周黑鸭2023年报

Contents 2Corporate Information4Chairman’s Statement7Business Review and Outlook17Management Discussion and Analysis31Biographies of the Directors andSenior Management36Directors’ Report60Corporate Governance Report 75Independent Auditor’s Report82Consolidated Statement of Profit or Loss and OtherComprehensive Income83Consolidated Statement of Financial Position85Consolidated Statement of Changes in Equity87Consolidated Statement of Cash Flows90Notes to Financial Statements204Five-Year Financial Summary Corporate Information公司資料 BOARD OF DIRECTORSExecutive Directors Mr. ZHOU Fuyu(Chairman)Mr. ZHANG Yuchen(Chief Executive Officer)Mr. WEN Yong Non-executive DirectorMr. PAN Pan(resigned with effect from March 27, 2024) Independent Non-executive Directors Mr. CHAN Kam Ching, PaulMr. LU WeidongMr. CHEN Chen AUDIT COMMITTEE Mr. CHEN Chen(Chairman)Mr. CHAN Kam Ching, PaulMr. LU Weidong NOMINATION COMMITTEE Mr. ZHOU Fuyu(Chairman)Mr. LU WeidongMr. CHEN Chen REMUNERATION COMMITTEE Mr. CHEN Chen(Chairman)Mr. LU WeidongMr. ZHANG Yuchen(ceased to be a member on March 27, 2024)Mr. ZHOU Fuyu(appointed as a member on March 27, 2024) STRATEGIC DEVELOPMENT COMMITTEE Mr. ZHOU Fuyu(Chairman)Mr. WEN YongMr. ZHANG Yuchen COMPANY SECRETARYMr. CHEUNG Kai Cheong Willie(FCPA, FCCA) (FCPA, FCCA) AUTHORIZED REPRESENTATIVES Mr. ZHOU FuyuMr. CHEUNG Kai Cheong Willie AUDITOR Ernst & YoungCertified Public AccountantsRegistered Public InterestEntity Auditor27/F, One Taikoo Place979 King’s RoadQuarry Bay, Hong Kong 97927 COMPANY’S WEBSITEwww.zhouheiya.cn www.zhouheiya.cn STOCK CODE1458 HEADQUARTERS AND PRINCIPAL PLACE OFBUSINESS IN THE PRC No. 8-1 Huitong Road ZoumalingDongxihu DistrictWuhan City, Hubei Province, PRCPostal code: 430040 8-1430040 CAYMAN ISLANDS PRINCIPAL SHAREREGISTRAR AND TRANSFER OFFICE Intertrust Corporate Services(Cayman) LimitedOne Nexus WayCamana BayGrand CaymanKY1-9005Cayman Islands Intertrust Corporate Services(Cayman) LimitedOne Nexus WayCamana BayGrand CaymanKY1-9005Cayman Islands HONG KONG SHARE REGISTRAR Computershare Hong Kong Investor Services LimitedShops 1712-1716, 17th FloorHopewell Centre183 Queen’s Road East, WanchaiHong Kong 183171712-1716 REGISTERED OFFICE IN CAYMAN ISLANDS One Nexus WayCamana BayGrand CaymanKY1-9005Cayman Islands One Nexus WayCamana BayGrand CaymanKY1-9005Cayman Islands PRINCIPAL PLACE OF BUSINESS INHONG KONG 40th Floor, Dah Sing Financial CentreNo. 248 Queen’s Road EastWanchaiHong Kong 24840 PRINCIPAL BANKS Industrial and Commercial Bank of ChinaLimited (Wuhan Xibeihu Sub-Branch)Bank of Communications Co., Ltd. (Xinshijie Sub-Branch)Bank of Communications Co., Ltd. (Offshore Finance Division)China Merchants Bank (Wuhan Dongxihu Sub-Branch) CHAIRMAN’SSTATEMENT主席報告 On behalf of the board (the “Board”)of directors (the “Directors”) ofZhou Hei Ya International HoldingsCompany Limited (the “Company” or“Zhou Hei Ya”), I am pleased to presentthe annual report of the Company andits subsidiaries (the “Group” or “we”)for the year ended December 31, 2023. Chairman’s Statement主席報告 Dear Shareholders: In 2023, the global economy recovered slowly, and the Chinese economyposted good momentum despite pressures. The year 2023 marks the firstyear since the lifting of COVID-19 restrictions. As public travel resumed,we witnessed a gradual resurgence of human traffic, accompaniedby a partial return of online traffic to offline channels, injecting newvitality into the market. However, amidst the triple economic pressuresof shrinking demand, disrupted supply and weakening expectations,the public consumption environment and habits have also undergoneprofound changes. Due to the challenges of slack consumer demand andweakened consumer confidence, consumer brands operating within theconsumption upgrade cycle need to adapt to industry trends and embracechanges to achieve a soft landing amid consumption differentiation. Looking back to 2023, Zhou Hei Ya closely followed changes inthe consumer industry, adeptly adjusted its business strategies, andendeavored to improve its operational quality against considerable costincreases and intricate external challenges. In terms of store expansion,we concentrated on stores located in transportation hubs to enhance theiroperational efficiency. In terms of products, we aligned our strategieswith consumer preferences and introduced cost-effective new productsand packages. In terms of channel expansion, we proactively operatedemerging online platforms and channels to expand our consumer reach.Meanwhile, we remained steadfast in meeting our highest standards inquality, flavors and services. On the supply chain side, we prioritized costreduction, efficiency improvement and refined operations, and promotedthe full-link collaboration, laying a foundation for our business growth. 3,816OCM In 2023, quality remained paramount in our expansion efforts. In responseto evolving market conditions, we actively adjusted the strategies onope