4% of total revenue, while own brand revenue was RMB 46.9 million, accounting for 11.6%[188]. Cost and Expenses - The cost of goods sold for the six months ended June 30, 2019, was RMB 94,980,000, compared to RMB 113,086,000 for the same period in 2018, showing a decrease of 16.0%[86]. - Sales cost decreased from RMB 112.6 million to RMB 87.7 million, a reduction of approximately 22.1%[189]. - Selling and distribution expenses decreased from RMB 253.6 million to RMB 237.5 million, a decline of about 6.3%[193]. - Administrative expenses increased from RMB 27.4 million to RMB 45.9 million, an increase of approximately 67.5%[197]. - Advertising and promotional expenses for the period amounted to RMB 9.9 million, down from RMB 15.7 million in the previous period[193]. - The group’s employee benefits expenses, including director remuneration, totaled RMB 76,461,000 for the six months ended June 30, 2019, compared to RMB 70,365,000 for the same period in 2018, an increase of 8.5%[86]. Assets and Liabilities - Non-current assets increased to RMB 840,539,000 as of June 30, 2019, compared to RMB 806,855,000 at the end of 2018, reflecting a growth of 4.2%[24]. - Current assets totaled RMB 1,313,808,000, slightly down from RMB 1,333,669,000 at the end of 2018, indicating a decrease of 1.5%[24]. - The total liabilities decreased to RMB 305,962,000 from RMB 343,300,000, showing a reduction of 10.8%[26]. - The equity attributable to owners of the parent company was RMB 1,820,168,000, an increase from RMB 1,778,330,000, representing a growth of 2.4%[26]. - The company's inventory stood at RMB 221,792,000, a slight increase from RMB 220,751,000, reflecting a growth of 0.5%[24]. - Trade receivables amounted to RMB 92,184,000, down from RMB 113,043,000 as of December 31, 2018, with an impairment of RMB 10,181,000[118]. - The total future minimum lease payments receivable under irrevocable operating leases as of June 30, 2019, amounted to RMB 16,328,000, compared to RMB 17,751,000 as of December 31, 2018[151]. Cash Flow and Financing - The operating cash flow for the six months ended June 30, 2019, was RMB 39,644 thousand, a decrease from RMB 76,154 thousand in the same period of 2018[39]. - The net cash flow used in operating activities for the six months ended June 30, 2019, was RMB (13,892) thousand, compared to RMB 27,743 thousand in 2018, reflecting a significant decrease[39]. - The cash flow from investing activities for the six months ended June 30, 2019, was RMB (27,283) thousand, compared to RMB (5,380) thousand in 2018, indicating a larger outflow[39]. - The net cash flow from financing activities for the six months ended June 30, 2019, was RMB (24,035) thousand, with no financing activities reported in 2018[42]. - The company's cash and cash equivalents were RMB 411,626,000, a decrease of 3.7% from RMB 427,581,000 at the end of 2018[24]. - The total cash and cash equivalents at the end of June 30, 2019, were RMB 152,126 thousand, slightly down from RMB 153,120 thousand in 2018[42]. Accounting Policies and Standards - The financial data for the reporting period is prepared in accordance with the Hong Kong Stock Exchange Listing Rules and International Accounting Standards, presented in Renminbi (RMB) and rounded to the nearest thousand[2]. - The company adopted new and revised International Financial Reporting Standards effective January 1, 2019, including IFRS 16 on leases, which requires lessees to recognize all leases on the balance sheet[3]. - The impact of adopting IFRS 16 resulted in the recognition of lease liabilities at the present value of remaining lease payments as of January 1, 2019, and the corresponding right-of-use assets were measured based on the lease liabilities[4]. - The company has chosen to present right-of-use assets separately in the financial position statement, reflecting the transition impact of the new lease standard[4]. - The accounting policies adopted for the interim financial data are consistent with those applied in the annual financial statements for the year ended December 31, 2018, except for the new standards adopted[3]. - The company will not restate comparative information for 2018 but will continue to report under the previous standard for that period[4]. Market and Future Outlook - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[30]. - The GDP growth rate in China was 6.3%, the lowest in 29 years, impacting consumer retail sales growth which decreased to 8.4%[178].

Financial Performance - In 2018, the company's revenue was RMB 898.3 million, a decrease of 2.2% compared to RMB 918.3 million in 2017[5] - Profit attributable to equity holders increased by 9.7% to approximately RMB 60.2 million, up from RMB 54.9 million in 2017[5] - The company's total revenue for 2018 was RMB 898.3 million, a decrease of RMB 20.0 million or approximately 2.2% from RMB 918.3 million in 2017[19] - Revenue from self-operated retail points decreased by RMB 3.1 million to RMB 684.9 million in 2018, representing a decline of 0.5% and accounting for approximately 76.2% of total revenue[20] - Revenue from third-party retailers fell by RMB 22.9 million to RMB 152.2 million in 2018, a decline of 13.1%, making up about 16.9% of total revenue[20] - Online sales revenue increased by RMB 6.0 million to RMB 61.2 million in 2018, a growth of 10.9%, representing approximately 6.9% of total revenue[22] - Gross profit for 2018 was RMB 682.3 million, an increase of RMB 55.9 million or approximately 8.9% from RMB 626.4 million in 2017[28] - The overall gross margin improved to 76.0% in 2018, up 7.8 percentage points from 68.2% in 2017, primarily due to a decrease in inventory provisions[28] - Other income and gains rose by RMB 21.4 million to RMB 47.1 million in 2018, an increase of approximately 83.3%[29] - Selling and distribution expenses increased by RMB 18.5 million to RMB 495.7 million in 2018, a growth of about 3.9%[30] - Administrative expenses increased from RMB 596 million in 2017 to RMB 636 million in 2018, a growth of approximately 6.7%[33] - Financial income decreased by 27.9% from RMB 287 million in 2017 to RMB 207 million in 2018, primarily due to a decline in short-term deposit interest rates[36] - Profit before tax rose from RMB 932 million in 2017 to RMB 1,080 million in 2018, an increase of about 15.9%[38] - Net profit for the year increased from RMB 558 million in 2017 to RMB 608 million in 2018, reflecting a growth of approximately 9.0%[42] Business Operations - The company completed the acquisition of the "MCS" business, enhancing its brand portfolio in the Greater China region[6] - The self-developed O2O software system contributed to sales growth, increasing from RMB 74.9 million in 2017 to RMB 81.6 million in 2018, representing an increase of approximately 8.9%[10] - The company implemented RFID technology in its logistics operations, significantly improving efficiency in warehouse operations[11] - The strategic focus remains on "digital-driven, empowering the terminal," aiming to attract new customers and enhance the shopping experience[12] - The company plans to expand its retail network by increasing collaborations with local boutiques and custom stores[12] - The company’s online sales channels include platforms like Vipshop, Tmall, and JD, enhancing customer experience through initiatives like the Just-in-time delivery plan[68] - The company aims to increase inventory sales through factory outlet stores, discount sales, and online channels[84] - Approximately 90% of the company's total sales come from licensed brand products, highlighting reliance on franchise agreements for design, production, and marketing[93] Market Conditions - The retail sales growth rate for key large retail enterprises in the clothing sector was only 1.0%, a decrease of 3.3 percentage points from the previous year[5] - The overall economic growth rate in China was 6.6%, marking the lowest growth since 1990, impacting retail performance[5] - The company faces significant risks from fluctuations in consumer spending due to changes in China's macroeconomic conditions, which could adversely affect its business and financial performance[86] Corporate Governance - The company is committed to high standards of corporate governance, adhering to the principles outlined in the Hong Kong Stock Exchange's corporate governance code[114] - The board consists of 7 members, including 3 executive directors and 3 independent non-executive directors, ensuring a balanced governance structure[117] - The company has maintained compliance with the corporate governance code throughout the fiscal year ending December 31, 2018, with the exception of one provision[114] - The board of directors is collectively responsible for leading and monitoring the company, ensuring its successful development through strategic decisions and performance oversight[127] - The company has established risk management and internal control systems aimed at managing business risks to enhance shareholder value[158] Leadership and Management - The management team includes experienced executives with over 15 years in the industry, such as the CEO who has been with the group since 1999[97] - The CFO has over 15 years of experience in financial management and has been with the group since 2000[99] - The company has a strong board of directors with members who have extensive backgrounds in finance and investment management[100][103][104][106] - The company has a strong leadership team with over 30 years of experience in quality management and business operations, particularly in the apparel industry[111] - The Chief Design Officer has over 20 years of experience in fashion design, contributing to the company's innovative product development[108] - The Chief Technology Officer is responsible for the development and application of the company's information technology systems, enhancing operational efficiency[112] - The Chief Procurement Officer has over 20 years of experience in apparel procurement and production, ensuring quality supply chain management[111] Employee and Community Engagement - As of December 31, 2018, the company employed approximately 2,461 full-time employees, with total employee costs amounting to RMB 136.0 million, up from RMB 116.4 million in 2017[81] - The company has donated approximately RMB 0.4 million to animal protection and education initiatives in rural areas during the year[82] - The group made charitable donations totaling RMB 0.6 million during the year[196] Risk Management - The group faces significant financial risks including foreign currency risk, credit risk, and liquidity risk[95] - The internal audit department is responsible for independently reviewing the adequacy and effectiveness of the risk management and internal control systems[161] - The company has implemented monitoring procedures to prevent unauthorized access to and use of insider information[165] - The company has established a whistleblowing procedure to allow employees to confidentially report concerns regarding financial reporting and internal controls[164]