周黑鸭2024年报

Contents 76Independent Auditor’s Report83Consolidated Statement of Profit or Loss and OtherComprehensive Income84Consolidated Statement of Financial Position86Consolidated Statement of Changes in Equity88Consolidated Statement of Cash Flows91Notes to Financial Statements204Five-Year Financial Summary 2Corporate Information4Chairman’s Statement8Business Review and Outlook14Management Discussion and Analysis28Biographies of the Directors andSenior Management33Directors’ Report58Corporate Governance Report Corporate Information公司資料 BOARD OF DIRECTORSExecutive Directors Mr. ZHOU Fuyu(Chairman and appointed as the Chief Executive Officerwith effect from June 12, 2024)Mr. ZHANG Yuchen(resigned as an Executive Director andthe Chief Executive Officer with effect from June 12, 2024)Mr. WEN Yong(resigned with effect from June 12, 2024)Mr. LYU Hanbin(appointed with effect from June 12, 2024)Ms. WANG Yali(appointed with effect from June 12, 2024) Non-executive Director Mr. PAN Pan(resigned with effect from March 27, 2024) Independent Non-executive DirectorsMr. CHAN Kam Ching, PaulMr. LU WeidongMr. CHEN Chen AUDIT COMMITTEEMr. 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. ZHOU Fuyu(appointed as a member with effect fromMarch 27, 2024)Mr. LU WeidongMr. ZHANG Yuchen(ceased to be a member with effect fromMarch 27, 2024) )) STRATEGIC DEVELOPMENT COMMITTEEMr. ZHOU Fuyu(Chairman) Mr. ZHANG Yuchen(resigned as a member with effect from June 12, 2024)Mr. WEN Yong(resigned as a member with effect from June 12, 2024)Mr. LYU Hanbin(appointed as a member with effect from June 12, 2024)Ms. WANG Yali(appointed as a member with effect from June 12, 2024) COMPANY SECRETARY FCPAFCCA Mr. CHEUNG Kai Cheong Willie(FCPA, FCCA) AUTHORIZED REPRESENTATIVESMr. ZHOU Fuyu Mr. CHEUNG Kai Cheong Willie AUDITOR 97927 Ernst & YoungCertified Public AccountantsRegistered Public InterestEntity Auditor27/F, One Taikoo Place979 King’s RoadQuarry Bay, Hong Kong 2Zhou Hei Ya International Holdings Company LimitedAnnual Report 2024 www.zhouheiya.cn COMPANY’S WEBSITEwww.zhouheiya.cn 1458 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, 2024. Chairman’s Statement主席報告 Dear Shareholders: Driven by supportive policies and under the evolving market demands, theconsumer industry underwent profound transformation and developmentin 2024, rebounding amidst challenges and steadily progressing toward anew phase of growth. As economic conditions shifted, consumers becamemore deliberate in their purchasing decisions while showing a diversifiedtrend in pursuing lifestyle quality. These changes presented Zhou Hei Yawith new challenges and opportunities, compelling us to continuouslyinnovate and adapt to the rapidly changing market. 3,000 Over the past few years, our management team has remained steadfast inour mission to “Make Life Enjoyable”, striving forward amidst a complexand volatile market environment and achieving remarkable milestones.Since the launching of our franchise model in 2019, we have successfullynavigated numerous challenges and significantly improved our riskresistance capabilities through a dual-drive business model combining self-operation and franchise. This approach not only bolstered our operationresilience during difficult times but also enabled us to rapidly expand ourmarket presence, surpassing 3,000 stores and significantly enhancingour brand influence nationwide. Additionally, we continue