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美团-W(03690) - 2023 - 年度财报
03690MEITUAN(03690)2024-04-28 23:54
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Financial Performance - Core local commerce revenue for Q4 2023 was RMB 8,019,425 thousand, accounting for 14.5% of total revenue, compared to RMB 10,095,831 thousand (17.5%) in Q3 2023[1] - New business segment operating loss narrowed to RMB 4,832,692 thousand (26.0% loss margin) in Q4 2023 from RMB 5,111,976 thousand (27.2% loss margin) in Q3 2023, a 1.2 percentage point improvement[2] - Net profit for Q4 2023 was RMB 2,216,987 thousand, down from RMB 3,593,234 thousand in Q3 2023[16] - Total revenue for 2023 reached RMB 276,744,954 thousand, with core local commerce contributing RMB 206,906,932 thousand and new business contributing RMB 69,838,022 thousand[6] - Cost of sales increased by 13.5% YoY to RMB 179.6 billion in 2023, but as a percentage of revenue decreased by 7.0 percentage points to 64.9%[9] - R&D expenses remained stable at RMB 9.4 billion in 2023, with the percentage of revenue decreasing by 1.0 percentage point to 3.4%[10] - Adjusted EBITDA for 2023 was RMB 23,878,018 thousand, a significant increase from RMB 9,724,589 thousand in 2022[17] Cash and Investments - As of December 31, 2023, the company held RMB 33.3 billion in cash and cash equivalents and RMB 111.8 billion in short-term financial investments[18] - The company issued zero-coupon convertible bonds totaling 1,483.6millionduein2027and1,483.6 million due in 2027 and 1,500 million due in 2028, with net proceeds of approximately 2,971.5 million intended for technological innovation, including R&D in autonomous delivery vehicles and drone delivery[41] - As of December 31, 2023, 241.2 million of the net proceeds from the 2027 and 2028 bonds remained unused, with 1,307.7millionalreadyutilizedfortechnologicalinnovation[41]−Thecompanyplanstofullyutilizetheremainingnetproceedsfromthe2027and2028bondswithin5yearsfromtheissuancedate[41]−Thenetproceedsfromthe2021placementandsubscriptionamountedtoapproximately1,307.7 million already utilized for technological innovation[41] - The company plans to fully utilize the remaining net proceeds from the 2027 and 2028 bonds within 5 years from the issuance date[41] - The net proceeds from the 2021 placement and subscription amounted to approximately 6.6 billion, with 347.6millionusedfortechnologicalinnovationandgeneralcorporatepurposesduringthereportingperiod[89]−AsofDecember31,2023,347.6 million used for technological innovation and general corporate purposes during the reporting period[89] - As of December 31, 2023, 3.3 billion of the net proceeds from the 2021 placement and subscription remained unused, compared to 3.6billionasofDecember31,2022[89]−Thecompanyplanstofullyutilizetheremainingnetproceedsfromthe2021placementandsubscriptionwithin5yearsfromthecompletionoftheplacementandsubscription[89]EmployeeandCompensation−Thecompanyemployed114,731full−timeemployeesasofDecember31,2023,withthemajoritybasedinChina[24]−Thecompany′sindependentnon−executivedirectorsreceiveannualfixedcashcompensationofRMB500,000andequity−basedcompensationofRMB1,000,000,subjecttocertainconditions[47]−Thecompanyparticipatesinvariousemployeesocialsecurityandhousingprovidentfundprograms,contributingaspecificpercentageofemployeesalaries[53]−Thecompanygrantsequityincentiveawardstoemployeestoencouragecontributionstogrowthanddevelopment[53]−Thecompany′sboardofdirectorshasestablishedacompensationcommitteetoreviewthegroup′scompensationpolicyandstructure[157]−Thecompany′sretirementandemployeebenefitplansaredetailedintheconsolidatedfinancialstatements[159]−Thecompany′snon−executivedirectorsareappointedforatermofthreeyears,whichautomaticallyrenewsunlessterminatedwithatleastonemonth′swrittennotice[170]−Noannualdirector′sfeesarepayabletonon−executivedirectorsunderthecurrentarrangement[170]−Thecompany′sdirectorsdonothaveanyservicecontractsthatcannotbeterminatedbythegroupwithinoneyearwithoutcompensation(exceptforstatutorycompensation)[172]ShareStructureandEquity−ShenNanpengholds9,476,400ClassBsharesandhasa1.683.6 billion as of December 31, 2022[89] - The company plans to fully utilize the remaining net proceeds from the 2021 placement and subscription within 5 years from the completion of the placement and subscription[89] Employee and Compensation - The company employed 114,731 full-time employees as of December 31, 2023, with the majority based in China[24] - The company's independent non-executive directors receive annual fixed cash compensation of RMB 500,000 and equity-based compensation of RMB 1,000,000, subject to certain conditions[47] - The company participates in various employee social security and housing provident fund programs, contributing a specific percentage of employee salaries[53] - The company grants equity incentive awards to employees to encourage contributions to growth and development[53] - The company's board of directors has established a compensation committee to review the group's compensation policy and structure[157] - The company's retirement and employee benefit plans are detailed in the consolidated financial statements[159] - The company's non-executive directors are appointed for a term of three years, which automatically renews unless terminated with at least one month's written notice[170] - No annual director's fees are payable to non-executive directors under the current arrangement[170] - The company's directors do not have any service contracts that cannot be terminated by the group within one year without compensation (except for statutory compensation)[172] Share Structure and Equity - Shen Nanpeng holds 9,476,400 Class B shares and has a 1.68% equity interest in the company through SNP China Enterprises Limited and other controlled entities[78] - Charmway Enterprises holds 88,650,000 Class A shares, with Mu Rongjun having beneficial interests in these shares through a trust structure[81] - The total number of issued shares as of December 31, 2023, is 6,244,375,781, including 604,519,783 Class A shares and 5,639,855,998 Class B shares[96] - Crown Holdings holds 489,600,000 Class A shares, representing 80.99% of the Class A shares[98] - Charmway Enterprises holds 88,650,000 Class A shares, representing 14.66% of the Class A shares[98] - If all outstanding 2027 and 2028 convertible bonds were converted as of December 31, 2023, the total number of issued shares would increase to 6,298,140,567[83] - The 2027 convertible bond holders would hold 26,734,628 shares, representing 0.42% of the total shares if converted[83] - The 2028 convertible bond holders would hold 27,030,158 shares, representing 0.43% of the total shares if converted[83] - Other shareholders hold 5,640,125,781 shares, representing 89.56% of the total shares if all convertible bonds are converted[83] - The total number of shares that can be issued under the Pre-IPO Employee Share Incentive Plan is capped at 683,038,063 shares, subject to adjustments for other dilutive issuances[103] - No further stock options or restricted share units will be granted under the Pre-IPO Employee Share Incentive Plan after the company's listing[104] - The exercise period for stock options granted under the Pre-IPO Employee Share Incentive Plan is between the end of the vesting period and the 10th anniversary of the grant date[113] - As of December 31, 2023, no directors or key executives held any interests or short positions in the shares or related shares of the company's associated corporations[118] - BlackRock, Inc. holds a 5.88% interest in the company's Class B shares, totaling 331,564,182 shares[120] - JPMorgan Chase & Co. holds a 2.35% interest in the company's Class B shares, totaling 132,265,101 shares[120] - Brown Brothers Harriman & Co. holds a 5.24% interest in the company's Class B shares, totaling 295,591,050 shares[120] - The Pre-IPO Employee Share Incentive Plan aims to align the interests of directors, employees, and consultants with those of the company's shareholders and to incentivize outstanding performance[102] - The committee has the discretion to determine the terms and conditions of the incentives, including the grant or purchase price[104] - Restricted share units may be paid in cash, shares, or a combination of both, as determined by the committee[108] - The company has a total of 6,244,375,781 issued shares as of December 31, 2023, including 604,519,783 Class A shares and 5,639,855,998 Class B shares[121] - The potential conversion of outstanding convertible securities under the 2027 and 2028 bonds could have an anti-dilutive effect on earnings per share, and these were not included in the diluted earnings per share calculation for the year ended December 31, 2023[123] - The company has a limit of 62,421,252 Class B shares (1% of total issued shares) that can be issued under the post-IPO share option plan and other share plans, beyond which further grants require shareholder approval[136] - The company's share incentive plan includes options with exercise prices ranging from 0.000017 to 5.18pershare,withvestingperiodsfrom0.5to6years[130]−AsofDecember31,2023,thecompanyhad5,000,000unexercisedoptionsgrantedtodirectorMuRongjun,withexercisepricesrangingfrom5.18 per share, with vesting periods from 0.5 to 6 years[130] - As of December 31, 2023, the company had 5,000,000 unexercised options granted to director Mu Rongjun, with exercise prices ranging from 3.86 to 5.18pershare[129]−Thecompany′spost−IPOshareoptionplan,adoptedonAugust30,2018,andamendedonJune30,2023,iseffectivefor10yearsfromthedateofadoption[133]−Thecompany′sshareincentiveplanallowsforflexiblepaymentmethodsforoptionexercises,includingcash,checks,shares,oracombinationthereof[127]−Thecompany′sshareincentiveplanincludesperformanceindicatorsandothertermsforrestrictedshareunits,withpaymentformsandtimingdeterminedbythecommittee[129]−Thecompany′sshareincentiveplanallowsfortheadjustmentofoptionexercisepriceswithoutshareholderorparticipantapproval,provideditisnotprohibitedbyapplicablelaw[126]−Thecompany′sshareincentiveplanincludesalimitof15.18 per share[129] - The company's post-IPO share option plan, adopted on August 30, 2018, and amended on June 30, 2023, is effective for 10 years from the date of adoption[133] - The company's share incentive plan allows for flexible payment methods for option exercises, including cash, checks, shares, or a combination thereof[127] - The company's share incentive plan includes performance indicators and other terms for restricted share units, with payment forms and timing determined by the committee[129] - The company's share incentive plan allows for the adjustment of option exercise prices without shareholder or participant approval, provided it is not prohibited by applicable law[126] - The company's share incentive plan includes a limit of 1% of total issued shares for grants to service providers, beyond which further grants require shareholder approval[136] - Wang Xing holds 489,600,000 Class A shares, representing 80.99% of the total Class A shares[160] - Mu Rongjun holds 88,650,000 Class A shares, representing 14.66% of the total Class A shares[161] - The company has a limit of 624,212,527 Class B shares that can be issued under the post-IPO share option plan, which is approximately 10% of the total issued shares[151] - The company's post-IPO share option plan allows for the issuance of options with a maximum term of 10 years from the grant date[163] - The company's post-IPO share option plan includes performance-based vesting conditions and a mixed vesting schedule over a 12-month period[164] - The company's post-IPO share option plan includes a 1% individual limit and a 0.1% limit for certain participants[153][154] - As of January 1, 2023, the number of share options available for grant under the post-IPO share option plan was 472,240,496 shares[180] - As of December 31, 2023, the number of shares to be granted under the plan limit and service provider sub-limit was 609,351,099 shares and 62,401,365 shares respectively[180] - No share options were granted under the post-IPO share option plan during the reporting period[180] - The post-IPO share option plan will remain in effect for approximately four years and nine months as of December 31, 2023[179] - The vesting period for share options granted under the post-IPO share option plan must be at least 12 months, except in specific circumstances such as death, disability, or force majeure[178] - The post-IPO share option plan has been effective since September 20, 2018, and will remain in force for ten years[179] - Total unexercised share options as of December 31, 2023, amounted to 1,706,198 shares, with 315,000 options exercised and 283,212 options forfeited during the reporting period[181] - The weighted average market price of Class B shares before the exercise date of employee share options in 2023 was HK115.3667 per share[181] - The company's Post-IPO Share Award Plan allows for the issuance of up to 62,421,252 Class B shares, representing approximately 1% of the total issued shares as of the annual report date[185] - Any further awards under the Post-IPO Share Award Plan that exceed the 1% individual limit of total issued shares require separate shareholder approval[185] - The weighted average market price of Class B shares before the vesting date of restricted share units for service providers in 2023 was HK$125.8363 per share[197] - As of December 31, 2023, the total effective restricted share units granted to directors under the Post-IPO Share Award Plan were 68,800 for 2019 grants, 16,865,997 for 2021 grants, and 58,261,362 for 2023 grants[193] - The purchase price for restricted share units under the Post-IPO Share Award Plan is zero[195] - The Post-IPO Share Award Plan is valid for ten years from the effective date and will expire on the tenth anniversary, with provisions for early termination by the board[188][190] - The post-IPO share incentive plan aims to align the interests of eligible individuals with the group's interests through share ownership, dividends, and share appreciation[200] - Eligible participants for the post-IPO share incentive plan include employees, associated entities, and service providers, subject to local legal restrictions[200] - The total number of B-class shares that can be issued under the post-IPO share incentive plan is capped at 624,212,527, approximately 10% of the total issued shares as of the annual report date[200] Dividend Policy - The company's dividend distribution is subject to Chinese accounting standards, requiring 10% of after-tax profits to be allocated to statutory reserves until they reach 50% of the registered capital[68] - The company's dividend policy is discretionary, based on profitability, cash flow, financial condition, capital needs, and statutory reserve requirements[68] - The company is registered in the Cayman Islands, and future dividend payments depend on the availability of dividends from its subsidiaries[68] Business Operations and Management - Wang Puzhong, CEO of Meituan's Core Local Commerce, oversees nine business segments including Meituan Platform, Meituan Waimai, and Meituan Delivery[65] - The company's major business review and performance analysis are detailed in the "Chairman's Report," "Management Discussion and Analysis," and "ESG Report" sections of the annual report[69] - The company has no significant investment or capital asset plans other than those disclosed in the report as of December 31, 2023[52] - The company did not issue any debt securities during the year ended December 31, 2023[73] - The company's equity changes during the reporting period are detailed in Note 26 of the consolidated financial statements[72] - No directors or senior executives had any reportable interests or short positions in the company or its associated corporations as of December 31, 2023[80] - The company has not entered into any contracts for the management and administration of the business during the reporting period[155] - The company has not granted any rights to directors to acquire shares or debentures during the reporting period[156] Shareholder Information - HongShan Funds holds approximately 0.19%, 0.02%, 0.03%, 0.58%, 0.01%, 0.10%, 0.15%, 0.001%, 0.003%, 0.01%, 0.23%, 0.02%, and 0.01% of the company's outstanding shares respectively[168]