Brand Value and Market Position - Tsingtao Beer brand value reached RMB 218.225 billion in 2022, maintaining its top position in the Chinese beer industry[8][9] - The total brand value of Tsingtao Beer, Laoshan Beer, Hans Brewery, The World of Tsingtao, Prince, and Tsingtao1903 exceeded RMB 340 billion[8][9] - Tsingtao Beer products are sold in over 100 countries and regions worldwide[6] Financial Performance - The company's operating profit for 2022 was RMB 5,000,925 thousand[15] - Net profit attributable to shareholders of the company was RMB 3,710,629 thousand in 2022[15] - Net cash flows from operating activities amounted to RMB 4,878,771 thousand in 2022[15] - Revenue for 2022 reached RMB 32,171,566 thousand, showing an increase compared to previous years[17] - Total profit for 2022 was RMB 5,006,141 thousand, reflecting growth from RMB 4,478,975 thousand in 2021[17] - Net profit attributable to shareholders of the Company in 2022 was RMB 3,710,629 thousand, up from RMB 3,155,456 thousand in 2021[17] - Basic earnings per share for 2022 stood at 2.736, compared to 2.328 in 2021[17] - Fully diluted return on net assets for 2022 was 14.55%, up from 13.72% in 2021[17] - Net cash flows from operating activities in 2022 were RMB 4,878,771 thousand, down from RMB 6,043,111 thousand in 2021[17] - Total assets for 2022 increased to RMB 50,311,700 thousand from RMB 46,563,004 thousand in 2021[17] - Total liabilities for 2022 were RMB 24,039,387 thousand, up from RMB 22,769,313 thousand in 2021[17] - The company's operating revenue reached RMB32.17 billion in 2022, a 6.65% year-on-year increase[27][29] - Net profit attributable to shareholders was RMB3.71 billion, up 17.6% year-on-year[27][29] - The company's net profit after deducting non-recurring profit/loss was RMB3.21 billion, up 45.4% year-on-year[28][29] - Total beer sales volume in 2022 reached 8.072 million kiloliters, with revenue of RMB32.17 billion and net profit attributable to shareholders of RMB3.71 billion[36][37] Production and Operations - The company operates 57 wholly-owned and controlling breweries and 2 associated and joint-investment breweries across 20 provinces in China[6] - The company invested in the Tsingtao Brewery Scientific and Technological R&D Center, which includes the State Key Laboratory of Biological Fermentation Engineering of Beer[10] - The company launched several new products, including Century Legend, Tsingtao Centennial Journey, Amber Lager, and Tsingtao IPA, to drive high-end beer consumption trends[11][12] - The company has strengthened its market operations and profitability by improving its sales network and customer service capabilities[13] - The company achieved a product sales volume of 8.072 million kiloliters in 2022, up 1.8% year-on-year[25][27] - Overseas market product sales volume increased by 4% year-on-year in 2022[28][29] - The domestic beer market produced 35.687 million kiloliters in 2022, up 1.1% year-on-year[25][26] - The company focused on mid-to-high-end product development and improved product quality through innovation and R&D[31] - Tsingtao Beer's core brand sales volume reached 4.44 million kiloliters, up 2.6% year-on-year, with mid-to-high-end product sales volume at 2.93 million kiloliters, up 4.99% year-on-year[32][33] - The company accelerated digital and intelligent transformation, completing the Tsingtao Brewery Industry Park 1.2 million kiloliter expansion project, enhancing supply chain and production efficiency[34] Dividends and Shareholder Returns - The company proposed a final dividend of RMB1.30 per share and a special dividend of RMB0.50 per share, totaling RMB1.80 per share for 2022[23][24] - The company proposed a final dividend of RMB1.30 per share and a special dividend of RMB0.50 per share, totaling RMB1.80 per share, to celebrate the 120th anniversary of Tsingtao Beer[42][43] Environmental and Social Responsibility - The Company's environmental performance improved in 2022, with strict monitoring of pollutant discharge ensuring stable and up-to-standard emissions[46] Shareholder and Equity Information - Share capital decreased due to the repurchase and cancellation of restricted shares held by retired or resigned incentive participants[19] - Capital surplus increased mainly due to the grant of restricted shares under the Incentive Plan[20] - A total of 4,359,428 restricted shares held by 619 eligible participants were unlocked on 25 July 2022[50] - The Company repurchased and canceled 122,003 restricted shares held by 14 participants on 9 December 2022[50] - The number of shares held by the public satisfied the public float requirements in the Listing Rules[51] - The total number of ordinary shares decreased by 122,003 to 1,364,232,790 at the end of the reporting period[57] - The Company had 26,260 shareholders at the end of the reporting period, including 26,013 A-share holders and 247 H-share holders[59] - Total number of shareholders at the end of the reporting period was 26,260, including 26,013 A-share holders and 247 H-share holders[60] - Top 10 shareholders include HKSCC Nominees Limited with 613,929,619 shares (45.00%) and Tsingtao Brewery Group Company Limited with 443,467,655 shares (32.51%)[61] - Hong Kong Securities Clearing Company Limited increased its A-share holdings by 10,584,554 shares, totaling 26,504,261 shares (1.94%)[61] - China Securities Finance Corporation Company decreased its A-share holdings by 1,084,664 shares, totaling 16,015,045 shares (1.17%)[61] - Agricultural Bank of China Co., Ltd. – E Fund Consumer Industry Equity Securities Investment Fund increased its A-share holdings by 8,193,873 shares, totaling 13,569,000 shares (0.99%)[61] - Tsingtao Group holds 38,335,600 H-shares through its wholly-owned subsidiary Xinhaisheng and 405,132,055 A-shares directly[62] - Fosun International Limited sold all its shares in the Company on 30 May 2022 and no longer holds any shares[62] - SASACQ holds 405,132,055 A-shares (29.70%) and 38,335,600 H-shares (2.81%) through Tsingtao Group and Xinhaisheng[65] - Citigroup Inc. holds 46,032,180 H-shares (3.37%) and has 43,076,014 H-shares available for lending (3.16%)[65] - T. Rowe Price Associates, Inc. and its affiliates hold 38,780,000 H-shares (2.84%)[65] - SASACQ is entitled to interests in 38,335,600 H-Shares through Hong Kong Xinhaisheng Investment Limited, a wholly-owned subsidiary of Tsingtao Group[67] - Fidelity Management & Research Company LLC holds shares through its controlled wholly-owned subsidiaries[67] - Citigroup Inc. holds shares through its controlled wholly-owned subsidiaries[67] - Mr. HUANG Ke Xing, Chairman, holds 151,400 shares, including 51,300 tradable A-shares and 100,000 restricted shares[71][72] - Mr. JIANG Zong Xiang, CEO, holds 112,900 shares, including 39,566 tradable A-shares and 73,334 restricted shares[71][72] - Mr. WANG Rui Yong, Vice President, holds 110,000 shares, including 36,666 tradable A-shares and 73,334 restricted shares[71][72] - Mr. HOU Qiu Yan, CFO, is deemed to hold 76,000 shares, including 20,000 tradable A-shares and 40,000 restricted shares[71][72] - The grant price per Restricted Share is RMB 21.18[72] - HUANG Zu Jiang, Supervisor, holds 12,900 tradable A-shares as of the end of the reporting period[74] Corporate Governance and Board Activities - The company has implemented an annual performance evaluation and compensation incentive mechanism for executive directors and senior management, including basic salary and performance-based annual salary[78] - Total remuneration for directors and senior management officers in 2022 was RMB 1,318.83 million, including post-retirement benefits[91] - The company's executive directors and senior management officers receive annual performance remuneration based on operating results, work plan progress, and appraisal results[80] - Independent non-executive directors and supervisors receive annual remuneration as resolved at the general meeting[80] - The Company implemented a performance appraisal and incentive mechanism linking total salaries with business performance, continuously increasing staff salaries to support sustainable business development[96] - The Board of Supervisors held 11 meetings during the reporting period, including 5 regular and 6 unscheduled meetings, considering 30 resolutions[159] - The Board of Supervisors conducted on-site research in the Ningxia market to gain firsthand insights into the Company's operations nationwide[162] - The Board of Supervisors confirmed that the Company operated in strict compliance with laws, regulations, and the Articles of Association during the reporting period[163] - The Board of Supervisors reviewed and approved a total of 26 proposals, including proposals on continuing connected transactions, the unlocking and listing of restricted shares, and the repurchase and cancellation of some restricted shares[164] - The Board of Supervisors conducted site surveys at the Ningxia market to gain firsthand information on the business performance of Tsingtao Brewery in China[165] - The Board of Supervisors confirmed that the Company's financial system is sound, its financial operation is compliant, and its financial statements truly reflect the Company's financial situation and operation[172] - The Company did not have any newly received or remaining proceeds from financing activities during the Reporting Period, and there was no violation in the management and use of proceeds[173] - The Board of Supervisors found that the Company's internal control system is sound and effective, and the 2022 Internal Control Evaluation Report and internal control audit report objectively reflect the system's construction and operation[175] - The Company's Board of Supervisors was recognized as one of the "Productive Board of Supervisors of Listed Companies" by the China Association for Public Companies in October 2022, marking the second time since 2016[178] - The Board of Supervisors will continue to strengthen its supervision and improve its capacity to assist in the Company's high-quality development in 2023[178] - The Board of Directors consists of 4 executive directors and 5 independent non-executive directors as of December 31, 2022[191] - The Board has adopted a diversity policy to enhance effectiveness, with 8 male and 1 female director, achieving 28% female representation at the workforce level[191] - The independent non-executive directors have diverse professional backgrounds, including law, accounting, financial investment, and marketing, aiding in multi-faceted decision-making[192] - The Chairman is responsible for setting the Board meeting agenda and leading the company's overall development strategy[188] - The President is responsible for implementing Board resolutions, managing the annual budget, and reporting on business performance[189] - The roles of Chairman and President are separated to comply with the Corporate Governance Code, with Mr. JIANG Zong Xiang appointed as the new President on June 21, 2022[190] - The Board reviews the implementation and effectiveness of the diversity policy at least annually[191] - The independent non-executive directors have submitted annual work reports to shareholders since 2005[192] - The Company held 8 site meetings with teleconferencing and 7 meetings with voting through communications in 2022 to discuss operations, financial performance, and investment plans[193] - Approved amendments to the Articles of Association and formulated a performance appraisal system for senior management officers[193] - Approved the unlocking and listing of the first grant of restricted shares under the Restricted A Share Incentive Plan and the repurchase of part of the restricted shares[194] - Approved feasibility reports on relocation, new construction, and new capacity projects for subsidiaries[194] - Directors attended 15 board meetings, with 8 in-person and 7 through communications, and 2 annual general meetings[197] - Independent directors can hire independent professional institutions at the Company's expense to fulfill their duties[199] - The Board has adopted mechanisms to ensure access to independent legal, financial, or professional opinions at the Company's expense[200] Employee and Management Information - The company had a total of 31,707 employees as of the end of the reporting period, including 13,842 production personnel and 10,003 sales personnel[95] - Among the employees, 445 held a master's degree or above, while 8,329 had education below secondary specialized school level[95] - Mr. YU Zhu Ming resigned as Executive Director and CFO on June 21, 2022, due to reaching retirement age, with remuneration for January to June 2022 amounting to RMB 52.06 million[85][92] - Mr. WANG Shao Bo resigned as Vice President on October 14, 2022, due to job changes, with remuneration for January to October 2022 amounting to RMB 73.53 million[87][92] - Mr. GUO Xiu Zhang resigned as Chairman of the Board of Supervisors on April 13, 2022, due to job changes, with no remuneration recorded[88] - Mr. SHI Kun resigned as Non-executive Director on June 7, 2022, due to Fosun International's sale of shares in the company, with no remuneration recorded[89] - Mr. YAO Yu resigned as Shareholder Supervisor on June 7, 2022, due to Fosun International's sale of shares in the company, with no remuneration recorded[90] Training and Development - In 2022, the Company focused on digital transformation, enhancing capabilities through the "integration of training and practice" model and building a craftsmen's team with high-level intelligent technologies[96] - The Company organized multiple training programs, including the Practical Workshop on Data Governance and Digital Leadership, to enhance the digital abilities of middle and senior management staff[97] - The Company accelerated the development of a skilled craftsmen's team, with 32 people recognized as Special-Class Technicians and the introduction of a "Beer Sommelier" competition in the 9th Occupational Skill Competition[100] Share Repurchase and Incentive Plans - The Company did not purchase, sell, or redeem any listed securities during the reporting period, except for the repurchase and cancellation of restricted shares[103] - The Company unlocked 4,359,428 restricted shares for 619 qualified participants on 25 July 2022, following the fulfillment of the first unlocking period conditions[105][107] - The Company repurchased and canceled 122,003 restricted shares due to changes in the personal circumstances of 14 participants, reducing the total capital stock from 1,364,354,793 to 1,364,232,790 shares[109][111] - The maximum number of shares to be awarded under the Incentive Plan is 13,494,000 shares, representing approximately 0.9993% and 0.9896% of the total issued share capital as of the Adoption Date and the report date, respectively[110][113] - The first, second, and third unlocking periods allow for the release of 1/3 of the granted shares each, with specific timeframes tied to the registration completion dates[115] - The grant price for the restricted shares under the Incentive Plan is RMB 21.18 per share, determined based on fair market principles[116] - The grant price of the restricted shares under the first grant and reserved grant is RMB21.18 per share[118] - The total number of restricted shares granted in 2022 is 13,371,998, with 4,359,428 shares vested and 8,890,567 shares outstanding as of December 31, 2022[131] - The fair value of the restricted shares is determined based on the single-day closing price of the circulating shares on the grant date[132] - The closing prices of A shares before the first grant and reserved grant were RMB72.20 and RMB79.72 respectively, with a weighted average closing price of RMB96.21 before the vesting date[133] Connected Transactions and Agreements - The actual transaction amount under the Comprehensive Service Framework Agreement for 2022 was RMB12,374,347, below the annual cap of RMB18,000,000[139] - The actual transaction amount under the Entrusted Production Framework Agreement for 2022 was RMB1,877,942, below the annual cap of RMB37,760,000[142] - The Supply Chain Services Framework Agreement includes logistics, transportation, warehousing, and value-added services, with Zhilian Shunda leasing idle warehouses from the company[143] - The annual cap for the Supply Chain Services Framework Agreement was revised from RMB229 million to RMB329 million for the year ended 31 December 2022[144] - Actual transaction amounts for Logistics and Transportation Services and Warehousing and Value-added Services were RMB291.75 million, and for Warehouse Leasing Services were RMB252,294, both within the revised annual cap of RMB329 million[145] - The independent non-executive directors confirmed that the continuing connected transactions were conducted in the ordinary course of business, on normal commercial terms, and in the interest of shareholders[145] - The Company's auditor confirmed that the continuing connected transactions were approved by the Board, in accordance with the Group's pricing policies, and did not exceed the annual cap[149] Corporate Culture and Innovation - The Company has established a high-standard corporate culture system to enhance innovation, cohesion, and core competitiveness[184] Board and Supervisory Activities - The Board of Supervisors conducted on-site research in the Ningxia market to gain firsthand insights into the Company's operations nationwide[162] - The Board of Supervisors confirmed that the Company operated in strict compliance with laws, regulations, and the Articles of Association during the reporting period[163] - The
青岛啤酒股份(00168) - 2022 - 年度财报