五谷磨房 -自然之养一 Natural Food International Holding Limited 五谷磨房食品國際控股有限公司 (以存續方式於開曼群島註冊的有限公司) 股份代號: 1837 2021 目錄 目錄 頁次 公司資料 2 管理層討論及分析 4 企業管治及其他資料 14 22 | --- | |----------------------------------| | | | 中期簡明綜合財務報表之審閱報告 | | 中期簡明綜合損益及其他全面收益表 | | 中期簡明綜合財務狀況表 | | 中期簡明綜合權益變動表 | | 中期簡明綜合現金流量表 | | 中期簡明綜合財務報表附註 | 23 25 27 29 31 五谷磨房食品國際控股有限公司 中期報告2021 1 公司資料 公司資料 董事會 執行董事 桂常青女士 張澤軍先生 非執行董事 謝長安女士 王鐸先生 獨立非執行董事 張森泉先生 胡芃先生 歐陽良宜先生 審核委員會 張森泉先生（主席） 胡芃先生 歐陽良宜先生 薪酬委員會 胡芃先生（主席） 張森泉先生 歐陽良宜先生 提名委員會 歐陽良宜先生（主席） 桂常青女士 胡芃先生 公司秘書 陳奕斌先 ...

五谷磨房 自然之养 Natural Food International Holding Limited 五谷磨房食品國際控股有限公司 (以存績方式於開曼群島註冊的有限公司) 股份代號：1837 年 報 2020 目錄 目錄 公司資料 2 主席報告 4 管理層討論及分析 7 董事及高級管理層 19 企業管治報告 24 董事會報告 42 獨立核數師報告 60 綜合損益及其他全面收入表 66 綜合財務狀況表 68 綜合權益變動表 70 綜合現金流量表 71 財務報表附註 73 財務摘要 150 釋義 152 1 五谷磨房食品國際控股有限公司 公司資料 公司資料 董事會 執行董事 桂常青女士 張澤軍先生 非執行董事 謝長安女士 中華人民共和國總部 王鐸先生 中國深圳市 獨立非執行董事 南山區 張森泉先生 粵海街道濱海社區 海天一路8號 胡芃先生 百度國際大廈 歐陽良宜先生 西塔7層 審核委員會 香港主要營業地點 張森泉先生（主席） 香港 胡芃先生 灣仔港灣道6-8號 歐陽良宜先生 瑞安中心27樓2703� 薪酬委員會 註冊辦事處 胡芃先生（主席） Maples Corporate Services Limited ...

Financial Performance - For the six months ended June 30, 2020, the company recorded revenue of RMB 610.3 million, a decrease of 33.4% compared to RMB 917.5 million for the same period in 2019[22]. - The company reported a loss attributable to owners of the company of RMB 52.3 million, compared to a profit of RMB 105.3 million in the same period of 2019[22]. - Revenue for the six months ended June 30, 2020, was RMB 610.33 million, a decrease of 33.4% compared to RMB 917.52 million for the same period in 2019[140]. - Gross profit for the same period was RMB 413.36 million, down from RMB 700.42 million, reflecting a gross margin decline[140]. - The company reported a pre-tax loss of RMB 83.23 million, compared to a profit of RMB 119.05 million in the prior year[140]. - Net loss for the period was RMB 52.34 million, compared to a profit of RMB 105.34 million in the same period last year[140]. - Basic and diluted loss per share was RMB 0.02, compared to earnings of RMB 0.05 per share in the previous year[145]. - Total comprehensive loss for the period was RMB 48.69 million, compared to a total comprehensive income of RMB 106.04 million in the same period last year[145]. Sales and Distribution - As of June 30, 2020, offline channel revenue accounted for 67.4% of total revenue, while online channel revenue accounted for 32.6%[27]. - The company opened 125 new direct sales counters but closed 180 counters due to the impact of the COVID-19 pandemic, resulting in a total of 3,344 counters across 289 cities[27]. - Online sales channels recorded a growth of approximately 23% in the first half of 2020, driven by active participation in e-commerce live streaming and promotional activities[39]. - The revenue from offline channels fell to RMB 411,275 thousand (67.4% of total revenue) from RMB 734,419 thousand (80.0% of total revenue) in the same period of 2019, while online channel revenue increased to RMB 199,055 thousand (32.6% of total revenue) from RMB 183,101 thousand (20.0% of total revenue)[52]. - The company plans to continue optimizing its product mix and developing new core products, while accelerating online channel development and exploring new channels[47]. Product Development and Launches - The company launched the Y10 prebiotic high-protein grain powder in March 2020, enhancing convenience and expanding consumption scenarios[23]. - The company introduced the high-end fruit oatmeal sub-brand "Eat a Rainbow" in June 2020, promoting it through e-commerce channels[26]. - The launch of the new high-end fruit cereal brand "Eat a Rainbow" on June 1, 2020, generated over 700 million exposures across various social media platforms[44]. - New product launches in the health snack category contributed to a 20% increase in sales volume[200]. - The company is investing HKD 50 million in R&D for new product development in the next fiscal year[200]. Operational Efficiency - Sales cost decreased by approximately 9.3% from RMB 217.1 million to RMB 197 million, primarily due to lower raw material and packaging costs[54]. - Gross profit fell from RMB 700.4 million to RMB 413.4 million, with a gross margin decline from 76.3% to 67.7% due to increased customer discounts[54]. - Selling and distribution expenses decreased from RMB 540.9 million to RMB 457.4 million, attributed to lower commission expenses and reduced labor costs for sales personnel[58]. - Administrative expenses declined from RMB 47.1 million to RMB 39.4 million, primarily due to a reduction in salaries and employee benefits[59]. Assets and Liabilities - Cash and cash equivalents decreased by approximately 8.3% from RMB 558 million to RMB 511.6 million[75]. - Total assets decreased from RMB 1,355.4 million to RMB 1,278.7 million, while total liabilities fell from RMB 265.6 million to RMB 228.6 million, resulting in a debt-to-asset ratio decline from 19.6% to 17.9%[80]. - Trade receivables decreased from RMB 225.6 million to RMB 154.6 million, with an increase in trade receivables turnover days from 48 to 56 days[70]. - The total employee cost (excluding directors' remuneration) for the period was RMB 88.9 million, down approximately 5.7% from RMB 94.2 million in the same period of 2019[84]. - The company had 802 employees as of June 30, 2020, compared to 838 employees on December 31, 2019[84]. Strategic Initiatives - The company aims to maintain its leading market position in the natural health food sector in China, despite uncertainties due to the ongoing pandemic[47]. - The company has implemented a strategy of "Staying True and Innovating" to seek new models and opportunities while solidifying existing business[47]. - The company plans to strengthen its integrated distribution platform and optimize channel mix with a budget of HKD 222.9 million, of which HKD 163.7 million has been utilized[121]. - The company plans to enhance its online sales platform, aiming for a 40% increase in e-commerce sales by the end of 2020[200]. - Strategic partnerships with local distributors are expected to drive a 25% increase in market penetration[200]. Shareholder Information - Major shareholders included 恒泰信託（香港）有限公司 and Paddy Aroma Investment Limited, each holding 930,000,000 shares, representing 42.49% of the company[93]. - PepsiCo, Inc. held 566,506,000 shares, accounting for 25.89% of the company[93]. - The company did not purchase, sell, or redeem any of its listed securities during the six months ending June 30, 2020[100]. Compliance and Governance - The board of directors confirmed compliance with the corporate governance code during the six months ending June 30, 2020[102]. - The audit committee has reviewed the financial statements and confirmed compliance with accounting standards[127].

Financial Performance - For the year ended December 31, 2019, the company achieved revenue of RMB 1,784.1 million, a decrease of 1.9% year-on-year[42]. - The net profit for the same period reached RMB 126.3 million, representing a year-on-year increase of 20%[42]. - As of December 31, 2019, the offline sales revenue was RMB 1,362.5 million, a decrease of 7.9% compared to the same period in 2018[52]. - Online sales revenue reached RMB 421.6 million, an increase of 24.2% year-on-year, accounting for approximately 23.6% of total revenue[65]. - Total revenue for the year ended December 31, 2019, was approximately RMB 1,784.1 million, a decrease from RMB 1,818.1 million in 2018, with offline sales contributing 76.4% and online sales 23.6%[74]. - Sales cost increased by approximately 8.8% to RMB 464.9 million in 2019 from RMB 427.4 million in 2018, leading to a gross profit decrease from RMB 1,390.7 million to RMB 1,319.2 million, resulting in a gross margin decline from 76.5% to 73.9%[75]. - Profit before tax increased by 9.7% to approximately RMB 140.1 million in 2019 from RMB 127.6 million in 2018[85]. - Net profit for the year ended December 31, 2019, was approximately RMB 126.3 million, a 20% increase from RMB 105.2 million in 2018[87]. Operational Changes - The company closed 958 underperforming direct sales counters during the reporting period as part of its strategy to adjust development pace[48]. - The total number of direct-operated counters decreased to 3,399 as of December 31, 2019, down from 3,895 at the beginning of the year, with 462 new counters opened and 958 closed during the year[56]. - The company opened 462 new direct sales counters, bringing the total to 3,399 across 30 provinces and municipalities in China[40]. - The company has attracted approximately 25 million registered members as of December 31, 2019[52]. - The company has attracted approximately 7.8 million active fans on its WeChat member mall and public account[40]. Strategic Initiatives - The company aims to optimize product structure and develop new core products while enhancing existing sales channels and exploring new ones in 2020[44]. - The company plans to strengthen fan operations and enhance brand marketing to improve brand power[44]. - The company aims to optimize product structure and develop new product categories to strengthen its market position in the natural health food sector[70]. - The company reported a significant increase in offline sales strategy and channel management, with a focus on enhancing sales team performance[112]. - The digital marketing and online sales strategies have been implemented effectively, contributing to improved member relationship management[114]. Financial Management - The net cash flow from operating activities for 2019 was RMB 171.6 million, compared to RMB 133.7 million in 2018, reflecting an increase of approximately 28.3%[94]. - The group's current assets net value as of December 31, 2019, was RMB 730.0 million, down from RMB 808.2 million as of December 31, 2018[94]. - The group had no interest-bearing borrowings as of December 31, 2019, compared to RMB 70.1 million as of December 31, 2018[94]. - The company has implemented a comprehensive financial accounting system to ensure compliance with various performance measurement indicators[171]. - The board believes that the risk management and internal control systems are adequate and effective, with annual reviews planned[171]. Corporate Governance - The company has established a robust governance structure with independent non-executive directors providing oversight and strategic guidance[108]. - The board of directors consists of seven members, including two executive directors, two non-executive directors, and three independent non-executive directors[123]. - The company has adopted the standard code for securities trading by directors, confirming compliance by all directors during the reporting period[121]. - The independent non-executive directors constitute at least one-third of the board, ensuring compliance with listing rules regarding independence[126]. - The company has established a board committee to monitor operational and financial performance, ensuring appropriate internal controls and risk management measures[122]. Shareholder Communication - The company maintains a communication policy to ensure shareholders receive timely information, allowing them to exercise their rights and participate actively in company affairs[188]. - The company has adopted a general annual dividend policy, declaring dividends of approximately 20% to 40% of the group's net profit for the specific year, subject to board discretion and shareholder approval[184]. - The board has the discretion to declare dividends, considering factors such as financial performance, cash flow, business conditions, future operations, capital needs, and any contractual or regulatory restrictions[185]. Market Position and Expansion - The company is actively pursuing market expansion opportunities, leveraging its established brand presence in the food and beverage industry[112]. - The management team has a combined experience of over 20 years in the food and beverage sector, ensuring industry expertise[112]. - The company is committed to continuous improvement in product quality and production efficiency through effective management practices[115]. - The company is focused on leveraging technology to enhance operational efficiency and customer engagement[114]. - The management team is dedicated to fostering innovation in product development and exploring new market opportunities[114].

Revenue and Profitability - Revenue for the six months ended June 30, 2019, increased by approximately 7.8% to RMB 917.5 million from RMB 851.0 million in the same period of 2018[17] - The company's online revenue increased by approximately 33.7% compared to the same period in 2018, with Tmall flagship store generating RMB 921 million, a 30.3% increase year-on-year[29] - The company's gross profit increased from approximately RMB 653.8 million to RMB 700.4 million, with gross margin remaining stable at 76.3%[38] - Profit before tax rose by 45.6% to approximately RMB 119.1 million compared to RMB 81.8 million in the same period last year[46] - The company's net profit increased by 56.6% to approximately RMB 105.3 million from RMB 67.3 million in the previous year[50] - Basic and diluted earnings per share for the period were both RMB 0.05, compared to RMB 0.04 for the same period in 2018[124] Membership and Product Development - The company attracted over 22.8 million registered members as of June 30, 2019, due to the introduction of 17 new popular natural health food products[18] - The company completed the development of over 180 new products for mass production as of June 30, 2019[33] Sales and Distribution - Offline sales accounted for 80.0% of total revenue, down from 82.2% in the same period last year, while online sales rose to 20.0% from 17.8%[37] - The sales partner program was implemented in over 400 direct-operated counters by June 30, 2019, aimed at providing further incentives to sales personnel[28] - The company aims to enhance its distribution platform, optimize channel mix, and strengthen brand value to increase market share[34] Operational Changes - The total number of direct-operated counters decreased to 3,454 as of June 30, 2019, after opening 209 new counters and closing 650[21] - The company upgraded over 300 existing direct-operated counters to specialty health food stores, enhancing product diversity and customer experience[28] Financial Position - As of June 30, 2019, the company's cash and cash equivalents decreased by approximately 29.6% to RMB 425.9 million from RMB 604.9 million as of December 31, 2018[57] - The total assets of the group decreased from RMB 1,401.3 million as of December 31, 2018, to RMB 1,334.3 million as of June 30, 2019[63] - The total liabilities decreased from RMB 328.5 million as of December 31, 2018, to RMB 235.4 million as of June 30, 2019, resulting in a debt-to-asset ratio decline from 23.4% to 17.6%[63] - The company's trade receivables increased to RMB 265.4 million as of June 30, 2019, compared to RMB 239.6 million as of December 31, 2018, attributed to increased product sales[54] - The inventory decreased to RMB 86.5 million as of June 30, 2019, from RMB 122.3 million as of December 31, 2018, with inventory turnover days remaining stable at 87 days[56] Shareholder Information - The company has a significant shareholder structure, with 恒泰信託（香港）有限公司, Paddy Aroma Investment Limited, and Natural Capital Holding Limited collectively holding 930,000,000 shares, representing 42.00% of the total shares[73] - 杨卓亚 holds a total of 5,990,000 shares directly and has controlled interests in 374,000,000 shares, amounting to 16.89%[73] - The company repurchased a total of 29,000,000 shares during the six months ending June 30, 2019, with the highest repurchase price at HKD 1.65 and the lowest at HKD 1.40[84] Corporate Governance - The company aims to maintain high standards of corporate governance to protect shareholder interests and enhance corporate value[85] - The company has complied with all provisions of the corporate governance code during the six months ending June 30, 2019[88] - The company has confirmed compliance with the standard code for securities transactions by directors since its listing on December 12, 2018[89] Cash Flow and Investments - The company reported a total comprehensive income of RMB 106,035 thousand for the period, compared to RMB 59,334 thousand in the previous year[124] - The operating cash flow for the six months ended June 30, 2019, was RMB 72,547,000, compared to RMB 88,602,000 for the same period in 2018, showing a decrease of about 18.14%[142] - Investment activities net cash flow was a negative RMB 98,335 thousand, compared to a positive RMB 36,054 thousand in the same period last year[144] - Cash flow from financing activities was a negative RMB 155,193 thousand, significantly higher than the negative RMB 31,806 thousand recorded in the previous year[144] Compliance and Accounting Standards - The adoption of HKFRS 16 resulted in an increase of RMB 41,347,000 in right-of-use assets[171] - The company recognized lease liabilities based on the present value of remaining lease payments discounted at the incremental borrowing rate as of January 1, 2019[179] - The total assets increased by RMB 2,491,000 due to the adoption of HKFRS 16[171] Research and Development - Research and development costs increased to RMB 4,275,000 for the six months ended June 30, 2019, up from RMB 3,417,000 in 2018, representing a rise of 25.2%[197]

Financial Performance - For the year ended December 31, 2018, the company achieved revenue of RMB 1,818.1 million, representing a year-on-year growth of 15.4%[20] - Adjusted net profit for 2018 was RMB 213 million, reflecting a year-on-year increase of 13.0%[20] - The gross profit margin for the group was recorded at 76.5%, while the adjusted net profit margin stood at 11.7%[20] - In 2018, the company's revenue increased by approximately 15.4% to RMB 1,818.1 million, up from RMB 1,576.1 million in 2017, primarily due to increased marketing spending on e-commerce platforms and a rise in sales volume[34] - The total revenue for the year ended December 31, 2018, was RMB 1,818.1 million, up from RMB 1,576.1 million in 2017[56] - The gross profit increased from approximately RMB 1,201.8 million in 2017 to about RMB 1,390.7 million in 2018, with a stable gross margin of 76.5%[55] - The percentage of revenue from offline channels decreased from 86.9% in 2017 to 81.3% in 2018, while online channels increased from 13.1% to 18.7%[56] - Other income and gains rose from approximately RMB 15.6 million in 2017 to about RMB 22.0 million in 2018, primarily due to increased government subsidies[58] Product Development and Sales - In 2018, the company launched 42 new products, increasing the total number of SKUs to over 100[22] - New product sales contributed 19.7%, 27.9%, and 31.6% of revenue from offline channels, e-commerce platforms, and WeChat member stores, respectively[22] - The company completed the development of over 150 new products for mass production by the end of 2018[51] - The company initiated the "Wugu Mofang Grain Nutrition Research Center" in collaboration with the Chinese Nutrition Society to ensure scientific product formulation and nutritional balance[22] Online and Offline Sales Channels - The company operated 3,895 direct sales counters across 461 cities in China by the end of 2018, with 851 new counters opened during the year[23] - Online sales through major e-commerce platforms increased by 60.1% to RMB 239.2 million, with significant growth during Alibaba's "Double Eleven" event[23] - Revenue from WeChat member stores surged by 63.1% to RMB 100.2 million[23] - The offline network consists of 3,895 directly operated counters in supermarkets across 461 cities, representing a year-on-year growth of 5.6% in the number of counters[37] - The company plans to continue expanding its offline direct sales network while actively maintaining rapid growth in online channels[32] Financial Position and Cash Flow - Cash and cash equivalents increased by approximately 166.3% to RMB 604.9 million as of December 31, 2018, compared to RMB 227.1 million as of December 31, 2017[77] - The net cash flow from operating activities for 2018 was RMB 133.7 million, down from RMB 168.8 million in 2017, representing a decrease of approximately 20.8%[78] - The net cash used in investing activities for 2018 was RMB 107.4 million, significantly higher than RMB 34.7 million in 2017, indicating an increase of approximately 209.2%[78] - The net cash flow from financing activities for 2018 was RMB 350.8 million, compared to a net cash used of RMB 55.3 million in 2017, reflecting a substantial increase[78] - As of December 31, 2018, the group's current assets net value was RMB 808.2 million, up from RMB 177.2 million in 2017, marking an increase of approximately 356.0%[78] Corporate Governance - The company is committed to fulfilling its responsibilities to shareholders and enhancing shareholder value through good corporate governance[104] - The board consists of six members, including two executive directors, one non-executive director, and three independent non-executive directors[111] - The company has adopted the corporate governance code and has complied with all applicable provisions during the reporting period[108] - The company has established a whistleblowing policy to encourage stakeholders to report any suspected misconduct or fraud[132] - The roles of the chairman and CEO are clearly defined and separated, ensuring compliance with corporate governance codes[127] Board and Committees - The audit committee was established on November 19, 2018, and consists of three independent non-executive directors, with Zhang Senquan serving as the chairman[130] - The audit committee's responsibilities include reviewing the integrity of financial statements and overseeing risk management and internal control systems[132] - The remuneration committee was also established on November 19, 2018, and is composed of three independent non-executive directors, with Hu Peng as the chairman[134] - The nomination committee was formed on November 19, 2018, to review the board's structure and propose suitable candidates for directorship[139] - The board of directors is responsible for reviewing and monitoring the effectiveness of risk management and internal control systems[142] Risk Management - The company has implemented a risk management system to identify, assess, and control operational risks associated with its business growth and expansion[194] - The board is responsible for assessing the nature and extent of risks the company is willing to accept in achieving its strategic objectives and ensuring the establishment and maintenance of appropriate risk management and internal control systems[155] - The board will review the risk management and internal control systems annually[159] Employee and Director Information - Employee costs for the year ended December 31, 2018, totaled RMB 190.9 million, an increase of about 15.0% from RMB 166.0 million in 2017[87] - Zhang Senquan appointed as independent non-executive director, bringing over 10 years of experience in accounting and auditing[93] - Hu Peng appointed as independent non-executive director, previously served as head of capital markets at Huatai Financial Holdings[95] - Ouyang Liangyi appointed as independent non-executive director, currently an associate professor at Peking University HSBC Business School[96] - The company secretary participated in over 15 hours of professional training in 2018 to update skills and knowledge[161] Dividend Policy - The company has adopted a general annual dividend policy, declaring and paying dividends of approximately 20% to 40% of the group's net profit for any specific year[170] - The proposed final dividend is RMB 0.02 per ordinary share, totaling approximately RMB 44,420,000, subject to shareholder approval[186] - As of December 31, 2018, the reserves available for distribution to shareholders were approximately RMB 721.0 million[200]