BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2022 Annual Report April 2023 1 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2022 Annual Report Section I Important Notice, Contents and Definitions The Board of Directors and the Board of Supervisors of the Company and its directors, supervisors and senior management warrant that the information contained in this annual report is true, accurate and complete without any false records, misleading statements or material omissions, and severally and jointly accept the legal liability thereof. Xie Bingzheng, the person in charge of the Company, Tang Xinqiao, the person in charge of accounting of the Company, and Chen Zhihui, the person in charge of the accounting department of the Company, declared that they warrant the truthfulness, accuracy and completeness of the financia l statements set out in this annual report. All directors of the Company attended the Board meeting, on which this report was reviewed. The forward-looking statements in this annual report, including development strategies and business plans, do not constitute substantive commitments of the Company to investors. Investors and related personnel should remain vigilant and understand the differences between plans, forecasts and commitments. Investors should be aware of the investment risks. The Company shall comply with the information disclosure requirements of the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for Self-discipline and Supervision of Listed Companies — Industry 2 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Information Disclosure. The Company has described the potential risks it may face in the future in “Section III Discussion and Analysis of the Management” and “Section XI Future Development Prospects of the Company”. Investors should be aware of the investment risks. The Board meeting has deliberated and approved the following profit distribution proposal: Distribute a cash dividend of RMB3.00 (tax inclusive) for every 10 shares to all shareholders based on a total share capital of 570,707,084 shares as at December 31, 2022; no bonus shares will be issued and no capital reserve will be converted into share capital. 3 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Contents Section I Important Notice, Contents and Definitions................................................................................................... 2 Section II Company Profile and Key Financial Indicators .......................................................................................... 7 Section III Discussion and Analysis of the Management ............................................................................................ 12 Section IV Corporate Governance ................................................................................................................................... 59 Section V Environmental and Social Responsibilities.................................................................................................. 81 Section VI Significant Events............................................................................................................................................. 83 Section VII Changes in Shareholding and Information of Shareholders ............................................................... 90 Section VIII Particulars of Preference Shares............................................................................................................... 98 Section IX Particulars of Bonds ........................................................................................................................................ 99 Section X Financial Report .............................................................................................................................................. 100 4 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Documents Available for Inspection (1) Financial statements affixed with the official stamps and signatures of the Company’s responsible person, the person in charge of accounting, and the person in charge of accounting department of the Company; (2) Original of the audit report affixed with the stamp of the CPA firm as well as the stamps and signatures of the certified public accountants; (3) All original copies of the Company’s documents and the original drafts of the Company’s announcements as disclosed on the websites designated by the CSRC during the reporting period; (4) Place for document inspection: Office of the Board of Directors. 5 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Terms and Definitions Term Definition Issuer, Company, the Company, joint-stock BIEM.L.FDLKK Garment Co., Ltd. company, BIEM.L.FDLKK Controlling shareholder, actual controller Xie Bingzheng and Feng Lingling, who are a couple Persons acting in concert Xie Bingzheng, Feng Lingling Articles of Association of BIEM.L.FDLKK Garment Co., Articles of Association Ltd. RMB-denominated ordinary shares with a par value of A shares RMB1.00 per share RMB Official currency of PRC Company Law The Company Law of the People's Republic of China Securities Law The Securities Law of the People's Republic of China CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange Huaxing Huaxing Certified Public Accountants LLP A general term for articles that decorate human body, Garment including clothes, shoes, hats, socks, gloves, scarves, ties, bags, etc. A model where the Company opens direct retail terminals, Direct sale is responsible for the management of the terminal stores and bears all channel costs A model where the Company signs a franchise contract with enterprises or individuals up to certain certifications, granting them the right to run the Company's branded clothes by opening franchise stores within a certain period Franchise of time and region, while the Company provides corresponding guidance and support. The franchisee is responsible for the management and operation of the terminal store and bears channel expenses. A model where the Company signs an agreement with the joint operation party (shopping malls, airports golf clubs) who provides the business premise, collects payments from and issues invoices to consumers, and settles with the Joint operation Company after deducting a certain percentage from the sales revenue. This model is also called “store-within-a- store” in the industry, and the joint operation party allows the Company to renovate and display based on its own styles for brand image presentation and promotion. Manufacturing enterprises that process fabrics and Garment factory accessories into garments A collective term for fabric suppliers, accessory suppliers Supplier and garment factories 6 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section II Company Profile and Key Financial Indicators I. Company Information Stock abbreviation BYLF Stock code 002832 Stock exchange on which the Shenzhen Stock Exchange shares are listed Chinese name of the 比音勒芬服饰股份有限公司 Company Abbreviation of Chinese 比音勒芬 name of the Company English name of the Company BIEM.L.FDLKK Garment Co., Ltd. (if any) Abbreviation of English name BIEM of the Company (if any) Legal Representative of the Xie Bingzheng Company Registered address No. 608 East Xingye Avenue, Nancun Town, Panyu District, Guangzhou City Postal code of registered 511442 address Date of first registration: January 2, 2003; Registered address: Room 3001, Tianyu Garden, No. 138 Linhe Middle Road, Tianhe District, Guangzhou; Historical changes of the Date of registration change: November 28, 2007; Registered address: All of No. 309 Xingye Company's registered address Avenue, Nancun Town, Panyu District, Guangzhou; Date of registration change: March 18, 2020; Registered address: No. 608 East Xingye Avenue, Nancun Town, Panyu District, Guangzhou. Office address No. 608 East Xingye Avenue, Nancun Town, Panyu District, Guangzhou Postal code of office address 511442 Company website www.biemlf.com Email investor@biemlf.com II. Contact Persons and Contact Methods Secretary to the Board Representative of securities affairs Name Chen Yang Chen Haihua No. 608 East Xingye Avenue, Nancun No. 608 East Xingye Avenue, Nancun Address Town, Panyu District, Guangzhou Town, Panyu District, Guangzhou Tel 020-39952666 020-39952666 Fax 020-39958289 020-39958289 Email investor@biemlf.com investor@biemlf.com III. Information Disclosure and Location for Inspection of Documents Website of the stock exchange on which the annual report is Shenzhen Stock Exchange (http://www.szse.cn) published Name and website of the media on which the annual report is Securities Times, Shanghai Securities News, China Securities 7 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report published Journal, Securities Daily, and http://www.cninfo.com.cn Location for inspection of the annual report Shenzhen Stock Exchange, Office of the Board of Directors IV. Historical Changes of the Company's Registration Information Unified Social Credit Code 914401017462725710 Changes in the Company's main businesses since listing (if None any) Changes of controlling shareholder (if any) None V. Other Relevant Information CPA firm engaged by the Company Name Huaxing Certified Public Accountants LLP Floor 7-9, Block B, Zhongshan Building, No. 152 Hudong Office address Road, Gulou District, Fuzhou City, Fujian Province Name of signing accountants Chen Danyan, He Ting Sponsor engaged by the Company to fulfill continuous supervision obligation during the reporting period □ Applicable Not applicable Financial advisor engaged by the Company to fulfill continuous supervision obligation during the reporting period □ Applicable Not applicable VI. Main Accounting Data and Financial Indicators Whether the Company needs to perform retrospective adjustment or restatement of accounting data for previous years □ Yes No 2022 2021 Changes over last year 2020 Revenue (RMB) 2,884,841,760.82 2,719,989,257.14 6.06% 2,303,326,211.84 Net profit attributable to shareholders of the 727,597,822.61 624,541,483.00 16.50% 498,822,424.55 listed company (RMB) Net profit attributable to shareholders of the listed company after 670,578,894.32 580,283,266.50 15.56% 463,280,686.95 deducting non- recurring profit and loss (RMB) Net cash flow from operating activities 942,236,033.82 897,523,638.07 4.98% 636,849,599.20 (RMB) Basic earnings per 1.28 1.15 11.30% 0.95 share (RMB/share) Diluted earnings per 1.28 1.15 11.30% 0.94 share (RMB/share) Weighted average 19.35% 21.73% -2.38% 22.97% return on equity End of 2022 End of 2021 Changes over the end End of 2020 8 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report of last year Total assets (RMB) 5,578,885,921.48 4,862,956,852.42 14.72% 3,748,598,697.97 Net assets attributable to shareholders of the 4,130,033,512.93 3,245,441,596.49 27.26% 2,416,825,789.61 listed company (RMB) The lower of the net profits before and after deducting the non-recurring profit and loss in the most recent three accounting years is all negative, and the audit report of the most recent year shows that the Company’s ability to continue operations is uncertain □ Yes No The lower of the net profits before and after deducting the non-recurring profit and loss is negative □ Yes No VII. Difference in Accounting Data under Domestic and International Accounting Standards 1. Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS) □ Applicable Not applicable There is no such differences during the reporting period 2. Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS) □ Applicable Not applicable There is no such differences during the reporting period VIII. Major Financial Indicators by Quarter Unit: RMB Q1 Q2 Q3 Q4 Revenue 810,420,572.37 502,820,028.70 911,552,297.05 660,048,862.70 Net profit attributable to shareholders of the 212,692,757.27 82,131,719.86 278,666,725.94 154,106,619.54 listed company Net profit attributable to shareholders of the listed company after 201,656,919.76 63,812,113.24 268,496,069.34 136,613,791.98 deducting non- recurring profit and loss Net cash flows from 466,607,840.66 50,446,630.57 273,682,048.04 151,499,514.55 operating activities Whether there are significant differences between the above-mentioned financial indicators or its total number and the relevant financial indicators disclosed in the Company’s quarterly reports and semi-annual report □ Yes No 9 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report IX. Non-recurring Items and Amounts Applicable □ Not applicable Unit: RMB Item Amount in 2022 Amount in 2021 Amount in 2020 Description Gains or losses from the disposal of non- current asset (including 1,757,902.41 -411,065.65 -54,727.43 the write-off that accrued for impairment of assets) Governmental grants reckoned into current profits/losses (excluding grants enjoyed in quota or ration according to 23,247,374.45 14,577,835.79 19,663,426.38 national standards, which are closely relevant to the Company’s normal business) Gains or losses from 104,009.33 debt restructuring Gains or losses from changes in fair value of financial assets and financial liabilities held for trading, and investment income from the disposal of financial assets and financial liabilities held 5,219,168.76 3,424,832.00 425,333.33 for trading and available-for-sale financial assets, excluding the effective hedging business related to the normal operation of the Company Reversal of write-down for receivables whose 1,944,412.53 impairment was tested individually Other non-operating revenue and expenses 441,307.62 -4,924,109.89 -980,592.68 except for the aforementioned items Other profit and loss items that qualify the 39,121,856.42 38,711,860.90 24,501,459.48 definition of non- recurring profit and 10 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report loss Less: Influence of 12,768,681.37 9,169,558.51 8,013,161.48 income tax Total 57,018,928.29 44,258,216.50 35,541,737.60 -- Details of other profit and loss items that qualify the definition of non-recurring profit and loss: Applicable □ Not applicable During the reporting period, the Company had RMB39,121,856.42 of other profit and loss items that qualify the definition of n on- recurring profit and loss, which were the income from wealth management products. Descriptions where the Company defines any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period □ Applicable Not applicable The Company did not define any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period. 11 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section III Discussion and Analysis of the Management I. Status of the Industry to Which the Company Belongs during the Reporting Period The Company shall comply with the information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. 1. With the continued recovery of the global luxury goods market, the domestic luxury goods market is growing strongly. In 2022, the global luxury goods market showed continued recovery and reached a value of RMB2.545 trillion, an increase of 17% year-on-year. The fast growth has been especially represented in leading luxury brands, with the average market size up by more than 30% compared with 2019. Pursuant to the 2022 China Luxury Report published by Yaok Institute, a professional research and consulting organization in the field of China’s high-end consumption, the Chinese luxury market (i.e. at home and abroad) reached RMB956 billion in 2022, contributing a 38% share of the global luxury market. Chinese people remain the most important force in global luxury consumption. Meanwhile, the domestic sales of luxury goods demonstrated a strong momentum. 2. Chinese garment companies are developing towards the high-end and brand-oriented trend, and there is broad room for high-end brands and brands with high quality/price ratio. China has experienced several decades of fast economic development, and the consumption level of Chinese residents has improved significantly, laying a solid foundation for the development of the garment industry. According to the Investigation and Analysis Report on the Development and Consumption Trend of China’s Garment Industry 2022 -23 recently released by the iiMedia Research, the retail sales of apparel goods of enterprises above designated size in China reached RMB997.46 billion in 2021. Under the boost of the Outline of the 14th Five-Year Plan for Textile Industry and other policies to promote the development and consumption of the clothing industry, sales of the clothing market improved significantly in 2021. Pursuant to data of the 12 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report National Bureau of Statistics, the cumulative retail sales of apparel goods of enterprises above designated size were RMB189. 48 billion in January and February 2023, up by 6.4% year-on-year; the growth rate is 14.1 percentage points higher than that of 2022. In the future, China’s garment companies will continue to develop towards a high-end and branded trend and will be further recognized by consumers. It is expected that the retail sales will reach RMB1.10718 trillion in 2025. In addition, with enhanced comfort and design, domestic upmarket menswear brands are increasingly accepted by the market, so they have accelerated the pace to open up more stores. With the gradual recovery, there will be huge market space for domestic upmarket menswear brands with strong product quality, high brand recognition, and continuously upgraded channel formats. 3. With the rise of outdoor sports, high-end outdoor apparel brands experience a massive surge. In recent years, under the influence and boost of various factors, short-distance tours around the local area have been booming, driving the surge of outdoor sports such as mountaineering, hiking, cycling, Frisbee, camping, and land surfing. The camping industry registered a growth rate of 22.2% and 62.5% in 2020 and 2021, respectively. In 2022, the camping market grew 18.6% to RMB35.46 billion. According to the Report on China’s Camping Industry Status and Consumption Behavior 2021 -22 published by iiMedia Research, the core market size of China's camping economy is expected to reach RMB248.32 billion in 2025, which will drive the entire market size to RMB1.44028 trillion. In November 2022, the Ministry of Culture and Tourism of the P.R.C., in joint efforts with other departments, promulgated the Guiding Opinions on Promoting the Healthy and Orderly Development of Camping Tourism and Leisure , which proposes an objective of RMB3 trillion for the outdoor sports industry in 2025, thereby hitting the “accelerator” for outdoor activities. Data of LeadLeo Research Institute shows that China’s new middle class has swollen from 53 million in 2010 to 400 million. According to a survey conducted by DT Finance, 86% of the new middle class participates in outdoor activities in daily life, of which 66.2% are regular outdoor goers. As a result, with the rise of outdoor sports and the increase of the new middle class, the concept of high-quality and refined consumption will drive the massive surge of upmarket outdoor apparel brands. 13 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4. As Gen Z appears on the horizon, casual wear, sportswear and “China-chic” styles enjoy high popularity. In accordance with the Investigation and Analysis Report on the Development and Consumption Trend of China’s Garment Industry 2022-23 released by the iiMedia Research, the young and middle-aged and Gen Z constitute the main consumers of China’s garment industry, accounting for 84.8% in total. The top three apparel styles preferred by Chinese consumers are casual wear, sportswear, and what’s trending in the season, taking up 59.5%, 45.6% and 29.0%, respectively. As the per capita disposable income of Chinese residents and the proportion of urban population increase year by year, a higher proportion of Gen Z lives in cities, who are characterized by better material conditions, greater spending power, higher values and stronger brand viscosity. They have a greater acceptance of “China-chic” brands. “China-chic” products are embedded with the attributes of traditional Chinese cultural IPs, which have attracted a large number of new-generation consumers, with increasingly higher influence in the apparel industry. During the reporting period, there were no significant changes to national taxation, import and export policies that would exert a significant impact on the Company against the industry to which the Company belongs. 14 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report II. Principal Businesses of the Company during the Reporting Period The Company shall comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. (I) Principal Businesses BIEM.L.FDLKK Garment Co., Ltd. mainly engages in garment research and design, brand promotion and digital operation, marketing network construction and supply chain management. Adhering to the positioning of a high-end fashion sportswear brand, the Compa ny focuses on its principal businesses. The Company has established a core value of “one dedication and three haves”, i.e. dedication to principal business and continuous innovation, and having passion, resilience and responsibility, a nd has defined being “international, upmarket, youthful and standardized” as its goals in the current stage. It is dedicated to meeting the multi-scenario dressing needs of the elites for the pursuit of a refined and beautiful life, with a brand design concept of “three highs and one innovation”, i.e. “high quality, high taste, high technology and innovative spirit”. Upholding the mission of “continuously creating values for consumers”, the Company aims to build a century-old, world-renowned clothing group. The Company focuses on the garment sector and implements a multi-brand strategy. Priority is given to the cultivation of core competitiveness, so as to build a leading brand in the sector. Currently, the Company owns three brands: BIEM.L.FDLKK, Golf Fashion and CARNAVAL DE VENISE. 1. BIEM.L.FDLKK brand The BIEM.L.FDLKK brand targets at the segment combining golf and fashionable and casual life. Continuous product innovation, brand power enhancement, and channel expansion have driven the high growth of the brand. The Company intends to build it into 15 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report an upmarket casual sportswear brand. The BIEM.L.FDLKK brand comprises Life series, Fashion series, and Palace Culture series. (1) Life series BIEM.L.FDLKK Life series The Life series adopt internally-renowned fabrics and accessories, ultimate craftsmanship and brilliant designs to ensure high quality and high taste. The series target at consumers who are keen on casual, comfortable, low-key and luxurious clothing, and pay attention to their own image and influence. (2) Fashion series BIEM.L.FDLKK Fashion series The Fashion series integrate elements of international trends and use high-quality fabrics and acme tailoring to ensure the fashion sense and quality of the products. The series target at young consumers with a taste for personality and accessible luxury. (3) Palace Culture series co-branded with the Forbidden City BIEM.L.FDLKK Palace Culture series The Palace culture of the Forbidden City is a symbol of nobility and classics, which has withstood the changes of the times with endless new vitality. Golf is the representative of aristocratic culture. The Company combines the design essence and spiritua l 16 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report charm of the two and gives them a new taste and charm with quality craftsmanship, to show the national confidence of contemporary Chinese people. Under continued, in-depth cooperation with the Palace culture of the Forbidden City and the intangible cultural heritage of Su embroidery, the Company has successively launched a series of co-branded products, including “Zhen Dou Yi Ni” (the Emperor is at your service), “Tian Guan Ci Fu” (heaven official’s blessing), “Fu Lu Shou” (three gods o f fortune, prosperity and longevity), “Feng Tian Cheng Yun” (Mandate from Heaven), “Rui Hu You Fu” (tiger sending blessing), and “Yu Tu Chao Yuan” (rabbit paying respect to the moon at the beginning of the New Year). These joint products bring trendy clothes with signature Chinese styles to consumers. 2. Golf Fashion brand The Golf Fashion brand is positioned as a high-end fashion sportswear. Using the world’s leading functional fabrics and integrating characteristics of golf and other outdoor sports into design, the products boast both functionality and comfort. Target consumers are enthusiasts of golf and other outdoor sports who value sports, fashion and functionality. Golf Fashion brand The Golf Fashion brand is derived from the Company’s high-end fashion series and adheres to the style of being “young, fashionable and innovative”. Under the leadership of the new Korean designer, the fashion sense of the brand has been improve d and SKUs have been enriched. The Company has opened separate stores for the Golf Fashion brand, which will further enhance the consumption experience of high-end consumers for fashionable sportswear. 3. CARNAVAL DE VENISE brand The CARNAVAL DE VENISE brand ( ) is positioned to tap the blue ocean market of vacation and travel apparel, focusing on matching clothes for families and couples. Focusing on a segmented market, the products can satisfy the multi-scenario dressing needs of middle-class consumers in high-quality travels. It is hoped that when people think of vacation travel apparel, CARNAVAL DE VENISE would be the first to pop up in their minds. During the reporting period, the CARNAVAL DE VENISE brand ( ) furthered cooperation with Snoopy and added the Doraemon series, a well-known Japanese IP. In the future, the Company will launch more designer joint series and 17 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report cross-brand joint series, to meet the demands of middle-class consumers for themed and cultural products. CARNAVAL DE VENISE ( ) 2023 Spring/Summer Collection (II) Business models of the Company 1. Operation model: committed to high value -added links on the business chain such as product design and development and brand operation As the operator of a domestic high-end fashion sportswear brand, the Company adopts the “dumbbell” business model; that is, it focuses on the core upstream links with high value addition such as product design and development, brand operation, development and control of sales channels, and outsources links of low value addition such as production, transportation and distribution. Such a business model takes on the “U-shaped smile curve” with division of labor in the industry chain as the horizontal axis and value addition as the vertical axis. U-shaped smile curve 18 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Design and development model: building high-end, differentiated products with ingenuity and craftsmanship Adhering to the product design and development concept of “three highs and one innovation”, i.e. high quality, high taste , high technology, and innovative spirit, the Company improves the taste and cultural connotations of products through fabric innovation, process innovation, plate innovation, and crossover design innovation. It strives to offer consumers with high-value products and meet their differentiated demands in consumption upgrading. The product design and development process of the Company mainly comprises four stages: market data analysis and forecast, conception and initial design, plate making and review, verification on ordering meetings and design finalization 3. Sales model: online + offline omni-channel layout The Company mainly adopts a sales model of direct sales plus franchise, and it boasts obvious advantages in offline channels. The stores of the Company are divided into company-operated stores and franchise stores. Currently, the Company mainly sets up company-operated stores in the first- and second-tier cities and franchise stores in other cities. Meanwhile, the Company makes active deployments in digital new retail channels, and has opened flagship stores on Tmall, JD and Vipshop. Livestream shopping and recommendations on Xiaohongshu (Little Red Book), TikTok and WeChat mini-programs are also utilized to tap customers with high stickiness and products with high repurchase rates. An omni-channel layout has been built with the integration of offline and online channels. 19 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Channel layout of the Company (III) Status of the Company in the industry 1. Taking up the largest market share for five consecutive years, T-shirts have become a super category of the Company. According to a statistical survey on T-shirt sales of national large-scale retail enterprises conducted by the China General Chamber of Commerce and the China National Commercial Information Cente r, the comprehensive market share (weighted average of market share by volume and market coverage) of BIEM T-shirts dwarfed other brands of the same category for five consecutive years (2018-2022). Judging from the sales volume for five consecutive years, T-shirts have become a super category of the Company. From 2022 onwards, the Company started to tap the advantages of the category and implemented strategic upgrading under the driving of a single category, with a view to building itself into the “T-shirt Expert”. This could facilitate the further open-up of market space. In accordance with data of the Report on Market Panoramic Survey of China's T-shirt Industry and Investment Evaluation 2020-2025 published by ACADEMIA SINICA, billions of T-shirts are sold each year worldwide. As a major consumption market of T-shirts, China consumes more than 3 billion T-shirts annually. When China’s per capita GDP exceeded US$3,000, people would raise higher demands for apparels' quality and taste. Therefore, high-end T-shirts will occupy greater 20 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report market space. 2. Golf Fashion series rank first in overall market share for six consecutive years (2017 -2022). According to a statistical survey on national large-scale retail enterprises conducted by the China General Chamber of Commerce and the China National Commercial Information, the Company’s Golf Fashion series ranked the first in comprehensive market share (weighted average of market share by volume and market coverage) among the same category in 2022, which has been maintained for five consecutive years (2017-2022). In 2022, the Company opened independent stores and initiated independent operations for high-end sports series. Positioned as high-end fashion sportswear, the Golf Fashion series aim to provide high-value experience to enthusiasts of golf and other outdoor sports who value fashion and functionality. Opening independent stores for the series could further enhance the experience of high- end consumers toward fashion sportswear. 3. Continue to sponsor the China National Golf Team and firmly occupy the leading position in the domestic professional golf apparel market. The Company and the China National Golf Team embarked on a journey of partnership in 2013. Now, eight years later, the two 21 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report parties have renewed the sponsorship for another eight years. The Company continuously provides professional training and competition uniforms for the national team with constant innovations and the craftsmanship spirit. The uniforms have witnessed Chinese national confidence and Chinese brand confidence in international competitions such as the Olympic Games and the World Cup. This is our way of contributing to China’s golf industry. In 2022, BIEM.L.FDLKK researched and designed uniforms for the national team to help them prepare for the Hangzhou Asian Games. Next, the Company will design new five -star uniforms for the national team to help them compete in the Paris 2024 Olympics and win glory for the country. Themed photos featuring the China National Golf Team and BIEM.L.FDLKK products shot at the 73th anniversary of the founding of the People’s Republic of China Celebrating the motherland’s birthday in the name of youth and passion, and demonstrating the national responsibility of a high- end sportswear brand III. Analysis of Core Competitiveness (I) Competitiveness in respect of brand: differentiated brand positioning + golf gene + multi-brand strategy In terms of brand positioning, the Company has accurately grasped the form and spirit of the golf sport and golf apparel. The products give a distinct golf visual cognition to consumers. The Company, with the spirit of craftsmanship, has showcased the “sunshine, healthy, and self-confidence” culture of the golf sport in its products. By advocating the healthy and slow life concept of golf, it has formed a unique brand tonality in terms of brands, products, styles and culture with differentiated positioning. Golf culture has become the cultural gene of the Company’s brands. After years of accumulation, the Company has forged a n image of a differentiated “big brand” in the minds of consumers. Through the multi-brand development and differentiated market positioning strategy, the Company continues to focus on quality segmented markets. The BIEM.L.FDLKK brand has formed a comprehensive and quality product system that comprises the Life series, Fashion series and Palace Culture series. The brand provides fashionab le and trendy products with signature Chinese 22 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report elements to meet the differentiated needs of consumers in different scenarios. The Golf Fashion brand targets at the professional golf apparel segment and digs deep into potentials of the high-end casual sportswear market with professional, youthful and fashionable products. The CARNAVAL DE VENISE brand ( ) focuses on the vacation travel market. The Company intends to build a new brand worth tens of billions that would pop up in the minds of consumers whenever they think of vacation travel apparel. BIEM.L.FDLKK Brand Ambassador——Wu Zun (II) Competitiveness in respect of products: innovation driven + three “highs” + proficient design and development team Products are the core of brands while quality is the lifeline of brands. Adhering to the product design and development philosophy of “three highs and one innovation”, i.e. high quality, high taste, high technology, and innovative spirit, the Company strives to offer “three highs” products to consumers through innovation and pursuit of high-quality fabrics, bright colors, novel styles and fine workmanship. In order to ensure product quality, the Company insists on strictly selecting high-grade and high-performance fabrics and maintains stable cooperative relations with renowned fabric suppliers in Italy, South Korea and Japan that are also partners of international top brands. Technical and R&D staff of the Company regularly communicated with fabric suppliers. Sometimes, joint efforts are made to conduct targeted development based on style characteristics of the Company's products. The Company is equipped with a high-quality design and development team, who have years of experience in the design of luxury brands and golf apparel series of international well-known brands. They are highly proficient in aspects like design concepts, color application, process design and performance, fabric processing and grasping, etc. When it comes to design, priority is given to the use of new technologies, new techniques and high-tech fabrics. Under the guidance of cross-border design concepts, sports elements, leisure elements and fashion elements are fused to achieve the unity of functionality and aesthetics. Each year, the Company’s design department will come up with over a thousand designs, which is a testimony to its strong R&D and design capabilities. Up to now, the Company has 143 invention patents and utility model patents. In the future, the Company will continue to increase investment in research and development and continuously improve the competitive edges of its products through fabric innovation, plate optimization, design breakthroughs and cultural empowerment. (III) Competitiveness in respect of channels: quality offline channels + digital new retail The Company has built a marketing network with coverage of all models featuring “quality offline channels + digital new retail”. Wherein, the quality offline channels have covered high-end department stores, shopping centers, airports, high-speed rail hubs and golf courses throughout the country. As of December 31, 2022, the Company’s marketing network has made presence in 31 23 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report provinces, autonomous regions and municipalities, including core business districts, high-end department stores, airports, well- known golf clubs, etc. The number of stores at the end of 2022 reached 1191, up by 91 compared with the end of 2021, of which 579 were company-operated stores and 612 were franchise stores. Moreover, in terms of digital new retail, the Company actively deploys online channels and carries out in-depth cooperation with e-commerce platforms. Through livestreaming platforms, it steers quality VIP customers from offline to online. An “offline + online” channel layout could provide consumers with more choices and more convenient services. (IV) Competitiveness in respect of marketing: integrated marketing + precision marketing The Company, closely focusing on main target consumer groups, implements integrated marketing from commodity planning, product design, terminal visual image, and window advertising to product display, brand endorsement and planning of marketing activities. As products of the Company are positioned at high end, the Company has analyzed the habits of target consumer gro ups and adopted a series of new media marketing measures thereupon. A matrix of measures including celebrity endorsement, sports competition sponsorship, entertainment marketing, event marketing, and contribution to public welfare activities were implemented, to continuously enhance brand awareness and reputation. (V) Competitiveness in respect of management: long-term stable team + experienced management The Company boasts a management team with rich experiences, consistent philosophy, aggressiveness, dedication and perseverance. They have a deep and thorough understanding of China’s golf apparel culture and market. Core executives have been granted shares of the Company, thereby guaranteeing the stability and sustained development of the management. Meanwhile, with years of experience in the industry, the management has a rather clear idea about the Company’s positioning, development strategies and management improvement. The Company has established a business process catering to brand and corporate operations, a terminal management system with strong control, a supply chain system with fast responses, and a standardized decision-making and execution mechanism over years of development. All these could ensure its healthy and fast development. 24 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report IV. Analysis of Principal Businesses 1. Overview (I) Financial performances During the reporting period, the Company recorded a total revenue of RMB2.885 billion, an increase of 6.06% over the previous year. The operating profit and total profit were RMB855 million and RMB856 million, respectively, up by 15.93% and 16.78%, respectively, over the previous year. In addition, the Company posted a net profit attributable to shareholders of the listed company of RMB728 million and basic earnings per share of RMB1.28, a YoY increase of 16.5% and 11.30%, respectively. O verall, the Company maintained steady growth during the reporting period. (II) Operations 1. Strengthen the construction of corporate culture and gradually internalize “responsibility and perfection” into behavior guidelines and standards. Adhering to the vision of “building a century-old, world-renowned clothing group” and the mission of “continuously creating values for consumers”, the Company has established a corporate value of “one dedication and three haves”, i.e. dedication to principal business and continuous innovation, and having passion, resilience and responsibility. In addition, it has defined its cor e culture as “responsibility and perfection”. During the reporting period, the Company continued to strengthen the construction of corporate culture and gradually internalized “responsibility and perfection” into behavior guidelines and standards, thereby laying the foundation for its long-term development. 25 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Focus on T-shirts and build the “first T-shirt brand” that would pop up in the minds of consumers whenever they think of T-shirts. During the reporting period, based on its own advantages, the Company has launched a strategic upgrade plan of driving development with a single category. By introducing the new slogan “BIEM.L.FDLKK, T-shirt Expert”, the Company focuses on the T-shirt category and hopes to build itself into the “first T-shirt brand” that would pop up in the minds of consumers whenever they think of that category. This could help the Company to further open up market space. In 2022, the Company launched an integrated marketing campaign for collared T-shirts and the T-shirt Festival activity. Through such activities as the creation of bestsellers, brand festivals, and online-offline integrated marketing, collared T-shirts have become a top-selling item of the Company. According to the statistical data of China General Chamber of Commerce and the China National Commercia l Information Center, T-shirts of the Company have taken up the first place in comprehensive market share (weighted average of market share by volume and market coverage) for five consecutive years (2018-2022). T-shirt has become a super category of the Company. 26 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 3. Establish the Golf BU to seize the high-end fashion sportswear market. With the rise of outdoor sports and the support of a series of state policies, the domestic upmarket sportswear market has be come a new opportunity. During the reporting period, the Company spun off the original high-end sports series into the Golf Fashion brand and established the Golf BU accordingly with independent operations. Positioning at a style of being “young, fashionable and innovative”, the Golf Fashion brand aims to offer high-value experience for golf enthusiasts who value sports, fashion and functionality. 4. Continue to team up with the Forbidden City and explore the Palace Culture IP to shape the core of brand culture. During the reporting period, the Company continued to co-brand with the Forbidden City to further explore the Palace Culture IP. On August 23, 2022, BIEM.L.FDLKK and Mr. Zhang Xue, the inheritor of intangible cultural heritage Su embroidery craft, concluded a 12-year agreement to jointly create trending high-end products with Chinese cultural characteristics. In the autumn of 2022, the two parties added another series to the Palace Culture IP — “Rui Hu You Fu” (tiger sending blessing). 27 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company, through continued cooperation with the Palace Culture IP of the Forbidden City and Mr. Zhang Xue, intends to launch trendy clothes with oriental charm under the inspiration of the traditional culture and Palace elements. The clothes become a language to tell the story of “China-chic” such that consumers can feel the charm of traditional Chinese culture. In addition, this could help shape the cultural core of the Company’s brands. 5. Build products of “three highs” quality and differentiation with craftsmanship spirit. The Company continued to invest highly into product research and development during the reporting period. Efforts have been made to integrate international high-quality fabric resources, introduce outstanding R&D and design talents both at home and abroad, and foster a designer team with an international horizon. With craftsmanship, every product is endowed with “high qua lity, high taste and high-tech content”. The Company strives to create scarce, differentiated and high-end products through constant innovations and pursues excellence in every piece of clothes by pooling resources throughout the world. In the winter of 2022, the Company again teamed up with French design master SAFA SAHIN and jointly launched the Dad Shoes 2.0 series. As a continuation of the classics but with innovations, the new series adopt contrasting colors and splicing designs of different materials and bring a new wearing experience to consumers. In 2022, the Company continued to upgrade the monogram patters and incorporated golf and green flag elements into its signature “BG” letters. There are infinite possibilities for the combinations of golf elements and the “BG” letters. By fusing brand features and classic imprinting techniques, combined with exquisite weaving details and matching sports style tailoring, the products can inherit the classics while setting trend with subtle changes. The Company intends to build the series into a super symbol of high- end brands that can continuously inject new cultural genes into brands. 28 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report BIEM.L.FDLKK x SAFA SAHIN Dad Shoes 6. Continue to consolidate brand power, enhance brand awareness and reputation, and demonstrate the glamor of a national brand. In 2022, in order to deepen the core of brand culture and enhance brand influence, the Company conducted strategic upgrade. A variety of initiatives were taken, such as focusing on the core category of T-shirts, defining the new slogan of “BIEM.L.FDLKK, T-shirt Expert”, and implementing a multi-pronged approach including event promotion, advertising, entertainment marketing, event marketing, etc. (1) Event promotion: promoting brand influence through multiple channels and dimensions 1) Mr. Xie Bingzheng, Chairman of the Board, was invited to a program of CCTV Finance and told the story behind the growth of both revenue and net profit in eleven consecutive years. On May 20, 2022, Chairman of the Company Mr. Xie Bingzheng a ppeared on “Finance Interview Reading Financial Reports”, a program of CCTV Finance. Being aired on the national authoritative media has further elevated the credibility and authority of the Company. 2) Strengthen the construction of culture -based brand spirit. During the reporting period, the Company joined forces with the Forbidden City and Mr. Zhang Xue, the inheritor of intangible cultural heritage Su embroidery, and created the Palace Culture series under the inspiration of the traditional culture and Palace 29 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report elements. The clothes become a language to tell the story of “China-chic”. Meanwhile, the Company cemented a 12-year agreement with Mr. Zhang Xue, to convey the beauty of traditional Chinese culture with works and craftsmanship of masters. 3) Hold fast to tradition while being innovative, win over time and achieve high growth across cycles with long -term insistence. On December 30, 2022, Wu Xiaobo, a well-known financial expert, made an in-depth analysis of BIEM.L.FDLKK in his year-end show, believing that the reason for BIEM.L.FDLKK’s high growth across cycles in 20 years was long-term insistence on tradition and innovation. 4) Strengthen bonds with VIPs using emotion as the link. The Company launched the country’s first salon themed on the intangible cultural heritage Su embroidery in 2022. Mr. Zhang Xue, 30 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report the inheritor of Su embroidery, was invited to the site to demonstrate the skills and techniques of Su embroidery. Such activities could create exclusive royal cultural experience and thereby deepen the core of its cultural spirit. 5) Enhance consumer experience and brand stickiness with creative activities. In the first half of 2022, the Company held the “Making Leather by Hand” activity in stores across the country. A variety of VIP activities at terminal stores have enhanced consumer loyalty. (2) Entertainment marketing: comprehensively consolidating brand awareness and reputation via the matrix of celebrities and KOLs During the reporting period, the Company carried out in-depth cooperation with a number of celebrities including Wang Yaoqing, Wu Xuanyi, Wu Zun, Li Xiaoran, and Liu Mintao, and worked with well-known fashion media such as Shang Cheng Shi and 31 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Voyage to improve brand awareness and disseminate the elite dressing culture. The linkages of multiple dimensions including celebrity matrix communication, celebrity endorsement, and celebrity street style photos have enhanced brand reputation and popularity. 1) Promote brand influence through the matrix communication of celebrities. 2) Promote brand recognition through recommendations of KOLs from various dimensions and channels especially knowledge KOLs and dressing KOLs. During the reporting period, the Company further improved the KOL matrix on social media platforms such as Xiaohongshu and 32 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report TikTok. Diversified topics on social media and a large number of UGC contents could attract the attention of more users, especially the young people. 3) Enhance brand influence and popularity through cooperating with popular films and TV drams such as The Lion's Secret. 33 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (3) Enhance brand exposure by increasing advertising efforts. In 2022, the Company increased advertising efforts on high-speed rail. Through screens at railway stations and on trains, the Company is able to convey its brand concepts and cultural values to hundreds of millions of users, thereby increasing brand exposure. (4) Event marketing: digging deep in the golf category and further consolidating brand positioning The Company has continuously consolidated its brand status by helping the national team prepare for international events such as Hangzhou Asian Games and cooperating with a number of well-known domestic amateur events. 34 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Revenue and cost (1) Composition of revenue Unit: RMB 2022 2021 Proportion in Proportion in YoY changes Amount Amount revenue revenue Total revenue 2,884,841,760.82 100% 2,719,989,257.14 100% 6.06% By industry Garment and 2,884,841,760.82 100.00% 2,719,989,257.14 100.00% 6.06% apparel By product Tops 1,262,647,306.22 43.77% 1,155,253,965.36 42.47% 9.30% Bottoms 613,119,968.34 21.25% 577,413,010.84 21.23% 6.18% Jackets 761,869,806.27 26.41% 760,953,959.00 27.98% 0.12% Others 247,144,658.56 8.57% 226,323,052.12 8.32% 9.20% Revenue from 60,021.43 0.00% 45,269.82 0.00% 32.59% other businesses By region Northeast China 285,802,804.81 9.91% 257,702,259.73 9.47% 10.90% North China 455,529,568.34 15.79% 438,055,235.73 16.11% 3.99% East China 558,880,108.12 19.37% 509,188,940.50 18.72% 9.76% South China 571,773,995.27 19.82% 599,071,826.19 22.02% -4.56% Central China 234,916,443.89 8.14% 199,039,149.25 7.32% 18.03% Northwest China 132,822,171.31 4.60% 140,100,579.39 5.15% -5.20% Southwest China 477,160,024.28 16.54% 454,255,647.71 16.70% 5.04% E-commerce 167,956,644.80 5.82% 122,575,618.64 4.51% 37.02% By sales model Online sale 167,956,644.80 5.82% 122,575,618.64 4.51% 37.02% Direct sale 1,779,943,248.67 61.70% 1,914,079,312.33 70.37% -7.01% Franchise sale 936,941,867.35 32.48% 683,334,326.17 25.12% 37.11% (2) Industries, products, regions or sales models that accounted for over 10% of the Company’s revenue or operating profit Applicable □ Not applicable The Company shall comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. Unit: RMB YoY changes YoY changes Gross profit YoY changes Revenue Cost of revenue of cost of of gross profit margin of revenue revenue margin By industry Garment and 2,884,841,760.82 652,016,624.24 77.40% 6.06% 2.82% 0.71% apparel By product Tops 1,262,647,306.22 253,822,996.18 79.90% 9.30% 5.60% 0.71% Bottoms 613,119,968.34 124,278,398.85 79.73% 6.18% 6.74% -0.11% Jackets 761,869,806.27 183,833,850.51 75.87% 0.12% -3.40% 0.88% Others 247,144,658.56 90,081,378.70 63.55% 9.20% 3.48% 2.01% Revenue from 60,021.43 100.00% 32.59% 35 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report other businesses By region Northeast 285,802,804.81 68,013,238.57 76.20% 10.90% 3.24% 1.76% China North China 455,529,568.34 90,796,796.40 80.07% 3.99% 3.56% 0.08% East China 558,880,108.12 108,188,132.90 80.64% 9.76% 1.80% 1.51% South China 571,773,995.27 140,865,110.31 75.36% -4.56% 1.02% -1.36% Central China 234,916,443.89 52,149,408.42 77.80% 18.03% 9.32% 1.77% Northwest 132,822,171.31 25,617,061.98 80.71% -5.20% -10.50% 1.14% China Southwest 477,160,024.28 104,956,701.00 78.00% 5.04% 6.65% -0.34% China E-commerce 167,956,644.80 61,430,174.66 63.42% 37.02% 2.13% 12.49% By sales model Online sale 167,956,644.80 61,430,174.66 63.42% 37.02% 2.13% 12.49% Direct sale 1,779,943,248.67 318,595,594.74 82.10% -7.01% -11.87% 0.99% Franchise sale 936,941,867.35 271,990,854.84 70.97% 37.11% 27.98% 2.07% Where the statistical standards for the Company’s principal business data were adjusted in the reporting period, and, if yes, principal business data of the Company in the recent year after being adjusted as per the new statistical standards □ Applicable Not applicable Whether the Company has physical stores and sales terminals Yes □ No Distribution of physical stores Number of new Number of Number of Reason for Brands Type of store Area of stores stores opened stores closed in stores close involved in the period the period Mainly due to BIEM.L.FDLK expiration of Company- K, 579 86,458 84 37 contract, operated stores CARNAVAL adjustment of DE VENISE stores, etc. Mainly due to BIEM.L.FDLK expiration of Franchise K, 612 100,313 80 36 contract, stores CARNAVAL adjustment of DE VENISE stores, etc. Total area and efficiency of company-operated stores Top 5 stores by revenue Sales per square meter No. Name of store Date of opening Revenue (RMB) (RMB) 1 Store 1 November 14, 2007 40,309,759.25 44,100 2 Store 2 July 01, 2012 31,413,278.76 99,700 3 Store 3 April 27, 2007 19,995,361.06 121,200 4 Store 4 April 01, 2015 19,320,246.90 149,800 5 Store 5 March 01, 2003 18,646,838.05 79,000 Total 129,685,484.02 73,700 Where there were new stores of the listed company Yes □ No 36 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company had 1191 terminal sales stores by the end of the reporting period, an increase of 91 compared with the end of 2021. It is expected that the new stores will not have a significant impact on the Company's business operations. Whether the Company disclosed top 5 franchise stores □ Yes No (3) Whether the Company’s goods sales income is greater than the labor service income Yes □ No Industry Item Unit 2022 2021 YoY changes Sales volume Pieces 4,328,824 3,681,850 17.57% Garment and Production volume apparel Inventory Garment Garment (RMB) 2,884,841,760.82 2,719,989,257.14 6.06% Reasons for YoY changes of relevant data over 30% □ Applicable Not applicable (4) Performance of major sales contracts and major procurement contracts already signed by the Company as of the end of the reporting period □ Applicable Not applicable (5) Composition of cost of revenue By industry and product Unit: RMB 2022 2021 Industry Item Proportion in Proportion in YoY changes Amount Amount cost of revenue cost of revenue Garment and Garment and 652,016,624.24 100.00% 634,160,601.71 100.00% 2.82% apparel apparel Unit: RMB 2022 2021 Product Item Proportion in Proportion in YoY changes Amount Amount cost of revenue cost of revenue Garment and Tops 253,822,996.18 38.93% 240,366,386.18 37.90% 5.60% apparel Garment and Bottoms 124,278,398.85 19.06% 116,434,061.13 18.36% 6.74% apparel Garment and Jackets 183,833,850.51 28.19% 190,307,785.69 30.01% -3.40% apparel Garment and Others 90,081,378.70 13.82% 87,052,368.71 13.73% 3.48% apparel (6) Whether there are changes to the consolidated scope during the reporting period Yes □ No Newly established holding subsidiary/second-tier subsidiary 37 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Period of Name of company Reason of change Date of establishment Nature of company consolidation Guangzhou Houde Zaiwu Industrial Investment Fund Newly established in the December 07, 2022 2022 Holding subsidiary Partnership (Limited period Partnership) Newly established in the Holding second-tier Hong Kong Carritt Limited December 30, 2022 2022 period subsidiary Hong Kong Plentiful Shiny Newly established in the Holding second-tier December 30, 2022 2022 Limited period subsidiary (7) Whether there are significant changes or adjustments to the Company’s businesses, products or services during the reporting period □ Applicable Not applicable (8) Major customers and suppliers Major customers of the Company Total sales to the top five customers (RMB) 348,841,370.03 Proportion of sales to top five customers in total annual sales 12.09% Proportion of sales to related parties among the top five 0.00% customers in total annual sales Information of the top five customers of the Company Proportion in total annual No. Name of customer Sales amount (RMB) sales 1 Customer 1 92,110,487.08 3.19% 2 Customer 2 79,433,798.08 2.75% 3 Customer 3 61,192,252.59 2.12% 4 Customer 4 59,344,906.93 2.06% 5 Customer 5 56,759,925.35 1.97% Total -- 348,841,370.03 12.09% Other description of major customers □ Applicable Not applicable Major suppliers of the Company Total purchase amount from the top five suppliers (RMB) 280,226,619.42 Proportion of the total purchase amount from the top five 33.53% suppliers in total annual purchase amount Proportion of purchase amount from related parties among the 0.00% top five suppliers in total annual purchase amount Information of the top five suppliers of the Company Proportion in total annual No. Name of supplier Purchase amount (RMB) purchase amount 1 Supplier 1 64,828,936.32 7.76% 2 Supplier 2 58,473,428.24 7.00% 38 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 3 Supplier 3 56,419,104.70 6.75% 4 Supplier 4 53,425,803.61 6.39% 5 Supplier 5 47,079,346.55 5.63% Total -- 280,226,619.42 33.53% Other description of major suppliers □ Applicable Not applicable 3. Expenses Unit: RMB Description of 2022 2021 YoY changes significant changes Selling expenses 1,036,372,556.97 1,041,052,486.14 -0.45% Administrative 195,632,058.12 156,267,574.26 25.19% expenses Mainly owing to the decrease in interest expense due to the Finance expenses -7,782,554.63 21,805,535.69 -135.69% conversion of convertible bonds into shares in the current period R&D expenses 100,182,947.69 83,388,128.67 20.14% The Company shall comply with the information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. Unit: RMB Amount incurred in Amount incurred in YoY changes of Item Reason of change the current period the prior period selling expenses Employee benefits 296,637,808.88 292,614,931.34 1.37% Store operating 287,914,059.48 359,724,699.13 -19.96% expenses Depreciation of 208,991,072.66 175,539,936.53 19.06% right-of-use assets Decoration and 107,756,159.43 84,303,737.40 27.82% renovation expenses Advertising fee 73,427,178.68 78,889,887.30 -6.92% Office and business 20,388,057.96 20,281,804.02 0.52% travel expenses Transportation 12,078,098.60 10,068,692.80 19.96% expenses E-commerce service Mainly owing to the growth of online 13,620,502.48 8,659,135.65 57.30% fees business Mainly owing to the increase in sales Others 15,559,618.80 10,969,661.97 41.84% scale Total 1,036,372,556.97 1,041,052,486.14 -0.45% 39 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4. Other information required by guidelines for information disclosure of textile and garment related industries The Company shall comply with the information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. (1) Production capacity The Company’s own production capacity Capacity utilization rate had a YoY change of more than 10% □ Yes No Whether there is overseas production capacity □ Yes No (2) Sales models and channels Product sales channels and actual operation methods The Company adopts an omni-channel sales model of “direct sale + franchise” and “online + offline” that cover high-end department stores, shopping centers, airports, high-speed rail hubs and golf courses across the country and Tmall flagship stores. Offline channels are classified into company-operated stores and franchise stores. Direct sale refers to the model where the Company sets up counters or stores in high-end shopping malls, airports with large passenger flow, well-known golf clubs, hotels, etc. in first- and second-tier cities to sell products. Direct sale can be divided into joint operation and non-joint operation models. Under the joint operation model, the Company signs a joint operation agreement with the shopping mall, airport or golf club, under which the other party provides the venue and collection services while the Company provides products and sales management. The two parties share the sales revenue according to the agreed proportion. Under the non-joint operation model, the Company signs a lease agreement with the provider of the business premise and obtains the use of premise via payment of rent. The Company is responsible for product and sales management. As for the franchise model, the franchisee signs a franchise contract with the Company to acquire the franchise qualification of BIEM brands. The franchisee is responsible for acquiring business premises as well as daily operation and management of store s, while enforcing product pricing, price adjustment and other policies formulated by the Compa ny. Under the franchise model, products of the Company are sold to the franchisee in the form of buyouts, which are then sold externally through franchise s tores. The franchisee bears benefits and risks associated with their operations. For online sales, the main channels include Tmall, JD, Vipshop, and other third-party platforms. The Company opens officia l flagship shops on these platforms and pays a certain amount of platform fee or certain share of the sales according to the sales volume on the platform. Unit: RMB YoY changes of YoY changes of Gross profit YoY changes of Sales channel Revenue Cost of revenue cost of revenue gross profit margin revenue (%) (%) margin (%) Online sale 167,956,644.80 61,430,174.66 63.42% 37.02% 2.13% 12.49% 40 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 1,779,943,248. Direct sale 318,595,594.74 82.10% -7.01% -11.87% 0.99% 67 Franchise sale 936,941,867.35 271,990,854.84 70.97% 37.11% 27.98% 2.07% (3) Franchise and distribution Whether sales revenue of franchisees and distributors accounted for more than 30% Yes □ No Franchise is a business model with franchise rights as the core. Under the franchise model, the Company signs a franchise contract with enterprises or individuals up to certain certifications, granting them the right to run the Company’s branded clothes by opening franchise stores within a certain period of time and region, while the Company provides corresponding guidance and support. The franchisee is responsible for the management and operation of the terminal store, bears channel expenses, and directly purchases goods from the Company and sells them to consumers at retail prices. As at the end of the reporting period, the Company had 612 franchise stores. Currently, the Company’s sales to franchisees are mainly achieved through two modes: order and rep lenishment, with order as the primary mode and replenishment as a supplement. The order mode refers to the mode where the franchisee attends the order meeting and place orders; the replenishment mode refers to the mode where the franchisee places a supplementary order according to the sales situation after the product is launched. Under the franchise model, the Company recognizes sales revenue when the goods are delivered to the franchisee and receives t he confirmation receipt from the franchisee. In the event that the franchisee picks up goods by itself, the handover of the goods by the Company to the carrier is regarded as having been confirmed by the franchisee. The Company has formulated replacement policie s for franchisees. It makes reasonable estimates of the replacement rate of goods based on the replacement ratio agreed in the replacement policy and the actual historical replacement conditions. The estimated replacement revenue offsets the sales reve nue of the period and is included in other current liabilities; the estimated replacement cost offsets the sales cost of the period and is included in other current assets. Top 5 franchisees Name of Cooperation start Whether a related No. Total sales (RMB) Level of franchisee franchisee time party September 01, 1 Franchisee 1 No 38,056,865.62 Level 1 2006 December 01, 2 Franchisee 2 No 30,350,937.02 Level 1 2007 3 Franchisee 3 August 01, 2019 No 23,318,115.10 Level 1 4 Franchisee 4 October 01, 2011 No 22,922,104.01 Level 1 December 01, 5 Franchisee 5 No 14,649,261.06 Level 1 2013 Total -- -- -- 129,297,282.81 -- (4) Online sales Whether sales revenue of online sales accounted for more than 30% 41 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report □ Yes No Whether the Company had self-built sales platform □ Yes No Whether the Company cooperated with third-party sales platforms Yes □ No Whether the Company opened or closed online sales channels Applicable □ Not applicable Operation Name of Main product Reason for Main brands Channel status Opening time conditions channel categories close during opening Garment and Normal Taobao BIEM.L.FDLKK Open May 20, 2022 apparel operation BIEM.L.FDLKK Garment and August 01, Normal TikTok Female Garment Open apparel 2022 operation Flagship Shop CARNAVAC DE Garment and December 01, Normal Taobao Open VENISE apparel 2022 operation Explanation of the impact on the current and future development of the Company By adding online channels and carrying out in-depth cooperation with e-commerce platforms, the Company could offer more choices to the shopping experience of consumers and further optimize channels and diversify traffic. (5) Agent operation Whether agent operation was involved Yes □ No Name of partner Main content of cooperation Fee payment Provide operation services for the Agency fee is paid based on a certain Partner 1 Company on TikTok percentage of the actual sales amount (6) Inventory Particulars of inventory Days of YoY changes of Main product inventory Quantity Aging Reason inventory balance turnover Within 1 year: Balance at the end RMB460.4254 million of the year Mainly owing to 1-2 years: RMB208.0606 increased by the increase in million Garment 388 4,424,372 2-3 years: RMB110.1252 RMB85.3910 sales scale million million or 12.93% during the Over 3 year: over the end of period RMB66.4065 million previous year. Provision for inventory write-down Methods for recognition of the net realizable value of inventories and inventory write-down Inventories at the end of the reporting period are measured at the lower of cost and net realizable value. If the net realizable value of inventories at the end of the reporting period is lower than the book cost, the difference is set aside as inventory write -down. 42 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale, and related taxes and fees. 1. Basis for determining the net realizable value of inventories: For materials held for production, if the net realizable va lue of finished product using the material is higher than its cost, the material is still measured at cost. However, when a decline in the price of materials indicates that the cost of the finished product exceeds net realizable value, the material is written down to net realizable value. For inventories held to satisfy sales contracts or service contracts, their net realizable value is based on the contract price. If the sales contracts are less than the inventory quantities held, the net realizable value of the excess pa rt is based on general selling prices. 2. Methods for determining inventory write-down: At the end of the reporting period, the Company determines the net realizable value of out-of-season clothes as the estimated selling price less selling cost and related taxes and fees. If the net realizable value is lower than the book cost, the difference is set aside as inventory write-down. The reversed inventory write-down during the reporting period is for inventories sold in the current period but with write-down already recognized in the previous period. For specific inventory write-downs, please refer to “Section X Financial Report” --> “VII. Notes to Items of the Consolidated Financial Statements” --> “6. Inventory”. Inventories of terminal channels such as franchisees or distributors (7) Brand building Whether the Company was involved in the production and sales of branded clothing, apparel and household textile products Yes □ No Own brands Name of Name of Main product Target Main sales Characteristics Price range City level brand trademark types consumers area Middle class and above- income High-end, groups who BIEM.L.FD BIEM.L.FD Casual combination of 1st-4th tier advocate a 1500-8000 China LKK LKK sportswear leisure and cities healthy, sports sunny and comfortable lifestyle Matching outfits for families, Middle- parents- class CARNAVAL CARNAVAL Outdoor children, and consumers 1st-4th tier 300-2000 China DE VENISE DE VENISE travel apparel couples, who pursue cities catering to high-quality different travels outdoor travel scenarios Marketing and operation of each brand during the reporting period 43 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company focuses on the garment sector and implements a multi-brand strategy. Priority is given to the cultivation of core competitiveness, so as to build a leading brand in the sector. Currently, the Company owns three brands: BIEM.L.FDLKK, Golf Fashion and CARNAVAL DE VENISE. The BIEM.L.FDLKK brand targets at the segment combining golf and fashionable and casual life. Continuous product innovation, brand power enhancement, and channel expansion have driven the high growth of the brand. The Company intends to build it into an upmarket casual sportswear brand. The BIEM.L.FDLKK brand comprises Life series, Fashion series, and Palace Culture series. The Golf Fashion brand is positioned as a high-end fashion sportswear. Using the world’s leading functional fabrics and integrating characteristics of golf and other outdoor sports into design, the products boast both functionality and comfort. Target consumers are enthusiasts of golf and other outdoor sports who value sports, fashion and functionality. The CARNAVAL DE VENISE brand is positioned to tap the blue ocean market of vacation and travel apparel, focusing on matching clothes for families and couples. Focusing on a segmented market, the products can satisfy the multi-scenario dressing needs of middle-class consumers in high-quality travels. It is hoped that when people think of vacation travel apparel, CARNAVAL DE VENISE would be the first to pop up in their minds. During the reporting period, based on its own advantages, the Company has launched a strategic upgrade plan of driving development with a single category. By introducing the new slogan “BIEM.L.FDLKK, T-shirt Expert”, the Company focuses on the T-shirt category and hopes to build itself into the “first T-shirt brand” that would pop up in the minds of consumers whenever they think of that category. This could help the Company to further open up market space. In 2022, the Company launched the integrated marketing campaign for collared T-shirts and the T-shirt Festival activity. Through activities such as the creation of bestsellers, brand festivals, and online-offline integrated marketing, collared T-shirts have become a top-selling item of the Company. The Company continued to co-brand with the Forbidden City to further explore the Palace Culture IP. On August 23, 2022, BIEM.L.FDLKK and Mr. Zhang Xue, the inheritor of intangible cultural heritage Su embroidery craft, concluded a 12-year agreement to jointly create trending high-end products with Chinese culture characteristics. In the autumn of 2022, the two parties added another series to the Palace Culture IP — “Rui Hu You Fu” (tiger sending blessing). During the reporting period, the CARNAVAL DE VENISE brand furthered cooperation with Snoopy and added the Doraemon series, a well-known Japanese IP. In the future, the Company will launch more designer joint series and cross-brand joint series, to meet the demands of middle-class consumers for theme and culture. In 2022, in order to deepen the core of brand culture and enhance brand influence, the Company conducted strategic upgrade. A variety of efforts were taken, such as focusing on the core category of T-shirts, defining the new slogan of “BIEM.L.FDLKK, T- shirt Expert”, and implementing a multi-pronged approach including event promotion, advertising, entertainment marketing, event marketing, etc. Trademark ownership disputes, etc. in which the Company was involved □ Applicable Not applicable 44 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (8) Others Whether the Company was engaged in clothing design related businesses Yes □ No Number of self-owned Number of contracted 79 7 designers designers Operation of the built Not applicable designer platform Whether the Company organized order meetings Yes □ No 5. R&D investment Applicable □ Not applicable Expected impact on the Name of main R&D Project purpose Project progress Intended goals future development of project the Company Promote the Company’s innovative product design, innovative fabric research and development, innovative process research and development, and research and Maintain a leading development of position in the high- standards for end fashion sportswear innovative function Master the key sector, continuously Design, development testing; under the technologies of expand market and research on clothes research and functional clothes with boundaries, consolidate with multi-functional Ongoing development concept multi-functional market competitiveness composite blended of “three high and one composite blended and brand influence of materials innovation” — high materials the Company's quality, high taste, high products, and lay the technology and foundation for building innovative spirit, a century-old brand. comprehensively elevate features, performances and images of products and strengthen brand awareness, so that the Company's products could continue to lead the market. Information on R&D personnel of the Company 2022 2021 Change ratio Number of R&D personnel 207 205 0.98% Proportion of R&D personnel 6.26% 6.47% -0.21% Educational structure of R&D personnel University graduates 80 76 5.26% 45 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Master 6 7 -14.29% College graduates 71 70 1.43% Others 50 52 -3.85% Age structure of R&D personnel Under 30 41 42 -2.38% 30~40 119 117 1.71% 40~50 43 42 2.38% Above 50 4 4 0.00% R&D investment of the Company 2022 2021 Change ratio Amount of R&D investment 100,182,947.69 83,388,128.67 20.14% (RMB) Proportion of R&D 3.47% 3.07% 0.40% investment in total revenue Amount of capitalized R&D 0.00 0.00 0.00% investment (RMB) Proportion of capitalized R&D investment in total 0.00% 0.00% 0.00% R&D investment Reason for and impact of marked changes in the composition of the Company’s R&D personnel □ Applicable Not applicable Reason for marked changes in the proportion of R&D investment in total revenue over the last year □ Applicable Not applicable Reason for marked changes in the proportion of capitalized R&D investment and its reasonable explanation □ Applicable Not applicable 6. Cash flow Unit: RMB Item 2022 2021 YoY changes Subtotal of cash inflow from 2,988,994,363.45 2,794,084,680.61 6.98% operating activities Subtotal of cash outflow from 2,046,758,329.63 1,896,561,042.54 7.92% operating activities Net cash flow from operating 942,236,033.82 897,523,638.07 4.98% activities Subtotal of cash inflow from 5,233,116,445.27 3,170,817,478.89 65.04% investing activities Subtotal of cash outflow from 5,916,079,305.06 3,354,579,606.23 76.36% investing activities Net cash flow from investing -682,962,859.79 -183,762,127.34 -271.66% activities Subtotal of cash outflow from 218,200,364.75 225,027,351.47 -3.03% financing activities Net cash flow from financing -218,200,364.75 -225,027,351.47 3.03% activities Net increase in cash and cash 41,072,809.28 488,734,159.26 -91.60% 46 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report equivalents Major influencing factors for significant YoY changes in relevant data Applicable □ Not applicable (1) During the reporting period, the cash inflow from investing activities recorded an increase of 65.04% compared with the s ame period of the previous year, mainly owing to the increase in the redemption of mature wealth management products in the current period; (2) During the reporting period, the cash outflow from investing activities recorded an increase of 76.36% compared with the same period of the previous year, mainly owing to the increase in the purchase of wealth management products and the payment of the land purchase price in the current period; (3) During the reporting period, the net cash flow from investing activities recorded a decrease of 271.66% compared with the same period of the previous year, mainly ow ing to the increase in the purchase of wealth management products and the payment of the land purchase price in the current period; (4) During the reporting period, the net increase in cash and cash equivalents recorded a decrease of 91.6% compared with the same period of the previous year, mainly owing to the increase in the purchase of wealth management products and the payment of the land purchase price in the current period. Reason for significant differences between the net cash flow from operating activities and the net profit of the year during the reporting period □ Applicable Not applicable V. Analysis of Non-principal Businesses Applicable □ Not applicable Unit: RMB Proportion in total Whether it is Amount Explanation of reason profit sustainable Investment income 39,390,949.38 4.60% Yes Profit and loss from 4,950,075.80 0.58% Yes changes in fair value Asset impairment -99,445,469.97 -11.62% Yes Non-operating revenue 3,017,693.32 0.35% No Non-operating expense 2,681,429.95 0.31% No Credit impairment loss 2,269,925.82 0.27% Yes VI. Analysis of Assets and Liabilities 1. Significant changes in the composition of assets Unit: RMB End of 2022 Beginning of 2022 Description of Proportion Proportion in Proportion in significant Amount Amount changes total assets total assets changes 47 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 1,144,693,949. 1,082,712,218. Monetary funds 20.52% 22.26% -1.74% 57 58 Accounts 252,544,886.96 4.53% 279,717,057.14 5.75% -1.22% receivable Inventory 745,605,174.25 13.36% 660,214,219.41 13.58% -0.22% Mainly owing to the transfer of the intelligent storage Property, plant center from 461,506,954.62 8.27% 244,337,754.20 5.02% 3.25% and equipment construction in progress to property, plant and equipment Construction in 70,114,185.76 1.26% 148,165,548.36 3.05% -1.79% process Right-of-use 332,568,088.84 5.96% 407,448,654.74 8.38% -2.42% assets Contract 168,876,645.17 3.03% 140,669,127.30 2.89% 0.14% liabilities Lease liabilities 141,295,857.16 2.53% 217,323,756.45 4.47% -1.94% Mainly owing to the decrease in Other current 364,286,702.97 6.53% 830,640,713.41 17.08% -10.55% purchased assets structured deposits Investment in other equity 10,499,383.76 0.19% 98,099,300.47 2.02% -1.83% instruments Intangible 129,012,724.85 2.31% 119,548,729.29 2.46% -0.15% assets Long-term deferred 111,489,073.31 2.00% 105,243,120.55 2.16% -0.16% expenses Other payables 90,368,389.42 1.62% 55,878,486.28 1.15% 0.47% Mainly owing to the conversion of Bonds payable 284,554,163.11 5.85% -5.85% convertible bonds into shares Mainly owning to the reclassification of the other equity Assets held for 137,859,613.49 2.47% 2.47% instrument sale investments in Fast Fashion (Guangzhou) Co., Ltd. High proportion of overseas assets □ Applicable Not applicable 2. Assets and liabilities measured at fair value Applicable □ Not applicable 48 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Unit: RMB Profit or Accumulated loss from Amount changes in Write- Amount Opening changes in purchased Other Closing Item fair value down in sold in the balance fair value in the changes balance included in the period period of the period equity period Financial assets 1. Financial assets held for trading 634,763,81 3,992,979.9 2,360,000,0 1,620,000,0 1,378,756,7 (excluding 8.96 1 00.00 00.00 98.87 derivative financial assets) 4. Investment - 98,099,300. 10,499,383. in other 1,500,083.29 89,100,000. 47 76 equity 00 instruments 5. Assets 48,570,000.0 89,100,000. 137,670,00 held for 0 00 0.00 sale 732,863,11 3,992,979.9 50,070,083.2 2,360,000,0 1,620,000,0 1,526,926,1 Total 9.43 1 9 00.00 00.00 82.63 Financial 0.00 0.00 liabilities Other changes Other changes herein refer to the reclassification of the investment in Fast Fashion (Guangzhou) Co., Ltd. From other equity instruments to assets held for sale. Whether there were significant changes to measurements of the Company’s main assets during the reporting period □ Yes No 3. Restriction of asset rights at the end of the reporting period Book value at the end of the Item Reason for restriction period (RMB) Security deposits for bank acceptance bills and project Monetary funds 28,568,760.06 performance guarantees Total 28,568,760.06 VII. Analysis of Investment 1. Overview □ Applicable Not applicable 49 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Major equity investment during the reporting period □ Applicable Not applicable 3. Major non-equity investment during the reporting period □ Applicable Not applicable 4. Financial asset investment (1) Security investment Applicable □ Not applicable Unit: RMB Profit Accu or mulat Book loss ed Amou Profit Book Meas value Amou Securi from chang nt or value Accou Initial urem at the nt Security Security ty chang es in purch loss at the nting Source investm ent begin sold type code abbrev es in fair ased during end of subjec of fund ent cost mod ning in the iation fair value in the the the t el of the period value includ period period period period of the ed in period equity Finan Meas cial Domesti Debt ured 1,338, assets c and ST 1,338,98 425,8 812,0 425,8 952,7 repaym 000564 at 986.9 held foreign Daji 6.96 11.00 00.00 11.00 97.96 ent by fair 6 for stocks the mall value tradin g 1,338, 1,338,98 425,8 812,0 425,8 952,7 Total -- 986.9 0.00 0.00 -- -- 6.96 11.00 00.00 11.00 97.96 6 (2) Derivative investment □ Applicable Not applicable The Company did not invest in derivatives during the reporting period. 5. Use of proceeds Applicable □Not applicable 50 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) Overall use of proceeds Applicable □Not applicable Unit: RMB10,000 Proporti on of Amount Cumulati Amount cumulati of ve Purpose of Amount ve Total Cumulative proceeds amount Amount and proceeds Year Method of proceeds amount of amount of whose use of of whereab that have of of proceeds whose proceeds proceeds was proceeds unused outs of been idle raising raising used in use was raised used changed whose proceeds unused for over the period changed in the use was proceeds two in total period changed years proceeds raised Deposite d in 2016 IPO 62,407.7 10,340.88 62,443.03 0 22,412 35.91% 3,787.22 0 regulator y banks Wealth manage ment Converti products 28,405.4 2020 ble 67,872.93 15,348.79 41,874.97 13,900 13,900 20.48% , 0 1 bonds deposite d in regulator y banks 130,280.6 32,192.6 Total -- 25,689.67 104,318 13,900 36,312 27.87% -- 0 3 3 Description on overall use of proceeds (1) Proceeds raised in IPO: Under “CSRC Approval [2016] No. 2860” issued by China Securities Regulatory Commission, BIEM.L.FDLKK Garment Co., Ltd. issued 26,670,000 RMB-denominated ordinary shares (A shares) to the public, each having a par value of RMB1.00 and an issue price of RMB26.17. The total capital raised was RMB697,953,900.00, and the net amount was RMB624,077,000.00 after deducting the issuance fees of RMB73,876,900.00 (tax exclusive). The raised proceeds were received in full amount on December 20, 2016, for which GP Certified Public Accountants (Limited Liability Partnership) had verified and presented the Capital Verification Report (GP Verification Doc. [2016] No. G14002150538) As of December 31, 2022, RMB624,430,321.13 of the proceeds had been used and RMB37,872,239.17 had not been used (including interest income less service charge). (2) Proceeds raised through convertible bonds: Under “CSRC Approval [2020] No. 638” issued by China Securities Regulatory Commission, BIEM.L.FDLKK Garment Co., Ltd. issued a total of RMB689 million convertible bonds to the general public, each having a par value of RMB100. The total capital raised was RMB689,000,000.00, and the net amount was RMB678,729,339.62 after deducting the underwriting fee, sponsor fee and other issuance fees of RMB10,270,660.38 (tax exclusive). The raised proceeds were received in full amount on June 19, 2020, for which Zhongxinghua Certified Public Accountants (Limited Liability Partnership) had verified and presented the Capital Verification Report (ZXH Verification Doc. [2020] No. 410005). As of December 31, 2022, RMB418,749,741.54 of the proceeds had been used and RMB284,054,111.84 had not been used (including interest income less service charge). (2) Projects committed with proceeds raised Applicable □Not applicable Unit: RMB10,000 51 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Whether Cumulat Investme committ ive nt Date for ed Total Whether Committed Total amount progress the Whether projects committ Amount Benefits project investment investme invested as of the project expected have ed invested realized feasibility projects and nt after as of the end of is ready benefits been investme in the in the changed use of over- adjustme end of the for are changed nt at period period significant raised funds nt (1) the period intended achieved (includin raising ly period (3) = use g partial (2) (2)/(1) change) Committed investment project Marketing Decemb network 52,053.8 29,641.8 29,641.8 21,318.1 Yes 0 100.00% er 31, Yes No construction 2 2 2 4 2019 project Information Decemb Not system No 5,383.88 5,383.88 0 5,384.03 100.00% er 31, applicabl No improvemen 2019 e t project Supplementi Not ng working No 5,000 5,000 0 5,000 100.00% applicabl No capital e BIEM.L.FD LKK Decemb Not 10,340.8 22,417.1 intelligent Yes 0 22,412 100.00% er 31, applicabl No 8 8 storage 2022 e center Marketing network construction 30,972.9 17,072.9 13,167.8 June 30, Yes 9,706.81 77.13% 751.34 Yes No and 3 3 3 2023 upgrading project Supply Not June 30, chain park Yes 14,000 27,900 5,192.66 6,933.2 24.85% applicabl No 2024 project e R&D design Not June 30, center No 4,000 4,000 449.32 2,873.94 71.85% applicabl No 2023 project e Supplementi Not ng working No 18,900 18,900 0 18,900 100.00% applicabl No capital e Subtotal of committed 130,310. 130,310. 25,689.6 22,069.4 -- 104,318 -- -- -- -- investment 63 63 7 8 projects Investment direction of over-raised funds None Repaying bank loans -- 0 0 0 0 0.00% -- -- -- -- (if any) Supplementi ng working -- 0 0 0 0 0.00% -- -- -- -- capital (if any) 52 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Subtotal of investment direction of -- 0 0 0 0 -- -- 0 -- -- over-raised funds 130,310. 130,310. 25,689.6 22,069.4 Total -- 104,318 -- -- -- -- 63 63 7 8 Explain the situation and reasons for failure to achieve the planned The “marketing network construction and upgrading project” is behind the expected schedule, mainly because, under progress and the impact of the economic downturn, the Company has been advancing the investment project cautiously, so as to expected reduce investment risks of the proceeds. benefits by The “supply chain park project” is behind the expected schedule mainly because relevant departments have made project adjustments to the planning of the plot, resulting in slow construction progress. Meanwhile, considering long-term (including development and planning, the Company added an investment of RMB139 million from the proceeds in July 2022, so “whether the time of reaching the intended use is adjusted accordingly. expected The “R&D design center project” is behind the expected schedule mainly because the decoration part progresses slowly, benefits are and the installation and commissioning of some equipment have been postponed since the equipment arrived late, achieved” resulting in slowdown of the project. and the reason for choosing “not applicable”) Description of significant None changes in project feasibility Amount, purpose and progress of Not applicable use of over- raised funds Changes in Applicable implementat Occurred in previous years ion locations In July 2017, the 17th meeting of the Second Board of Directors deliberated and approved the Proposal on Changing of projects the Specific Locations of Certain Projects Invested with Raised Proceeds, which agreed to change the locations of some invested stores under the “marketing network construction project”. Specific locations of stores were adjusted by the with raised management according to actual business needs. The change of locations would not change the use of raised proceeds, proceeds nor would it cause any substantial impact on the implementation of the project. Applicable Adjustments Occurred in previous years to The “marketing network construction project” originally planned to establish 224 company-operated stores across the implementat country, including 206 joint-operation stores in shopping malls and airports and 18 stores in golf clubs. On October 25, ion methods 2018, the 6th meeting of the Third Board of Directors and the 5th meeting of the Third Board of Supervisors deliberated of projects and approved the Proposal on Adjusting the Number of Stores under the Marketing Network Construction Project, invested which stated to increase the number of stores under the marketing network construction project from 224 to no more with raised than 400 under the premise of not changing the total investment amount, investment purpose and implementation entity. proceeds Specific implementation decisions will be made by the management according to actual business needs. The matter has been approved by the 2018 Second Extraordinary General Meeting. Advance Applicable 53 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report investments (1) Proceeds raised in IPO: In April 2017, upon deliberation and approval at the 16th meeting of the Second Board of for projects Directors, in accordance with the Authentication Report of Having Used Self-raised Funds to Invest in Projects Planned planned with with Raised Proceeds in Advance issued by GP Certified Public Accountants LLP (GP Special Doc. [2017] No. raised funds G17003810041), independent directors, the Board of Supervisors and the sponsor expressed their consent to exchange and their the Company's self-raised funds that had invested in the projects planned under raised proceeds in advance at an amount exchange of RMB99,223,778.79 on February 28, 2017 with the raised proceeds. (2) Proceeds raised through convertible bonds: On September 25, 2020, upon deliberation and approval at the 28th meeting of the Third Board of Directors, in accordance with the Authentication Report of Exchanging the Self-raised Funds That Have Been Used for Projects Planned with the Raised Proceeds and Issuance Fees with Raised Proceeds issued by Huaxing Certified Public Accountants LLP (HX Audit Doc. [2020] No. GD-280), independent directors, the Board of Supervisors and the sponsor expressed their consent to exchange the Company's self-raised funds that had invested in the projects planned under raised proceeds in advance at an amount of RMB11,826,344.79 and self-owned funds that had been used to pay for issuance fees at an amount of RMB2,470,660.38 with the raised proceeds at an amount of RMB14,297,005.17. Temporary replenishme nt of working Not applicable capital with idle proceeds Amount of proceed balance after project Not applicable implementat ion and reasons The Company convened the 13th meeting of the Fourth Board of Directors and the 10th meeting of the Fourth Board of Supervisors on August 29, 2022 and the 2022 Second Extraordinary General Meeting on October 10, 2022. The meetings deliberated and approved the Proposal on Using Idle Proceeds and Idle Self -owned Funds for Cash Unused Management, which agreed to use no more than RMB400 million of temporarily idle proceeds for cash management proceeds under the premise of not affecting the progress of the investment projects and daily operations of the Company. The and their above cash management quota is valid for 12 months from the date of approval by the general shareholder meeting, and, whereabouts within the validity period, the funds may be used on a rolling basis. Independent directors and the sponsor all expressed their consent. As of December 31, 2022, the Company had used RMB270 million idle proceeds to purchase the capital- guaranteed wealth management products of banks and securities companies. Other unused proceeds are still stored in the special account for the raised proceeds. Problems or other situations in None the use and disclosure of proceeds (3) Changing the use of proceeds Applicable □Not applicable Unit: RMB10,000 Total Cumulative Date for Whether Amount Investment Whether amount of amount the Benefits feasibility Project Original actually progress as expected proceeds invested as project realized of the after committed invested of the end of benefits to be of the end of is ready in the project after change project in the the period are invested the period for period change had period (3) = (2)/(1) achieved in project (2) intended any 54 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report after use significant change (1) changes Marketing network Supply constructi June 30, Not chain park 27,900 5,192.66 6,933.2 24.85% No on and 2024 applicable project upgrading project Total -- 27,900 5,192.66 6,933.2 -- -- 0 -- -- The Company issued the Announcement of BIEM.L.FDLKK Garment Co., Ltd. on Changing the Use of Some Raised Proceeds and the Postponement of the Projects Invested with the Proceeds (Announcement No.: 2022-056) on July 16, 2022. The Company convened the 12th Meeting of the Fourth Board of Directors and the 9th Meeting of the Fourth Board of Supervisors on July 15, 2022, which deliberated and approved the Proposal on Changing the Reasons for the change, decision- Use of Some Raised Proceeds and Postponing the Project Invested with the Proceeds. Under making procedures and information the impact of economic downturn as well as strategic development needs, the Company disclosure (by project) planned to adjust the use of a portion of the proceeds at RMB139 million raised through the issuance of convertible bonds from the “marketing network construction and upgrading project” to the “R&D design center project”, another intended investment project under the issuance of convertible bonds. Meanwhile, the Company plans to extend the t ime for reaching the intended use of both of the above projects. The “supply chain park project” is behind the expected schedule mainly because relevant Description of failure to achieve the departments have made adjustments to the planning of the plot, resulting in slow planned progress or expected benefits construction progress. Meanwhile, considering long-term development and planning, the and reasons (by project) Company added an investment of RMB139 million from the proceeds in July 2022, so the time of reaching the intended use is adjusted accordingly. Description of significant changes in the feasibility of the project after None change VIII. Major Assets and Equity Sales 1. Sales of major assets □ Applicable Not applicable The Company did not sell major assets during the reporting period. 2. Sales of major equities □ Applicable Not applicable IX. Major Holding and Joint-stock Companies □ Applicable Not applicable The Company had no major holding and joint-stock companies that should be disclosed during the reporting period. X. Structured Entities Controlled by the Company □ Applicable Not applicable 55 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report XI. Outlook of the Company’s Future Development (I) Future outlook As many internationally-renowned clothing brands have started to make layout in the Chinese market, BIEM.L.FDLKK will officially compete with international peers on the same stage in the future. Along with changes in market competition, the Company will fight for the right of say in the international arena on behalf of Chinese upmarket apparel brands. The Company will go all out and strive to transform from a pioneer to a leader in China's high-end apparel segment. 1. Upgrading ways of thinking and actions The Company will upgrade its ways of thinking and actions from domestic competition to international competition and from product sales to brand marketing, with a focus on being international, high-end, youthful, and standardized. 2. Upgrading product R&D The Company will continue to step up R&D efforts and strengthen technologica l innovation and patent R&D with a R&D concept of “three highs and one innovation”, i.e. “high quality, high taste, high technology and innovative spirit”, so as to create products with competitive edges in the international market. 3. Upgrading marketing management The Company will carefully study the marketing management experience of international brands, optimize operation management and expand marketing ideas in combination with its corporate strategies. It will strive to improve performance of single stores, strengthen the idea of creating hot-selling items, and build BIEM.L.FDLKK into the first brand that would pop up in the minds of consumers when they think of T-shirts. 4. Upgrading brand building The Company will continue to increase advertising efforts, integrate global marketing channels, and further improve brand awareness and reputation through a series of new channels and models for brand promotion. It will strengthen the cultura l connotations for its brands, build signature brand culture, and tell a good brand story, to comprehensively enhance brand equity. 5. Upgrading brand image In terms of brand image upgrading, the Company will build the new look of terminal stores via design and display upgrades. It will optimize the online web design and comprehensively shape a brand vision of being international, high-end and youthful. 6. Upgrading services As for brand service upgrading, the Company will comprehensively improve the soft power of competition by elevating the images and qualities of all employees and comprehensively improving store services. 7. Upgrading organizational management The Company will build an excellent corporate culture with “responsibility and perfection” at the core. In order to attract more outstanding talents and create a team with international vision and competitiveness, it will improve career development channels and training mechanisms and introduce a talent competition mechanism with both promotion and demotion incentives. 8. Upgrading digital technologies 56 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company will step up efforts in digital construction and achieve process streamline, cost reduction and high synergy through big data and AI innovation, which could greatly improve its operating efficiency as well as profitability and lay the foundation for international development. (II) Potential risks faced by the Company and countermeasures 1. Risks of production outsourcing The Company adopts the brand operation model; i.e. it focuses on links with higher added value such as design in the upstream as well as brand operation and sales channel construction in the downstream of the business chain, and outsources production. The outsourcing of production allows the Company to effectively reduce operating costs while enhancing core competitiveness. At present, the garment industry chain in China boasts obvious advantages and there are many garment factories with high manufacturing level to choose from. Meanwhile, for products with special requirements, the Company will choose some factories overseas (such as South Korea) for production to ensure product quality. The Company has taken a variety of measures to strengthen and improve product quality. Despite so, there is still the risk that production processes of the factories are not up to the quality requirements of the Company or production arrangement could not meet delivery schedule which result in delayed supply, thereby affecting the promotion and sales of the Company’s products. Countermeasures: The Company may take measures such as establishing a factory selection, inspection and evaluation system, dispatching quality specialists to factories, inspecting their warehouses, entrusting third-parties to conduct special tests, etc. 2. Management risks brought by marketing network expansion Products of the Company are sold through company-operated stores and franchise stores. The expansion of marketing network is an important way for the Company to increase market share and improve business performance. In recent years, with steady business development, store expansion has maintained a rapid growth rate. Although the Company has accumulated strong experience in channel expansion and management, possesses certain high-quality channel resources, has established a sound talent cultivation mechanism, and is equipped with strong store replication capabilities, along with the availability of proceeds raised through this offering and the unfolding of investment projects, the scale of the Company will grow rapidly and the marketing network will be further expanded. The rapid growth of the number of stores will raise more demanding requirements on the Company's management and operation. If the Company's talent reserve, HR management, selection of suitable locations for new stores and performance management cannot adapt to its development, the profitability of the Company in the future will be impacted to a certain extent. Countermeasures: The Company may take measures such as analyzing the effectiveness of opening a certain store through big data researches, establishing a talent reserve and iteration system, and improving the performance appraisal system. 3. Risks of large inventory balance For high-end clothing brands, inventory usually takes up a high proportion in total assets while the turnover rate is low, which is consistent with their business models. This is also the case for the Company. Despite the fact that inventories of the Company have remained at a reasonable level required for normal production and operation, and the aging is mostly within 2 years, if there are changes in the market environment or the competition is intensified in future years, it may lead to inventory backlog or impa irment. 57 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report This will cause adverse effects to operations of the Company. Countermeasures: The Company may take measures such as diversifying channel layout, strengthening digital management through the data middle platform, etc. XII. Reception of Researches, Communications, Interviews and Other Activities Applicable □ Not applicable Main content Index of the Reception Reception Type of Reception discussed and Reception time basic situation location method reception object object information of the survey provided For details, Online platform please refer to CNINFO Online April 27, 2022 (http://rs.p5w.n Others Others the IR Activity (http://www.cni investors et) Record Form nfo.com.cn). (No. 2022-001) For details, Online platform please refer to CNINFO September 22, Online (http://rs.p5w.n Others Others the IR Activity (http://www.cni 2022 investors et) Record Form nfo.com.cn). (No. 2022-002) 58 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section IV Corporate Governance I. Basic Information of Corporate Governance During the reporting period, the Company has constantly improved its corporate governance structure and optimized its interna l management systems in strict compliance with requirements of the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Shares on Shenzhen Stock Exchange, and other relevant laws, administrative regulations and normative rules promulgated by China Securities Regulatory Commission (CSRC) and Shenzhen Stock Exchange (SZSE). (I) Shareholders and general meeting of shareholders The Company has formulated the Rules of Procedure for the General Meetings of Shareholders and implemented them strictly. During the reporting period, the Company convened three general meetings of shareholders. The calling and convening procedure s, notifications, authorizations and delegations, resolutions, deliberations and announcements of the general meeting of shareholders are all compliant with relevant laws and regulations. In addition, all the meetings conducted voting both on site and via Internet, so that all shareholders, especially minority shareholders, can fully exercise their rights. (II) Directors and the Board of Directors The Board of Directors of the Company currently comprises seven directors, among which three are independent directors. The number and composition of the Board of Directors meet requirements of laws, regulations, and the Articles of Association. The Company organized the directors to attend relevant training activities of regulatory authorities. Further study and familiarity with relevant laws and regulations has effectively improved the capabilities of directors to perform their duties. Independent directors of the Company have fulfilled their duties in a serious and responsible manner. They are responsible for safeguarding the overal l interests of the Company, with a special focus on the protection of the legitimate interests of minority shareholders, and expressing independent opinions on material and important matters. (III) Supervisors and the Board of Supervisors The Board of Supervisors of the Company comprises three supervisors, among which one is an employee representative supervisor. The number and composition of the Board of Supervisors meet requirements of laws, regulations, and the Articles of Association. All supervisors earnestly perform their duties as per requirements of the Rules of Procedure of the Board of Supervisors and other relevant regulations, to supervise the decision-making procedures and resolutions of the Board of Directors and the Company’s legal operations and to effectively oversee the legality and compliance of directors, managers and other se nior executives of the Company in their duty performance. (IV) Relationship between controlling shareholders and the Company The controlling shareholder of the Company is a natural person, Mr. Xie Bingzheng, who is also the actual controller and the Chairman of the Company. Mr. Xie strictly regulates his behaviors in accordance with relevant requirements on listed companies. All major business decisions of the Company have been made in line with standardized operating procedures, and there are no 59 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report circumstances of damaging the interests of the Company and other shareholders. The Company is independent from the controlling shareholder in terms of business, personnel, assets, institution, finance, etc. and has independent and complete business systems and independent operation capabilities. (V) Other stakeholders The Company fully respects and safeguards the legitimate rights and interests of all stakeholders including shareholders, employees, suppliers and customers. While creating the optimal profits, the Company strives to achieve a balance of interests among the society, shareholders, employees and other relevant parties, to jointly promote its continual, sustainable development. (VI) Information disclosure and transparency The Board of Directors has designated the Secretary to the Board in accordance with provisions of the Measures of the Company on Information Disclosure Management, who is responsible for investor relations management and daily information disclosure and for receiving visits and consultations from shareholders. The Company strives to disclose information in a fair, timely, accurate and complete manner such that all shareholders may learn about information of the Company timely and fairly. Whether there were significant differences between the Company’s actual status of corporate governance and requirements of laws, administrative regulations and CSRC normative documents on the governance of listed companies □ Yes No There were no significant differences between the Company’s actual conditions and requirements of laws, administrative regulations and CSRC normative documents on listed company governance. II. The Company’s Independence from Its Controlling Shareholders in terms of Business, Personnel, Finance, Organization, Business, etc. During the reporting period, the Company operates in strict compliance with the Company Law and the Articles of Association. It is entirely independent from the controlling shareholder in terms of business, personnel, assets, institution, finance, etc. and has independent and complete business systems and independent operation capabilities. (I) In respect of business The Company is equipped with independent R&D design, procurement, market ing and supply systems. It faces the market and operates independently, without any reliance on the controlling shareholder and other related parties for production and operation. Its businesses are also independent from the controlling shareholder and other related parties. (II) In respect of personnel The Company has set up an independent HR Dept. with independent personnel files, recruitment, appointment and dismissal systems, and appraisal, reward and punishment rules in accordance with relevant state laws and regulations. All employees are recruited through standard recruitment procedures and have signed a labor contract with the Company. Directors, supervisors a nd senior management of the Company have been elected and appointed in strict accordance wit h provisions of the Company Law and the Articles of Association. Senior management of the Company including the Chairman, General Manager, Deputy General Manager, Chief Financial Officer and Board Secretary serve full-time in the Company. They do not hold any positions other than directors and supervisors in the controlling shareholder or actual controller or other companies controlled by them, nor do they receive remuneration from the controlling shareholder or actual controller or other companies controlled by them. Finance 60 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report personnel of the Company do not moonlight in the controlling shareholder or actual controller or other companies controlled b y them. (III) In respect of assets The Company legally owns the ownership or use rights of lands, properties, and trademark patents, and other assets relating to its current businesses. The property rights of assets between the Company and its shareholders are clearly defined. There is no situation where assets, equities or reputation of the Company are used as guarantees for debts of shareholders, or where controlling shareholder and related parties embezzle funds, assets and other resources of the listed company. (IV) In respect of institution The Company has established and improved an independent and complete organizational structure in line with the needs of its own business development, with clear division of labor as well as coordination and cooperation among units and departments. Functional departments are completely independent from the controlling shareholder and actual controller in respects of personnel, office sites and management systems. The Company has put in place a relatively complete corporate governance structure in accordance with relevant laws. General meetings of shareholders, the Board of Directors and the Board of Supervisors operate standardly in strict accordance with the Company Law and the Articles of Association. Moreover, the Company is also equipped with an independent director system. Office premises of the Company are independent of those of the shareholder units, without any co-working or mixed operation. (V) In respect of finance The Company has set up an independent finance department equipped with full-time financial personnel, and also established an independent accounting system and a standardized financial management system in accordance with the Accounting Law of the People's Republic of China and the Accounting Standards for Business Enterprises and is able to make decisions relating to financial matters independently. The Company opens independent bank accounts and files for tax returns and performs taxation obligations independently. There is no shared bank account with the controlling shareholder or actual controller or other companies controlled by them. III. Horizontal Competition □ Applicable Not applicable IV. Annual General Meeting and Extraordinary General Meetings Held during the Reporting Period 1. Shareholder meetings during the reporting period Ratio of investor Resolutions of the Session of meeting Type Date of convening Date of disclosure participation meeting Deliberated and 2021 Annual approved all Annual general General Meeting 47.20% May 13, 2022 May 14, 2022 proposals. Details meeting of Shareholders can be found in the Announcement on 61 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Resolutions of 2021 Annual General Meeting of Shareholders (Announcement No.: 2022-047) on CNINFO (http://www.cninfo .com.cn). Deliberated and approved all proposals. Details can be found in the Announcement on Resolutions of 2022 First Extraordinary 2022 First Extraordinary general meeting of 47.40% August 02, 2022 August 03, 2022 Extraordinary General Meeting shareholders General Meeting (Announcement No.: 2022-060) on CNINFO (http://www.cninfo .com.cn). Deliberated and approved all proposals. Details can be found in the Announcement on Resolutions of 2022 Second Extraordinary 2022 Second Extraordinary general meeting of 45.64% October 12, 2022 October 13, 2022 Extraordinary General Meeting shareholders General Meeting (Announcement No.: 2022-074) on CNINFO (http://www.cninfo .com.cn). 2. Extraordinary general meetings of shareholders proposed to be convened by preferred shareholders whose voting rights were resumed □ Applicable Not applicable V. Particulars of Directors, Supervisors and Senior Management 1. Basic information Numb Numb er of Increase Decrea er of Start End shares of se of Other shares Reaso Position Gende date of date of held at shares shares Name Position Age changes held at n for status r term of term of the during during (shares) the end change office office beginn the the of the ing of period period period the 62 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report period Februa Januar Xie Chairm Incumbe 216,17 216,17 Male 54 ry 15, y 28, Bingzheng an nt 0,800 0,800 2015 2024 Director and Februa Januar Shen Incumbe 19,652 19,652 General Male 48 ry 15, y 28, Jindong nt ,000 ,000 Manage 2015 2024 r Director , Deputy General Februa Januar Tang Manage Incumbe Femal 5,895, 5,895, 50 ry 15, y 28, Xinqiao r, and nt e 600 600 2015 2024 Chief Financi al Officer Director , Deputy General Februa Januar Incumbe Chen Yang Manage Male 43 ry 15, y 28, nt r, and 2015 2024 Board Secretar y Indepen Januar Januar Xu Incumbe Femal dent 60 y 26, y 28, Xiaoxia nt e Director 2018 2024 Indepen Januar Januar Incumbe Xie Qing dent Male 58 y 29, y 28, nt Director 2021 2024 Indepen Januar August Zeng Resigne Femal dent 44 y 29, 02, Yamin d e Director 2021 2022 Indepen August Januar He Incumbe dent Male 52 02, y 28, Chunhai nt Director 2022 2024 Chairm an of the Februa Januar Shi Incumbe Board Male 41 ry 15, y 28, Minqiang nt of 2015 2024 Supervi sors Februa Januar Supervi Incumbe Cao Yong Male 49 ry 15, y 28, sor nt 2015 2024 Employ ee Januar Januar Zhou Represe Incumbe Femal 51 y 26, y 28, Cancan ntative nt e 2018 2024 Supervi sor Deputy Incumbe Femal 44 Januar Januar 63 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Jin Fenlin General nt e y 22, y 28, Manage 2017 2024 r Deputy Octobe Januar General Incumbe Lu Haibo Male 48 r 17, y 28, Manage nt 2022 2024 r 241,71 241,71 Total -- -- -- -- -- -- 0 0 0 -- 8,400 8,400 Whether there was any resignation of directors and supervisors or dismissal of senior management within their term of office during the reporting period Yes □ No During the reporting period, Ms. Zeng Yamin resigned from the independent director of the Company due to personal reasons. After resignation, she no longer holds any position in the Company. Changes in directors, supervisors and senior management of the Company Applicable □ Not applicable Name Position Type Date Reason Resignation due to Zeng Yamin Independent Director Resigned August 02, 2022 personal reasons Elected by the general He Chunhai Independent Director Elected August 02, 2022 meeting of shareholders Deputy General Appointed by the board Lu Haibo Appointed October 17, 2022 Manager of directors 2. Main working experience Professional background, main working experience and main current responsibilities of the Company’s in-service directors, supervisors and senior management (I) Directors Mr. Xie Bingzheng, born in 1969, is of Chinese nationality and has no permanent residency abroad. Mr. Xie holds an EMBA degree from Jinan University. He is a National Textile Industry Model Worker, the Vice Chairman of China Golf Association, Vice President of China National Garment Association, Vice President of China Fashion Color Association, Vice President of China Textile Planning Research Association, and Vice President of Guangzhou Federation of Industry & Commerce. He started to serve as the Executive Director (Legal Representative) of the Company in October 2007 and has been the Chairman of the Company ever since February 2012. Mr. Shen Jindong, born in 1975, is of Chinese nationality and has no permanent residency abroad. Mr. Shen holds an EMBA degree from Jinan University. He is Vice President of Guangdong Association of Garment and Garment Article Industry. He became the Executive Deputy General Manager of the Company in March 2003 and has been the director and General Manager of the Company since February 2012. Ms. Tang Xinqiao, born in 1973, is of Chinese nationality and has no permanent residency abroad. She has a college degree and is an assistant accountant. Ms. Tang acted as the Deputy General Manager and Chief Financial Officer of the Company from December 2006 and currently serves as the director, Deputy General Manager, and Chief Financial Officer of the Company. 64 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Mr. Chen Yang, born in 1980, is of Chinese nationality and has no permanent residency abroad. Mr. Chen holds a master’s degree. He once worked as the Director of the Alumni Services Office, School of Business Administration, South China University of Technology and the General Manager of Jiangshan Dijing Golf Club. He became the Deputy General Manager and Board Secretary of the Company in September 2011 and currently serves as the director, Deputy General Manager and Board Secretary of the Company. Mr. Xie Qing, born in 1965, is of Chinese nationality and has no permanent residency abroad. He is a senior economist with a master's degree. He once acted as the Vice President of China National Garment Association, the Deputy Director of the Economy and Information Technology Bureau of Xinjiang Uygur Autonomous Region (Aid Xinjiang Program), the Deputy Director- General of the Industry and Information Technology Department of Xinjiang Uygur Autonomous Region (Aid Xinjiang Program), and the Vice President of China Textile Enterprise Association. He has been serving as the Deputy Director of the Planning Department (Industry Development Department), China National Textile and Apparel Council since October 2015 and as the Executive Vice President of China Textile Enterprise Association since December 2020. Currently, he is an independent directo r of the Company. Ms. Xu Xiaoxia, born in 1963, is of Chinese nationality and has no permanent residency abroad. She holds a master's degree. Ms. Xu once worked as an engineer in Shantou AD Photographic Material Research Institute, the Deputy General Manager of the Electromechanical Equipment Company of Guangdong Shantou International Industrial Group, the Assistant to the Dean and Director of the Training Center of the School of Business Administration, South China University of Technology. Currently, she serves as the Executive Director of the Research and Consultancy Center for Guangdong Small and Medium-Sized Firms, School of Business Administration, South China University of Technology, and the Managing Director of Baibu Youth (Guangzhou) Management Consulting Co., Ltd. She has part-timed as a director of Guangdong Industrial Finance Holding Company since September 2018 and the manager of the Huada Capital Management (Guangdong) Co., Ltd. since March 2022. Currently she is an independent director of the Company. Mr. He Chunhai, born in 1971, is of Chinese nationality and has no permanent residency abroad. He has a bachelor degree and is a certified public accountant, with expertise in accounting and auditing. He used to be the PM of Guangdong Kangyuan Certified Public Accountants Co., Ltd., the Senior Manager of Zhonghe Zhengxin Certified Public Accountants Co., Ltd., and the Senior Manager and Partner of Tianjian Zhengxin Certified Public Accountants Co., Ltd. Currently, he is the Partner of ShineWing Certified Public Accountants (LLP) and part-times as the independent director of Hainan Strait Shipping Co., Ltd., the independent director of GMG International Tendering Co., Ltd., and the independent director of Higold Group Co., Ltd. Currently, he is an independent director of the Company. (II) Supervisors Mr. Shi Minqiang, born in 1982, is of Chinese nationality and has no permanent residency abroad. Mr. Shi has a master’s degre e. He joined the Company in October 2011 and currently serves as the Chairman of the Board of Supervisors. Mr. Cao Yong, born in 1974, is of Chinese nationality and has no permanent residency abroad. Mr. Cao has a master’s degree. H e once worked in Bank of China Guangdong Branch. He served as the Investment Director of the Investment Department, 65 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Guangzhou Jinan Investment Co., Ltd. between September 2010 and August 2022 and part-timed as a director of Guangdong Zhongyao Kiln Stock Co., Ltd. between August 2017 and August 2022. Currently he is a supervisor of the Company. Ms. Zhou Cancan, born in 1972, is of Chinese nationality and has no permanent residency abroad. She holds a college degree and has been working in the Company since 2008. Currently she is a supervisor of the Company. (III) Senior management Mr. Shen Jindong is the General Manager of the Company. For details on his resume, please refer to the above “(I) Directors”. Ms. Tang Xinqiao is the Deputy General Manager and Chief Financial Officer of the Company. For details on her resume, please refer to the above “(I) Directors”. Mr. Chen Yang is the Deputy General Manager and Board Secretary of the Company. For details on his resume, please refer to the above “(I) Directors”. Ms. Jin Fenlin, born in 1979, is of Chinese nationality and has no permanent residency abroad. Ms. Jin holds a master's degre e and is currently the Executive Director of China Fashion Color Association. She joined the Company in 2008 and currently serves a s the Deputy General Manager of the Company. Mr. Lu Haibo, born in 1975, is of Chinese nationality and has no permanent residency abroad. He holds a doctorate in management. Mr. Lu once served as the Partner of Jiangsu U-Choice Consulting Co., Ltd., the Senior Partner of Shanghai Baiyan Enterprise Management Consulting Co., Ltd., the Deputy Director of Human Resources of Suzhou Broadcasting System, and the Vice President of Human Resources of Sanpower Group. He joined the Company in 2022 and currently serves as the Deputy General Manager of the Company. Positions in shareholder entities □ Applicable Not applicable Positions in other entities Applicable □Not applicable Whether receiving Name of other Position held in Start date of term End date of term remuneration and Name entity other entity of office of office allowance from other entity Planning Department (Industry Development Xie Qing Deputy Director October 01, 2015 No Department), China National Textile and Apparel Council China Textile Executive Vice December 01, Xie Qing Enterprise Yes President 2020 Association Research and Consultancy Center for Xu Xiaoxia Executive Director January 01, 2022 Yes Guangdong Small and Medium-Sized Firms, South 66 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report China University of Technology Baibu Youth (Guangzhou) September 01, Xu Xiaoxia Management Managing Director No 2021 Consulting Co., Ltd. Guangdong September 01, Xu Xiaoxia Industrial Finance Director No 2018 Holding Company Huada Capital Management Xu Xiaoxia Manager March 01, 2022 No (Guangdong) Co., Ltd. ShineWing He Chunhai Certified Public Partner August 01, 2011 Yes Accountants (LLP) Hainan Strait Independent He Chunhai January 17, 2017 Yes Shipping Co., Ltd. Director GMG International Independent He Chunhai Tendering Co., June 23, 2020 Yes Director Ltd. Higold Group Co., Independent September 01, He Chunhai Yes Ltd. Director 2020 Guangzhou Nanyue Mingchuang Private Equity Xie Bingzheng Director February 25, 2021 No Securities Investment Fund Management Co., Ltd. Guangdong Tang Xinqiao Quality Energy Director July 25, 2018 No Beverage Co., Ltd. Guangzhou Chuanqi Executive Director Tang Xinqiao Intelligent and General April 26, 2019 No Technology Co., Manager Ltd. Guangzhou Wanqi Business September 07, Tang Xinqiao Supervisor No Management Co., 2021 Ltd. Guangzhou Wanye Business Tang Xinqiao Supervisor February 28, 2022 No Management Co., Ltd. Guangdong Cao Yong Zhongyao Kiln Director August 01, 2017 August 01, 2022 No Stock Co., Ltd. Penalties by regulatory authorities on the Company’s directors, supervisors and senior management both incumbent and resigned during the reporting period over the past three years □ Applicable Not applicable 67 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 3. Remuneration of directors, supervisors and senior management Procedures and basis for determining the remuneration of directors, supervisors and senior management and actual payment For the remuneration and appraisal of directors, the Remuneration and Review Committee proposes the program, which is then submitted to the general meeting of shareholders for approval. For the remuneration and appraisal of supervisors, the Board of Supervisors proposes the program, which is then submitted to the general meeting of shareholders for approval. For the remuneration and appraisal of senior management, the Remuneration and Review Committee proposes the program, which is then submitted to the Board of Directors for approval. The annual allowance for independent directors is determined after being reviewed and approved by the general meeting of shareholders. The standard is RMB60,000/year for each independent director, which is paid monthly. During the reporting period, remunerations of directors, supervisors and senior management of the Company are reasonable and paid in time, which are consistent with requirements of regulatory authorities and relevant regulations of the Company. Remuneration of directors, supervisors and senior management of the Company during the reporting period Unit: RMB10,000 Whether Total receiving remuneration remuneration Name Position Gender Age Position status before tax from related received from parties of the the Company Company Xie Bingzheng Chairman Male 54 Incumbent 107.93 No Director and Shen Jindong General Male 48 Incumbent 115.33 No Manager Director, Deputy General Tang Xinqiao Manager, and Female 50 Incumbent 108.41 No Chief Financial Officer Director, Deputy General Chen Yang Manager, and Male 43 Incumbent 74.96 No Board Secretary Independent Xu Xiaoxia Female 60 Incumbent 6 No Director Independent Xie Qing Male 58 Incumbent No Director Independent Zeng Yamin Female 44 Resigned 3.54 No Director Independent He Chunhai Male 52 Incumbent 2.46 No Director Chairman of Shi Minqiang the Board of Male 41 Incumbent 32.45 No Supervisors Cao Yong Supervisor Male 49 Incumbent 2.4 No Employee Zhou Cancan Representative Female 51 Incumbent 43.11 No Supervisor 68 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Deputy General Jin Fenlin Female 44 Incumbent 50.62 No Manager Deputy General Lu Haibo Male 48 Incumbent 119.67 No Manager Total -- -- -- -- 666.88 -- VI. Performance of Duties by Directors during the Reporting Period 1. Board meetings during the reporting period Session of meeting Date of convening Date of disclosure Resolutions of the meeting No proposal was rejected at the meeting. For details, 8th Meeting of the Fourth January 13, 2022 January 15, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 9th Meeting of the Fourth January 24, 2022 January 25, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 10th Meeting of the Fourth March 09, 2022 March 10, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 11th Meeting of the Fourth April 15, 2022 April 16, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 12th Meeting of the Fourth July 15, 2022 July 16, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 13th Meeting of the Fourth August 29, 2022 August 30, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 14th Meeting of the Fourth October 17, 2022 October 18, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). No proposal was rejected at the meeting. For details, 15th Meeting of the Fourth December 30, 2022 December 31, 2022 please refer to the Board of Directors announcement on CNINFO (http://www.cninfo.com.cn). 69 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Directors’ attendance to Board meetings and general meetings of shareholders Directors’ attendance to Board meetings and general meetings of shareholders Number of Number of Any failure Board Number of Number of Number of Board in attending meetings Board Board general Name of meetings Number of in person for required to meetings meetings shareholder director attended via absence two attend during attended in attended by meetings communicati consecutive the reporting person proxy attended on methods meetings period Xie 8 6 2 0 0 No 3 Bingzheng Shen Jindong 8 7 1 0 0 No 3 Tang Xinqiao 8 7 1 0 0 No 3 Chen Yang 8 6 2 0 0 No 3 Xu Xiaoxia 8 6 2 0 0 No 3 Xie Qing 8 1 7 0 0 No 3 Zeng Yamin 5 2 3 0 0 No 2 He Chunhai 3 2 1 0 0 No 1 Explanation of failure in attending in person for two consecutive meetings Not applicable 3. Objections by directors to the Company’s relevant matters Whether directors raised objections to relevant matters of the Company □ Yes No Directors did not raise objections to relevant matters of the Company during the reporting period. 4. Other descriptions on directors’ performance of duty Whether opinions from directors were adopted Yes □ No Description on whether opinions from directors were adopted During the reporting period, all the directors of the Company performed their duties faithfully and diligently in strict accordance with the Company Law, the Securities Law, the Rules Governing the Listing of Shares on Shenzhen Stock Exchange and other relevant laws and regulations. They paid attention to the Company’s standardized operations and reviewed various matters of the Company scientifically and prudently, and put forward valuable, professional suggestions regarding operations and development of the Company according to actual situations of the Company. Efforts were also made to actively protect the legitimate rights and interests of the Company and all shareholders. VII. Particulars of the Special Committees under the Board of Directors during the Reporting Period Number of Important Other Specifics Name of Date of Members meetings Contents opinions and situations of of committee convening convened suggestions duty objections 70 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report raised performance (if any) Discussed and reviewed the Xie Proposal on The meeting Bingzheng, the Strategic reviewed Shen Jindong, Planning of operations in Strategy Tang Xinqiao, April 15, Branches in 1 2021 and put None None Committee Chen Yang, 2022 2022 and the forward Xu Xiaoxia, Proposal on prospects for Xie Qing, the 2021 Work 2022. Zeng Yamin Report of the General Manager Reviewed the remuneration program for Participants directors in raised no Remuneration Xu Xiaoxia, 2022; objection to the April 15, and Review Shen Jindong, 1 reviewed the proposals, and None None 2022 Committee Zeng Yamin remuneration all proposals program for were approved senior at the meeting. management in 2022 After fully reviewing and considering the qualifications of the proposed candidates based on the principle of professional Proposal on experience Xie Qing, Xie Nomination By-election of diversification Bingzheng, 2 July 15, 2022 Committee Independent and competence Xu Xiaoxia Directors complementatio n of board members, the meeting agreed to submit the proposal to the Board of Directors for review and approval. After considering that qualifications of Proposal on the candidates Appointing Xie Qing, Xie were up to Nomination October 17, the Deputy Bingzheng, 2 requirements on Committee 2022 General Xu Xiaoxia senior Manager of management of the Company listed companies and requirements of 71 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report the post, the meeting agreed to submit the proposal to the Board of Directors for review and approval. Proposal on Corrections to Accounting The meeting Errors in agreed to submit Previous the proposal to March 09, Periods; the Board of 2022 discussed and Directors for reviewed the review and 2021 Internal approval. Audit Work Report of the Company Reviewed the Zeng Yamin, 2021 Audit Audit Chen Yang, Report Committee 2 Xu Xiaoxia presented by the CPA firm; reviewed the Participants 2021 Internal raised no Control Self- objection to the April 11, evaluation proposals, and 2022 Report; all proposals reviewed the were approved 2022 First at the meeting. Quarter Report; reviewed the Internal Audit Work Report of 2022 Q1. Reviewed the Company's 2022 Semi- Annual Report; reviewed the Proposal on Participants the Continued He Chunhai, raised no Audit Engagement Chen Yang, objection to the Committee August 29, of the CPA Xu Xiaoxia 3 proposals, and 2022 Firm in 2022; all proposals reviewed the were approved Special at the meeting. Report on the Deposit and Use of Proceeds in H1 2022; listened to the Company's 72 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report internal audit work report in Q2 2022 Reviewed the 2022 Third Participants Quarter raised no Report; listed objection to the October 17, to the proposals, and 2022 Company's all proposals internal audit were approved work report in at the meeting. Q3 2022 Reviewed and deliberated the All the December Company's proposals were 30, 2022 internal audit agreed. work plan in 2023 VIII. Work of the Board of Supervisors Whether the Board of Supervisors discovered risks in supervisory activities during the reporting period □ Yes No The Board of Supervisors had no objections to supervised events during the reporting period. IX. Employees of the Company 1. Number, profession composition and education level of employees Number of in-service employees of the Parent Company at the 533 end of the reporting period Number of in-service employees of the major subsidiaries at 2,769 the end of the reporting period Total number of in-service employees at the end of the 3,302 reporting period Total number of employees receiving remuneration in the 3,302 reporting period Number of retired employees whose expenses are borne by the 7 Parent Company and its major subsidiaries Composition of professions Type of profession Number of persons Sales staff 2,756 Administrative staff 164 Operation staff 303 R&D and design staff 79 Total 3,302 Education level Type of education level Number of persons Postgraduates and above 15 73 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report University graduates 226 College graduates 760 Technical school graduates and lower 2,301 Total 3,302 2. Remuneration policy Remunerations of the Company should be performance-oriented and encourage and give full play to the initiatives and innovations of employees internally, and remain competitive externally. The Company pays attention to both performance and position value s, and adopts a flexible remuneration structure for different sequences of positions. The remuneration base and total amount are dynamically managed in line with the business performance of the Company. Adhering to the value proposition of people-oriented, remuneration policy of the Company should be able to enhance the cohesion and competitiveness of the Company, to promote its sustainable, smooth and fast development. 3. Training program The Company values the growth of every employee and has set up different training programs for employees and managers based on their different professional sequence and management level. Moreover, targeted courses have been developed in combination with the results of survey on annual training needs, to ensure the scientific nature and effectiveness of the curriculum. Catering to different trainees, the Company has forged a series of classic training programs like the “National New Product Tour Training”, “National Store Management Training” and “Orientation Training”. The E-learning platform developed by the Company features pocket courses and short teaching videos, which could satisfy the learning needs of all employees throughout the country anyt ime, anywhere. The Company has established the BIEM.L.FDLKK Business Academy targeting at mid-level managers and backbone employees. Combining offline and CEIBS online platform, the program aims to tap the potentials of employees by strengthening their strategic management, project management and process management capabilities and so lidifying their work abilities. It could help them identify key capabilities and practical design with a focus on business pain points, stimulate their awareness of learning and innovation, and solidify their work abilities. 4. Labor outsourcing □ Applicable Not applicable X. Profit Distribution of the Ordinary Shares and Conversion of Capital Reserve to Share Capital of the Company Formulation, implementation or adjustment of profit distribution policies of ordinary shares especially the cash dividend plan in the reporting period Applicable □ Not applicable 74 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company implemented profit distribution in strict accordance with relevant requirements of the Articles of Association in the reporting period. During the reporting period, the Board of Directors and the general shareholder meeting deliberated and approved the 2021 profit distribution plan on April 15 and May 13, 2022, respectively, which is: Distribute a cash dividend of RMB3.0 (tax inclusive) for every 10 shares to all shareholders based on the total share capital of 570,707,084 shares as at the end of March 31, 2022, with a total amount of RMB171,212,125.20. The plan was completed in July 2022. Special explanation on cash dividend policy Whether the policy complies with provisions of the Articles of Association or requirements of the resolutions made on the Yes shareholders’ general meeting: Whether dividend standards and ratio are definite and clear: Yes Whether relevant decision-making procedure and mechanism Yes are well-established: Whether independent directors have performed duties and Yes played their roles properly: Whether minority shareholders have sufficient opportunities to express opinions and requests, and whether their legitimate Yes rights and interests were sufficiently protected: Where the cash dividend policy undergoes any adjustment or change, whether the conditions and procedures are compliant Not applicable and transparent: The Company gained profits in the reporting period and the retained profit of the Parent Company for holders of ordinary shares was positive, but no plan of cash dividend was proposed □ Applicable Not applicable Profit distribution and conversion of capital reserve to share capital during the reporting period Applicable □ Not applicable Number of bonus shares for every 10 shares 0 Amount of dividend for every 10 shares (RMB) (tax included) 3.00 Basis of the shares for distribution proposal 570,707,084 Amount of cash dividends (RMB) (tax included) 171,212,125.20 Cash dividend amount in other ways (such as share repurchase) 0.00 (RMB) Total amount of cash dividends (including other ways) (RMB) 171,212,125.20 Distributable profit (RMB) 2,338,994,313.31 Proportion of total cash dividends (including other ways) in 100% distributable profit Cash dividend of the reporting period If the Company is in the growth period and there are major capital expenditure arrangements, when the profit is distributed, the proportion of cash dividends in this profit distribution should be at least 20%. Details of the profit distribution proposal or share conversion proposal from capital reserve The Company plans to distribute a cash dividend of RMB3.0 (tax inclusive) for every 10 shares to all shareholders based on a total share capital of 570,707,084 shares as at December 31, 2022, with a total amount of RMB171,212,125.20; no bonus shares will be issued and no capital reserve will be converted into share capital; the remaining undistributed profits will be carried forwa rd to the next year. Where there are any changes to the Company's total share capital after the announcement of the profit distribution proposal and before the equity registration date for actual implementation, the Company will maintain the same distribution r atio 75 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report per share and adjusts the total distribution amount accordingly. XI. Implementation of the Stock Incentive Plan, Employee Stock Ownership Plan, and Other Employee Incentives of the Company Applicable □ Not applicable 1. Equity incentive None Equity incentives granted to directors and senior management during the reporting period □ Applicable Not applicable Performance appraisal and incentives of senior management None 2. Implementation of the employee stock ownership plan Applicable □ Not applicable All valid employee stock ownership plans during the reporting period Proportion to the Source of funds Number of entitled Total number of total share capital Scope of employees Changes for implementing employees shares held of the listed the plan company 1. Directors (excluding independent Self-raised funds directors), by employees and supervisors and borrowed funds 851 6,494,626 None 1.14% senior management from the of the Company; controlling 2. Other core and shareholder backbone employees Shareholdings of directors, supervisors and senior management in the Employee Stock Ownership Plan during the reporting period Number of shares held Number of shares held Proportion to the total Name Position at the beginning of the at the end of the share capital of the reporting period reporting period listed company Director and General Shen Jindong 413,590 0 0.00% Manager Director, Deputy Tang Xinqiao General Manager, and 241,187 0 0.00% Chief Financial Officer Director, Deputy Chen Yang General Manager, and 55,500 0 0.00% Board Secretary Deputy General Jin Fenlin 47,234 0 0.00% Manager Chairman of the Board Shi Minqiang 44,872 0 0.00% of Supervisors Zhou Cancan Employee 35,425 0 0.00% 76 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Representative Supervisor Changes in asset management institution during the reporting period □ Applicable Not applicable Changes in equity due to disposal of shares by holders during the reporting period □ Applicable Not applicable Exercise of shareholder rights during the reporting period None Other situations of the employee stock ownership plan during the reporting period and explanation □ Applicable Not applicable Changes in the members of the management committee of the employee stock ownership plan □ Applicable Not applicable Financial impact of the employee stock ownership plan on the listed company during the reporting period and related accounting treatment □ Applicable Not applicable Termination of employee stock ownership plan during the reporting period Applicable □ Not applicable On May 13, 2022, the Company issued the Announcement on the Completion of the Sale of the Phase III Employee Stock Ownership Plan and Termination of the Plan. All the 6,494,626 shares under the Plan were sold through centralized bidding. Accordingly, the Phase III Employee Stock Ownership Plan was terminated. For details, please refer to the announcement on CNINFO (http://www.cninfo.com.cn). 3. Other employee incentives □ Applicable Not applicable XII. Construction and Implementation of Internal Control Systems during the Reporting Period 1. Internal control construction and implementation The Company has put in place a relatively complete corporate governance structure and a relatively sound internal control sys tem, which are consistent with the Company’s management requirements and development needs and compliant with relevant laws, regulations and securities regulatory requirements. Various internal systems of the Company were well implemented and further revised and optimized in 2022, and have basically achieved the overall goal of internal control. They have played a positive role in controlling and preventing operation and management risks, protecting the legitimate rights and interests of investors, and promoting the standardized operation and healthy development of the Company. As of December 31, 2022, the design and operations of the Company’s internal control system are effective, without any major defects. 77 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The internal control system should be continuously improved with the expansion of the Company's businesses and scale. The Company will continue to optimize the building of the internal control system, and strengthen the awareness of standardized operation and internal supervision mechanism, so as to promote its sustainable, stable and healthy development. 2. Particulars of material internal control defects detected during the reporting period □ Yes No XIII. Management and Control of the Company for Subsidiaries during the Reporting Period Name of Integration Problems in Solution Subsequent Integration plan Solutions taken company progress integration progress solution plan Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable XIV. Self-assessment Report on Internal Control or Internal Control Audit Report 1. Self-assessment report on internal control Disclosure date of the self-assessment April 28, 2023 report on internal control Disclosure index of the self-assessment CNINFO (http://www.cninfo.com.cn) report on internal control Percentage of total assets of units included in the assessment scope to the 100.00% Company’s total assets in its consolidated financial statements Percentage of total revenue of units included in the assessment scope to the 100.00% Company’s revenue in its consolidated financial statements Defect identification criteria Category Financial report Non-financial report Material defect: (1) The internal control Material defect: Its probability of is invalid; (2) Directors, supervisors and occurrence is high or the defect severely senior management have committed reduces work efficiency or effectiveness, fraud and caused serious losses and or severely increases the uncertainty of severe adverse impacts to the company; effects or causes severe deviations from (3) Significant errors in the current expected objectives. financial reports were identified by the Major defect: Its probability of certified public accountants but not by occurrence is relatively high or the defect Qualitative criteria internal control; (4) The internal control significantly reduces work efficiency or and supervision conducted by the effectiveness, or significantly increases company’s audit committee and internal the uncertainty of effects or causes auditing units are invalid; (5) There exist obvious deviations from expected one or a combination of control defects objectives. that may cause the company to General defect: Its probability of materially deviate from the objectives of occurrence is low or the defect reduces internal control. Major defect: (1) The work efficiency or effectiveness, or company fails to select and apply increases the uncertainty of effects or 78 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report accounting policies based on generally causes deviations from expected accepted accounting standards; (2) There objectives. are no anti-fraud procedures and control measures; (3) There is no control mechanism for significant non-routine or special transactions or the mechanism is not implemented, while there is no compensatory control; (4) There are one or multiple defects in the control of the financial reporting process at the end of the period such that the authenticity and completeness of the prepared financial reports could not be reasonably guaranteed. General defect: Other internal control defects than material defects and major defects. Quantitative criteria take revenue and total assets as measurement indicators. (1) In respect of revenue: General defect: The misstated amount in the financial report arising from the defect alone or in combination with other defects is less than 1% of revenue; Major defect: The misstated amount is between 1% (inclusive) and 2% of the revenue; Material defect: The misstated The quantitative criteria for non-financial Quantitative criteria amount is more than 2% (inclusive) of report defects are subject to those of revenue. (2) In respect of total assets: financial report defects. General defect: The misstated amount in the financial report arising from the defect alone or in combination with other defects is less than 0.5% of total assets; Major defect: The misstated amount is between 0.5% (inclusive) and 1% of total assets; Material defect: The misstated amount is more than 1% (inclusive) of total assets. Number of material defects in financial 0 reports Number of material defects in non- 0 financial reports Number of major defects in financial 0 reports Number of major defects in non-financial 0 reports 2. Internal Control Audit Report Applicable □Not applicable Audit Opinions in the Internal Control Audit Report We believe that the Company has maintained effective internal control over financial reporting in all material aspects in accordance with requirements of the Basic Norms for the Internal Control of Enterprises and other relevant control standards as at December 31, 2022. Disclosure of the Internal Control Audit Report Disclosed 79 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Disclosure date of the Internal Control Audit Report April 28, 2023 Disclosure index of the Internal Control Audit Report 2022 Internal Control Audit Report on CNINFO Type of opinion of the Internal Control Audit Report Standard unqualified Whether there were material defects in non-financial reports No Whether the CPA firm issued an Internal Control Audit Report with qualified opinions □ Yes No Whether opinions of the Internal Control Audit Report issued by the CPA firm were consistent with the self-assessment report of the Board Yes □ No XV. Rectification of Detected Problems in the Corporate Governance Special Action of Listed Companies Not applicable 80 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section V Environmental and Social Responsibilities I. Main Environmental Protection Issues Whether the listed company and its subsidiaries are the key pollution discharge units published by the environmental protection department □ Yes No Administrative penalties due to environmental issues during the reporting period Impact on Rectification Name of company production and Reason of penalty Violation Penalty result measures of the or subsidiary operation of the Company listed company Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Other environmental information to be disclosed with a reference to key pollutant discharge units Not applicable Measures taken to reduce carbon emissions during the reporting period and their effects □ Applicable Not applicable Reason for not disclosing other environmental information Not applicable The Company shall comply with information disclosure requirements on the textile and garment-related industries as stipulated in the SZSE Guidelines No. 3 for the Self-discipline and Supervision of Listed Companies — Industry Information Disclosure. Occurrence of environmental accidents of the listed company Not applicable II. Corporate Social Responsibilities (1) Corporate governance and investor protection Pursuant to the Company Law, the Securities Law and relevant regulatory requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, the Company has defined a governance structure with general shareholder meetings as the organ of authority, the Board of Directors as the decision-making body and the Board of Supervisors as the supervisory body, and has formulated their rule of procedure and decision-making procedure. Moreover, the Articles of Association of the Company is at the center of the Company’s governance system, which is continuously revised and improved according to new requirements. The Company attaches great importance to the protection of rights and interests of investors and has formulated the Rules of Procedures of the General Meeting of Shareholders and the Investor Relations Management System, to regulate the elections of directors and supervisors, ensure full exercise of power by shareholders, and safeguard the interests of minority shareholders. (2) Protection of employee rights and interests Adhering to the principle of people-oriented, the Company actively provides employees with a development platform and environment to realize their self-worth. In addition, the Company has established a sound and harmonious corporate culture that 81 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report facilities the common deve lopment of the Company and employees, such that employees can share the Company’s operating results. Pursuant to the Labor Law and other relevant laws and regulations, the Company has put in place a sound HR system and offers a safe and comfortable workplace environment to employees. It listens to voices of the employees, pays close attention to their health, safety and satisfaction, and actively carries out trainings to improve the overall quality of the workforce. (3) Relationship with other stakeholders The Company actively builds and develops the strategic partnership with suppliers and customers and provides quality products and services to customers under the principles of “voluntariness, equality and mutual benefit”. It strengthens communication and cooperation with suppliers to achieve win-win and strictly controls product quality to protect the interests of consumers. The sound communication and coordination with relevant stakeholders to build a platform of trust and cooperation can properly guarante e the rights and interests of all parties. In terms of social welfare undertakings, the Company actively fulfills its corporate soc ia l responsibilities and creates values for stakeholders and the society as a whole. III. Efforts Regarding Poverty Alleviation and Rural Revitalization The Company did not engage in any poverty alleviation and rural revitalization work during the reporting period. 82 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section VI Significant Events I. Implementation of Commitments 1. Commitments fulfilled by actual controllers, shareholders, related parties, purchasers, or the Company within the reporting period and commitments not fulfilled by the end of the reporting period Applicable □Not applicable Cause of Undertaking Type of Time of Term of Fulfillment of Content of commitment commitment party commitment commitment commitment commitment They promise that during their term as a director, supervisor and senior management of the Company, they will not transfer more than 25% of the total shares During the they hold in the term when Company each year; if they serve as they leave office, they the director, will not transfer any Xie Bingzheng, supervisor and shares within six Feng Lingling, Commitment to December senior Ongoing months after leaving Shen Jindong, share reduction 23, 2016 management normally office; within 12 Tang Xinqiao and within a months upon the specific expiration of the period after aforesaid 6 months after reporting for reporting for leaving leaving office office, the number of Commitments shares sold through made during stock exchange listing IPO or will not exceed 50% of refinancing the total number of shares they hold in the Company. During the period when they act as the controlling They have presented shareholder the Letter of and actual Commitment to Avoid controller of Xie Bingzheng, Not-to-compete Horizontal January 15, the Company Ongoing Feng Lingling commitment Competition, promising 2013 and within normally not to compete with the three years Company in the same after they no business sector. longer act as the controlling shareholder and actual controller Whether Yes commitments 83 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report are fulfilled on time If there are commitments not fulfilled within the specified period Not applicable of time, specify reasons for failure to do so and follow-up work plans 2. If there are assets or projects of the Company which have profit forecast while the reporting period is still in the forecast period, the Company should state whether the assets or projects could still achieve the profit forecast and explain reasons □ Applicable Not applicable II. Appropriation of Funds for Non-operating Purposes by Controlling Shareholder and Its Related Parties □ Applicable Not applicable During the reporting period, the Company did not have any funds appropriated for non-operating purposes by the controlling shareholder and its related parties. III. External Guarantee in Violation of Prescribed Procedures □ Applicable Not applicable During the reporting period, there was no external guarantee in violation of prescribed procedures. IV. Explanation by the Board of Directors of the “Non-standard Audit Report” of the Latest Period □ Applicable Not applicable V. Explanation by the Board of Directors, the Board of Supervisors, and Independent Directors (if any) of the "Non-standard Audit Report" for the Reporting Period Issued by the CPA Firm □ Applicable Not applicable VI. Changes in Accounting Policies and Estimates Compared with the Financial Report of Last Fiscal Year or Correction of Significant Accounting Errors Applicable □Not applicable (1) Implementation of the Interpretation No. 15 to Accounting Standards for Business Enterprises 84 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report In December 2021, the Ministry of Finance issued the Interpretation No. 15 to Accounting Standards for Business Enterprises (Cai Kuai [2021] No. 35) (hereinafter referred to as the “Interpretation No.”), which stipulated that contents regarding “accounting treatment for the external sales of products or by-products before they reach intended use or produced during the research and development process” and “judgment of loss contracts” shall be implemented from January 1, 2022. The Company started to implement the provisions regarding “accounting treatment for the external sales of products or by- products before they reach intended use or produced during the research and development process” and “judgment of loss contracts” from January 1, 2022. The above changes in accounting policies have no impact on the Company’s financial statements. (2) Implementation of the Interpretation No. 16 to Accounting Standards for Business Enterprises In November 2022, the Ministry of Finance issued the Interpretation No. 16 to Accounting Standards for Business Enterprises (Cai Kuai [2022] No. 31) (hereinafter referred to as the “Interpretation No. 16”), which stipulated that contents regarding “accounting treatment for the dividends of financial instruments classified as equity instruments by the issuer” and “account ing treatment for the change of cash-settled share-based payment transaction to equity-settled shared-based payment transaction” shall come into force as of the date of issuance. The Company started to implement the provisions regarding “accounting treatment for the dividends of financial instruments classified as equity instruments by the issuer” and “accounting treatment for the change of cash-settled share-based payment transaction to equity-settled shared-based payment transaction” as of the date of issuance. The above changes in accounting policies have no impact on the Company’s financial statements. VII. Changes in the Scope of Consolidated Statements Compared with the Financial Report of Last Year Applicable □ Not applicable In December 2022, three new companies were incorporated into the consolidated scope due to business needs, including one holing subsidiary Guangzhou Houde Zaiwu Industrial Investment Fund Partnership (Limited Partnership) and two second-tier subsidiaries of Hong Kong Carritt Limited and Hong Kong Plentiful Shiny Limited. VIII. Engagement and Dismissal of CPA Firm CPA firm engaged Name of the domestic CPA firm Huaxing Certified Public Accountants LLP Remuneration for the domestic CPA firm (RMB 10,000) 150 Consecutive years of auditing service provided by the domestic 3 years CPA firm Name of domestic certified public accountants Chen Danyan, He Ting Consecutive years of auditing service provided by domestic 1 year, 2 years certified public accountants Whether the CPA firm was changed in the reporting period □ Yes No 85 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Appointment of CPA firm, financial advisor or sponsor for internal control audit Applicable □Not applicable During the reporting period, the Company hired Huaxing Certified Public Accountants LLP to provide internal control audit services for the Company, with a service fee of RMB400,000. IX. The Company Facing Delisting after the Disclosure of the Annual Report □ Applicable Not applicable X. Matters relating to Bankruptcy and Restructuring □ Applicable Not applicable No bankruptcy and restructuring-related matters of the Company happened during the reporting period. XI. Material Litigations and Arbitrations □ Applicable Not applicable There were no material litigations or arbitrations during the reporting period. XII. Penalties and Rectifications □ Applicable Not applicable No penalties and rectifications of the Company occurred during the reporting period. XIII. Integrity Records of the Company and its Controlling Shareholder and Actual Controller □ Applicable Not applicable XIV. Material Related Party Transactions 1. Related party transactions relating to daily operations □ Applicable Not applicable The Company had no related party transactions relating to daily operations during the reporting period. 2. Related party transactions relating to acquisition and sale of assets or equities □ Applicable Not applicable During the reporting period, there was no related party transaction relating to acquisition and sale of assets or equities. 3. Related party transactions relating to joint outbound investment □ Applicable Not applicable During the reporting period, there was no related party transaction relating to joint outbound investment. 86 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4. Related party transactions relating to credits and debts □ Applicable Not applicable During the reporting period, there was no related party transaction relating to credits and debts. 5. Transactions with related party financial companies □ Applicable Not applicable The Company did not have deposit, loan, credit or other financial business transactions with financial companies that have related relationship and the associated related parties. 6. Transactions between financial companies controlled by the Company and related parties □ Applicable Not applicable Financial companies controlled by the Company did not have deposit, loan, credit or other financial business transactions with related parties. 7. Other significant related party transactions □ Applicable Not applicable During the reporting period, there were no other significant related party transactions. XV. Significant Contracts and Their Performance 1. Custody, contracting and leasing matters (1) Custody □ Applicable Not applicable During the reporting period, there was no custody. (2) Contracting □ Applicable Not applicable During the reporting period, there was no contracting. (3) Leasing Applicable □Not applicable Description of leasing matters For details on leasing matters, please refer to “Section X Financial Report --> XVI. Other Significant Matters --> 2. Leases”. Projects whose profits or losses brought to the Company reached more than 10% of the total profits of the Company during the reporting period □ Applicable Not applicable During the reporting period, there were no leasing projects whose profits or losses brought to the Company reached more than 10% of the total profits of the Company during the reporting period. 87 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Material guarantees □ Applicable Not applicable During the reporting period, the Company did not have material guarantees. 3. Entrusting others to manage cash assets (1) Entrusted wealth management Applicable □Not applicable Overview of entrusted wealth management during the reporting period Unit: RMB10,000 Amount overdue Source of Incurred amount of but not recovered Amount overdue Specific type entrusted wealth entrusted wealth Undue balance with impairment but not recovered management funds management having been accrued Wealth management Proceeds raised 38,000 17,000 0 0 product of bank Wealth management Proceeds raised 10,000 10,000 0 0 product of securities company Wealth management Self-owned fund 120,000 120,000 0 0 product of bank Wealth management Self-owned fund 10,000 10,000 0 0 product of securities company Total 178,000 157,000 0 0 Explanation of high-risk entrusted wealth management with large individual amount or low safety and poor liquidity □ Applicable Not applicable Entrusted wealth management is expected to fail to recover the principal or there are other circumstances that may lead to impairment □ Applicable Not applicable (2) Entrusted loans □ Applicable Not applicable There were no entrusted loans during the reporting period. 4. Other significant contracts □ Applicable Not applicable There were no other significant contracts during the reporting period. 88 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report XVI. Other Significant Events □ Applicable Not applicable There were no other significant matters that need to be explained during the reporting period. XVII. Significant Events of Subsidiaries of the Company Applicable □Not applicable On December 1, 2022, the Company issued the Announcement on Transferring Shares of Guangzhou BIEM.L.FDLKK Ejam Equity Investment Partnership (Limited Partnership) and Exiting the Partnership . According to the Company’s development strategy and the future planning of Fast Fashion (Guangzhou) Co., Ltd., the Company, upon negotiations, signed the Partnership Share Transfer Agreement with 19 transferees, including Beijing Qianchenhui Trading Co., Ltd., Liang Xiaofen, Yue Minglei, etc. In accordance with the agreement, the Company transferred 99.01% of the equities it held in the partnership to the above transferees at a price of RMB137.67 million. After the transfer, the Company no longer holds any equities in the partnership. For details, please refer to the announcement issued on CNINFO (www.cninfo.com.cn). 89 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section VII Changes in Shareholding and Information of Shareholders I. Changes in Share Capital 1. Changes in shares Unit: share Before change Increase/decrease (+, -) of this change After change Shares New Bonus transferred Quantity Percentage shares Others Subtotal Quantity Percentage shares from surplus issued reserve I. 181,289,7 181,288,8 Restricted 32.94% -900 -900 31.77% 00 00 shares 1. Shares held by the state 2. Shares held by state- owned legal person 3. Shares held by 181,289,7 181,288,8 other 32.94% -900 -900 31.77% 00 00 domestic sharehold ers Inclu ding: Shares held by domestic legal persons Shar es held by 181,289,7 181,288,8 domestic 32.94% -900 -900 31.77% 00 00 natural persons 4. Shares held by 90 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report foreign sharehold ers Inclu ding: Shares held by foreign legal persons Shar es held by foreign natural persons II. 369,037,0 20,381, 20,381,27 389,418,2 Unrestrict 67.06% 68.23% 12 272 2 84.00 ed shares 1. RMB- denomina 369,037,0 20,381, 20,381,27 389,418,2 67.06% 68.23% ted 12 272 2 84.00 ordinary shares 2. Domestic listed foreign shares 3. Overseas listed foreign shares 4. Others III. Total 550,326,7 20,380, 20,380,37 570,707,0 number of 100.00% 100.00% 12 372 2 84 shares Explanation on changes in shares Applicable □Not applicable 1. Lock-up shares of senior management held by directors of the Company are lifted at a ratio of 25% of the shares held by them at the end of the previous year for each year during their term as a director. 2. During the reporting period, 20,380,372 shares were converted from “BYZZ” convertible bonds, leading to the increase of the Company's total share capital. Approval of changes in shares Applicable □Not applicable 91 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company convened the 16th meeting of the Third Board of Directors on September 10, 2019 and the 2019 Third Extraordinary General Meeting of Shareholders on September 27, 2019. The meetings deliberated and approved the Proposal on the Public Offering of Convertible Bonds and other relevant proposals. Under the approval of “CSRC Approval [2020] No. 638”, the Company issued 6.89 million convertible bonds to the general public , with a par value of RMB100.00 each and a total amount of RMB689 million. Under the approval of “SZSE Listing [2020] No. 604”, the Company listed the convertible bonds worth RMB689 million on Shenzhen Stock Exchange from July 15, 2020, with an abbreviation of “BYZZ” and a bond code of “128113”. In accordance with relevant provisions of the laws, regulations and the Prospectus for the Public Offering of Convertible Bonds by BIEM.L.FDLKK Garment Co., Ltd. , the convertible bonds can be converted into shares of the Company starting from December 21, 2020. Transfer of title of changed shares Applicable □Not applicable Convertible bonds can be converted into shares of the Company and are therefore directly credited to the securities accounts of shareholders. Impact of share changes on basic earnings per share and diluted earnings per share, net assets per share attributable to ordinary shareholders of the Company, and other financial indicators in last year and the latest period Applicable □Not applicable The conversion of convertible bonds into shares of the Company would reduce basic earnings per share, diluted earnings per share, and net assets per share attributable to ordinary shareholders of the Company. Other contents considered necessary by the Company or required to be disclosed by the securities regulatory authority □ Applicable Not applicable 2. Changes in restricted shares Applicable □Not applicable Unit: share Number of Number of Increase in shares released Number of restricted Reason for Date of lifting Shareholder’s restricted from selling restricted shares at the selling selling name shares during restrictions shares at the beginning of restrictions restrictions the period during the end of the year the period period Subject to relevant Lock-up shares provisions on Xie Bingzheng 162,129,000 0 900 162,128,100 of senior lock-up shares management of senior management Subject to relevant Lock-up shares provisions on Shen Jindong 14,739,000 0 0 14,739,000 of senior lock-up shares management of senior management Lock-up shares Subject to Tang Xinqiao 4,421,700 0 0 4,421,700 of senior relevant 92 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report management provisions on lock-up shares of senior management Total 181,289,700 0 900 181,288,800 -- -- II. Issuance and Listing of Securities 1. Issuance of securities (excluding preference shares) during the reporting period □ Applicable Not applicable 2. Changes in total shares and shareholder structure as well as changes in asset and liability structure of the Company Applicable □Not applicable The convertible bonds issued by the Company (bond abbreviation: BYZZ; bond code: 128113) can be converted into company shares starting from December 21, 2020. As of December 31, 2022, the convertible bonds had converted into a total of 46,637,3 74 shares, and the Company’s total share capital increased to 570,707,084 shares after the conversion. 3. Internal employee shares □ Applicable Not applicable III. Information of Shareholders and Actual Controllers 1. Total number of shareholders Unit: share Total number Total number of preferred of ordinary shareholders Total number of preferred Total number shareholders whose voting shareholders whose voting of ordinary at the end of rights were rights were resumed at the shareholders 8,373 the month 8,769 resumed at 0 end of the month 0 at the end of preceding the the end of the preceding the disclosure the reporting disclosure reporting date of the annual report period date of the period (if (if any) (see Note 8) annual report any) (see Note 8) Shareholdings of shareholders with more than 5% or the top 10 shareholders Shares Pledged, marked or frozen held at Increase/decr Number Shareholding Number of Name of Nature of the end ease during of percentage unrestricted Share shareholder shareholder of the the reporting restricted Quantity (%) shares status reporting period shares period Xie Domestic 216,170, 162,128, 37.88% 0 54,042,700 Bingzheng natural 800 100 93 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report person Domestic Feng 19,652,0 natural 3.44% 0 0 19,652,000 Lingling 00 person Domestic 19,652,0 14,739,0 Shen Jindong natural 3.44% 0 4,913,000 00 00 person CCB - Guotai Health 14,920,7 Others 2.61% 9,752,783 0 14,920,781 Equity 81 Investment Fund National Social 13,200,2 Security Others 2.31% 1,199,910 0 13,200,289 89 Fund Portfolio 103 ICBC - GF Steady Growth 11,800,0 Others 2.07% 800,000 0 11,800,000 Securities 00 Investment Fund Taiping Life Insurance Company Limited - Traditional - 10,073,2 Others 1.77% 8,123,280 0 10,073,280 General 80 Insurance Product - 022L-CT001 SZ Hong Kong Foreign Securities 9,848,36 legal 1.73% -8,402,254 0 9,848,367 Clearing Co., 7 person Ltd. National Social 9,300,00 Security Others 1.63% 7,300,000 0 9,300,000 0 Fund Portfolio 115 ICBC - ZO Value Hybrid 9,114,91 Securities Others 1.60% 1,221,900 0 9,114,911 1 Investment Fund Strategic investors or general legal persons becoming top ten None shareholders due to private placement of new shares (if any) (see Note 3) Description on the related relationship or persons Xie Bingzheng and Feng Lingling, as husband and wife, are persons acting in concert. acting-in-concert 94 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report arrangements among the above shareholders Description on entrusting/being entrusted with voting rights and None waver of voting rights by the aforementioned shareholders Description on special repurchase account among None top 10 shareholders (if any) (see Note 10) Top 10 shareholders not subject to selling restrictions Type of shares Name of shareholder Number of unrestricted shares held at the end of reporting period Type of Quantity shares RMB- denominated 54,042,700. Xie Bingzheng 54,042,700.00 ordinary 00 shares RMB- denominated 19,652,000. Feng Lingling 19,652,000.00 ordinary 00 shares RMB- CCB - Guotai Health Equity denominated 14,920,781. 14,920,781.00 Investment Fund ordinary 00 shares RMB- National Social Security denominated 13,200,289. 13,200,289.00 Fund Portfolio 103 ordinary 00 shares RMB- ICBC - GF Steady Growth denominated 11,800,000. 11,800,000.00 Securities Investment Fund ordinary 00 shares Taiping Life Insurance RMB- Company Limited - denominated 10,073,280. Traditional - General 10,073,280.00 ordinary 00 Insurance Product - 022L- shares CT001 SZ RMB- Hong Kong Securities denominated 9,848,367.0 9,848,367.00 Clearing Co., Ltd. ordinary 0 shares RMB- National Social Security denominated 9,300,000.0 9,300,000.00 Fund Portfolio 115 ordinary 0 shares RMB- ICBC - ZO Value Hybrid denominated 9,114,911.0 9,114,911.00 Securities Investment Fund ordinary 0 shares National Social Security RMB- 8,812,199.0 8,812,199.00 Fund Portfolio 118 denominated 0 95 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report ordinary shares Description on the related relationship or persons acting-in-concert among the top ten ordinary Xie Bingzheng and Feng Lingling, as husband and wife, are persons acting in concert. It is unknown shareholders without selling to the Company whether other shareholders are related parties or persons acting in concert as restrictions and between the stipulated in the Administrative Measures on Acquisition of Listed Companies. top ten ordinary shareholders without selling restrictions and the top ten ordinary shareholders Description on the top 10 ordinary shareholders’ participation in margin None trading and securities lending business (if any) (see Note 4) Whether the top ten ordinary shareholders and the top ten shareholders without selling restrictions conducted any transactions with agreements to repurchase during the reporting period □ Yes No The Company's top ten ordinary shareholders and top ten ordinary shareholders without selling restrictions did not conduct any transactions with agreements to repurchase during the reporting period. 2. Controlling shareholder of the Company Nature of controlling shareholder: natural person holding Type of controlling shareholder: natural person Whether having obtained the right of Name of controlling shareholder Nationality abode in other countries or regions Xie Bingzheng Chinese No Feng Lingling Chinese No Xie Bingzheng is the Chairman of the Company; Feng Lingling is the Head of the Main occupation and position R&D Center of the Company. Equity interests in other controlled and invested companies whose shares were None listed in the PRC or overseas during the reporting period Changes of controlling shareholders during the reporting period □ Applicable Not applicable There was no change of the Company’s controlling shareholders during the reporting period. 3. Actual controller and persons acting in concert Nature of actual controller: domestic natural person Type of actual controller: natural person Whether having obtained the Relationship with actual Name Nationality right of abode in other controller countries or regions Xie Bingzheng Self Chinese No 96 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Feng Lingling Self Chinese No Xie Bingzheng is the Chairman of the Company; Feng Lingling is the Head of the R&D Center Main occupation and position of the Company. Holding of domestic and overseas listed companies None over the past ten years Changes of actual controllers during the reporting period □ Applicable Not applicable There was no change of the Company’s actual controllers during the reporting period. Diagram on equity and control relationship between the Company and actual controllers Actual controller controls the Company by entrust or other asset management methods □ Applicable Not applicable 4. Share pledge by controlling shareholder or largest shareholder and persons acting in concert reaching 80% of shareholding □ Applicable Not applicable 5. Other legal person shareholders holding 10% or more of shares □ Applicable Not applicable 6. Restrictions on share reductions of controlling shareholders, actual controllers, restructuring parties and other commitment subjects □ Applicable Not applicable IV. Implementation of Share Repurchase during the Reporting Period Implementation progress of share repurchase □ Applicable Not applicable Implementation of share repurchase through centralized bidding □ Applicable Not applicable 97 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section VIII Particulars of Preference Shares □ Applicable Not applicable The Company had no preference shares during the reporting period. 98 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section IX Particulars of Bonds □ Applicable Not applicable 99 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Section X Financial Report I. Audit Report Type of auditor’s opinion Standard unqualified Signing date of the Audit Report April 26, 2023 Name of auditing organization Huaxing Certified Public Accountants LLP Reference number of the Audit Report Hua-Xing-Shen-Zi [2023] No. 22012980012 Name of certified public accountants Chen Danyan, He Ting Text of the Audit Report I. Opinion We have audited the accompanying financial statements of BIEM.L.FDLKK Garment Co., Ltd. (hereinafter “the Company”), which comprise the consolidated and the Parent Company’s balance sheet as at December 31, 2022, the consolidated and the Parent Company’s income statement, the consolidated and the Parent Company’s cash flow statement, and the consolidated and the Parent Company’s statement of the changes in equity for 2022, and notes to the financial statements. In our opinion, the accompanying financial statements have been prepared in accordance with the Accounting Standards for Business Enterprises in all material aspects, and they fairly present the consolidated and the Parent Company’s financial pos ition as of December 31, 2022, and the consolidated and the Parent Company’s operating results and cash flows for 2022. II. Basis of Opinion We conducted our audit in accordance with the Auditing Standards for PRC Certified Public Accountants. Our responsibilities under those standards are further described in the “Certified Public Accountants’ Responsibilities for the Audit of the Financia l Statements” section of this Report. We are independent of the Company in accordance with the Code of Ethics for Chinese Certified Public Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financia l statements of the current period. These matters were addressed in the context of our audit of the financial statements as a w hole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. (I) Inventory write-down 1. Description of the matter With regard to recognition of inventory impairment, please refer to “Note V (14)” for accounting policies and “Note VII (6) Inventories” for specific amount. BIEM.L.FDLKK adopts a sales model primarily based on direct chain operation and supplemented by franchise operation. As a result, the Company needs and maintains a relatively high level of inventories. Inventories are measured at the lower of cost and net realizable value. When determining whether the inventories have impaired, the management needs to make judgments and 100 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report estimates based on conclusive evidence while taking into account purpose of holding inventories and impacts of events after the balance sheet date. Given that the amount involved is large and the management needs to make significant judgments, we have identified inventory write-down as a key audit matter. 2. How the matter was addressed in our audit Our audit procedures included: (1) We evaluated the design and implementation of internal controls relating to the Company's inventory write-down; (2) We counted inventories in the Company’s main warehouse and self-owned stores and inspected the quantity, condition and aging of the inventories; (3) We obtained the purchase-sell-stock data of the Company’s inventories and analyzed changes in unit prices of inventories and their reasonableness. (4) We obtained the aging list of the Company’s inventories at fiscal year-end, and compared and analyzed changes in inventory aging with comparable periods and their reasonableness. (5) We interviewed major responsible people of the Company to understand the pricing policies and clearance rate of out-of- season products in the year and judged the risks of inventory impairment at the end of the period. (6) We obtained the gross profit table of all channels of the Company, and judged the probability of the impairment of invent ories of different seasons based on product discount information, shopping mall deduction rates and other information we had learned. (7) We obtained the Company’s calculation sheet for inventory write-down and its impairment tests for inventories, checked whether the Company has implemented according to relevant accounting policies and whether write-down recognized in previous periods had any changes in the current period, and analyzed whether the write-down was sufficient. (II) Recognition of revenue 1. Description of the matter With regard to revenue recognition, please refer to “Note V (32)” for accounting policies and “Note VII (35) Revenue and cost of revenue” for specific amount. Since the amount of revenue is significant and a key performance indicator of the Company, there is an inherent risk that the management may manipulate the timing of recognition in order to achieve specific goals or expectations. So, we identified the recognition of revenue as a key audit matter. 2. How the matter was addressed in our audit Our audit procedures included: (1) We obtained an understanding of and evaluated the internal control design over the recognition of sales income and tested the effectiveness of key controls; (2) We checked the revenue recognition policies of the Company and judged whether they are consistent with the requirements o f the Accounting Standards for Business Enterprises; (3) We obtained the store list of the Company and analyzed the distribution and changes of stores to determine whether they match changes in income; 101 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (4) We acquired the agreement signed between the Company and main franchisees and associates, and checked key terms and conditions; (5) We checked the industrial and commercial information of the Company’s main franchisees and associates, to confirm whether there is related party relationship between the Company and the franchisees/associates; (6) We acquired the goods return and exchange records in the Company's supply chain system, to confirm whether there are any significant, abnormal returns and exchanges that affect income recognition and to review whether the Company has fully accrued losses for returns and exchanges of franchise stores at the end of the reporting period; (7) We sample-checked the purchase orders, delivery documents, accounting vouchers, payment receipts and other information of the Company and franchise stores; (8) We sample-checked the monthly statements and payment receipts of the Company and joint operation stores; (9) We sampled and conducted external confirmation for current sales and current balances, and checked any subsequent payment collections of joint operation stores; (10) We conducted the sales cutoff test, sample-checked several original sales documents and accounting vouchers before and after the balance sheet date, and compared the dates of the accounting vouchers and the attached shipping re cords, to assess whether the revenue is included in the appropriate accounting period. IV. Other Information The Company’s management is responsible for other information. Other information includes the information included in the Company’s 2022 Annual Report, but excludes the financial statements and our audit report. Our audit opinion on the financial statements does not cover the other information and we do not express any form of assuranc e conclusion thereon. In connection with our audit of the financia l statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit process or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that if there is a material misstatement of this other information, we a re required to report that fact. We have nothing to report in this regard. V. Responsibilities of Management and Governance Layer for Financial Statements The management of ZD Automotive (Beijing) Co., Ltd. (hereinafter the “Management”) is responsible for preparing financia l statements in accordance with the Accounting Standards for Business Enterprises, and fairly presenting them; the Management also needs to design, implement and maintain necessary internal control such that the financial statements are free from mate ria l misstatements, whether due to fraud or error. In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing matters in relation to going concern (if applicable) and applying the going-concern assumption unless the Management intends to liquidate the Company, cease operations, or have no realistic alternative but to do so. The governance layer is responsible for overseeing the financial reporting process of the Company. 102 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report VI. Certified Public Accountants’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether these financial statements as a whole are free from materia l misstatements, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Auditing Standards will always dete ct a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if they, indiv idually or in the aggregate, could reasonably be expected to influence the economic decisions of users made on the basis of these financia l statements. As part of our audit work in accordance with the Auditing Standards, we exercised professional judgment and maintained professional skepticism throughout the audit. We also: (I) Identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (II) Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. (III) Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. (IV) Concluded on the appropriateness of management’s use of the going concern basis of accounting and , based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on t he Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in these financial statements or, if such disclosures are inadequate , to issue a qualified opinion. Our conclusions are based on the audit evidence obtained up to the date of our au ditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. (V) Evaluated the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (VI) Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an audit opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit, and remain solely responsible for our audit opinion. We communicated with the governance layer regarding the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide d those charged with governance with a statement that we comply with relevant ethical requirements regard ing independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and related safeguards (if applicable). 103 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report From the matters communicated with those charged with governance, we determined the matters that were of most significance in the audit of the financial statements of the period and are therefore the key audit matters. We describe d these matters in our audit report unless law or regulation precludes public disclosure about the matter or when, in tiny minority circumstances, we determined that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. II. Financial Statements Unit of financial statements: RMB 1. Consolidated balance sheet Prepared by: BIEM.L.FDLKK Garment Co., Ltd. December 31, 2022 Unit: RMB Item December 31, 2022 January 01, 2022 Current assets: Monetary funds 1,144,693,949.57 1,082,712,218.58 Settlement reserve Lending funds Financial assets held for trading 1,378,756,798.87 634,763,818.96 Derivative financial assets Notes receivable Accounts receivable 252,544,886.96 279,717,057.14 Accounts receivable financing Prepayments 28,272,902.29 67,028,355.09 Premiums receivable Reinsurance premiums receivable Reinsurance contract reserves receivable Other receivables 72,134,856.39 89,889,485.22 Including: Interests receivable Dividends receivable Financial assets purchased under agreements to resell Inventory 745,605,174.25 660,214,219.41 Contract assets Assets held for sale 137,859,613.49 Non-current assets due within one year Other current assets 364,286,702.97 830,640,713.41 Total current assets 4,124,154,884.79 3,644,965,867.81 Non-current assets: Loans and advances 104 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Debt investments Other debt investments Long-term receivables Long-term equity investments Investment in other equity instruments 10,499,383.76 98,099,300.47 Other non-current financial assets Investment properties Property, plant and equipment 461,506,954.62 244,337,754.20 Construction in progress 70,114,185.76 148,165,548.36 Productive biological assets Oil & gas assets Right-of-use assets 332,568,088.84 407,448,654.74 Intangible assets 129,012,724.85 119,548,729.29 Development expenses Goodwill Long-term deferred expenses 111,489,073.31 105,243,120.55 Deferred tax assets 110,006,149.99 93,314,368.55 Other non-current assets 229,534,475.56 1,833,508.45 Total non-current assets 1,454,731,036.69 1,217,990,984.61 Total assets 5,578,885,921.48 4,862,956,852.42 Current liabilities: Short-term loans Borrowings from central bank Placements from banks and other financial institutions Financial liabilities held for trading Derivative financial liabilities Notes payable 46,482,171.48 38,098,527.79 Accounts payable 184,779,174.92 126,522,502.78 Prepayments Contract liabilities 168,876,645.17 140,669,127.30 Financial assets sold under agreements to repurchase Deposits from customers and interbank Funds from securities trading agency Funds from securities underwriting agency Employee benefits payable 65,774,838.19 64,027,461.27 Taxes payable 170,728,526.54 130,969,262.60 Other payables 90,368,389.42 55,878,486.28 Including: Interests payable Dividends payable Service charges and commissions 105 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report payable Reinsurance premiums payable Liabilities held for sale 1,408,760.31 Non-current liabilities due within one 201,658,095.27 197,019,114.42 year Other current liabilities 335,666,660.59 328,630,853.34 Total current liabilities 1,265,743,261.89 1,081,815,335.78 Non-current liabilities: Insurance contract reserves Long-term loans Bonds payable 284,554,163.11 Including: Preference shares Perpetual bonds Lease liabilities 141,295,857.16 217,323,756.45 Long-term payables Long-term employee benefits payable Provision Deferred income 30,000,000.00 30,000,000.00 Deferred tax liabilities 10,363,326.05 2,854,265.46 Other non-current liabilities Total non-current liabilities 181,659,183.21 534,732,185.02 Total liabilities 1,447,402,445.10 1,616,547,520.80 Owner's equity: Share capital 570,707,084.00 550,326,712.00 Other equity instruments 27,524,454.16 Including: Preference shares Perpetual bonds Capital reserve 893,544,757.34 600,470,446.15 Less: Treasury shares Other comprehensive income 41,433,816.28 -842,173.72 Special reserves Surplus reserves 285,353,542.00 258,110,335.93 General risk reserves Retained earnings 2,338,994,313.31 1,809,851,821.97 Total equity attributable to owners of the 4,130,033,512.93 3,245,441,596.49 parent company Equities of minority shareholders 1,449,963.45 967,735.13 Total owner's equity 4,131,483,476.38 3,246,409,331.62 Total liabilities and owner's equity 5,578,885,921.48 4,862,956,852.42 Legal representative: Xie Bingzheng Person in charge of accounting: Tang Xinqiao Person in charge of accounting department: Chen Zhihui 2. Balance sheet of the Parent Company Unit: RMB Item December 31, 2022 January 01, 2022 Current assets: Monetary funds 1,075,236,394.98 1,001,684,939.89 106 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Financial assets held for trading 1,378,756,798.87 634,763,818.96 Derivative financial assets Notes receivable Accounts receivable 252,544,886.96 279,717,057.14 Accounts receivable financing Prepayments 26,602,650.22 46,156,432.50 Other receivables 71,618,317.39 93,306,779.94 Including: Interests receivable Dividends receivable Inventory 1,080,676,103.09 921,517,571.29 Contract assets Assets held for sale 100,000,000.00 Non-current assets due within one year Other current assets 394,078,391.33 861,560,189.31 Total current assets 4,379,513,542.84 3,838,706,789.03 Non-current assets: Debt investments Other debt investments Long-term receivables Long-term equity investments 11,000,000.00 111,000,000.00 Investment in other equity instruments Other non-current financial assets Investment properties Property, plant and equipment 461,506,954.62 244,337,754.20 Construction in progress 70,114,185.76 148,165,548.36 Productive biological assets Oil & gas assets Right-of-use assets 319,277,363.83 381,889,568.21 Intangible assets 129,012,724.85 119,548,729.29 Development expenses Goodwill Long-term deferred expenses 110,805,073.31 99,655,978.73 Deferred tax assets 59,564,063.94 52,843,305.91 Other non-current assets 229,534,475.56 1,833,508.45 Total non-current assets 1,390,814,841.87 1,159,274,393.15 Total assets 5,770,328,384.71 4,997,981,182.18 Current liabilities: Short-term loans Financial liabilities held for trading Derivative financial liabilities Notes payable 46,482,171.48 38,098,527.79 Accounts payable 373,727,737.85 231,476,161.90 107 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Prepayments Contract liabilities 168,876,645.17 140,669,127.30 Employee benefits payable 3,344,560.06 3,243,444.48 Taxes payable 122,450,173.32 93,757,929.83 Other payables 90,191,808.97 54,674,918.89 Including: Interests payable Dividends payable Liabilities held for sale Non-current liabilities due within one 188,492,930.67 183,853,949.82 year Other current liabilities 335,666,660.59 328,630,853.34 Total current liabilities 1,329,232,688.11 1,074,404,913.35 Non-current liabilities: Long-term loans Bonds payable 284,554,163.11 Including: Preference shares Perpetual bonds Lease liabilities 140,531,323.47 204,320,772.36 Long-term payables Long-term employee benefits payable Provision Deferred income 30,000,000.00 30,000,000.00 Deferred tax liabilities 3,198,694.64 2,854,265.46 Other non-current liabilities Total non-current liabilities 173,730,018.11 521,729,200.93 Total liabilities 1,502,962,706.22 1,596,134,114.28 Owner's equity: Share capital 570,707,084.00 550,326,712.00 Other equity instruments 27,524,454.16 Including: Preference shares Perpetual bonds Capital reserve 893,544,757.34 600,470,446.15 Less: Treasury shares Other comprehensive income Special reserves Surplus reserves 285,353,542.00 258,110,335.93 Retained earnings 2,517,760,295.15 1,965,415,119.66 Total owner's equity 4,267,365,678.49 3,401,847,067.90 Total liabilities and owner's equity 5,770,328,384.71 4,997,981,182.18 3. Consolidated income statement Unit: RMB Item 2022 2021 I. Total Revenue 2,884,841,760.82 2,719,989,257.14 Including: Revenue 2,884,841,760.82 2,719,989,257.14 108 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Interest income Insurance premiums earned Service charge and commission income II. Costs and Expenses 2,001,816,372.02 1,960,636,804.05 Including: Cost of revenue 652,016,624.24 634,160,601.71 Interest expense Service charge and commission expense Surrender value Net benefit payments Net insurance liability reserves Policy dividends Reinsurance expenses Taxes and surcharges 25,394,739.63 23,962,477.58 Selling expenses 1,036,372,556.97 1,041,052,486.14 Administrative expenses 195,632,058.12 156,267,574.26 R&D expenses 100,182,947.69 83,388,128.67 Finance expenses -7,782,554.63 21,805,535.69 Including: Interest fees 20,263,656.64 39,729,487.13 Interest income 28,967,907.61 18,147,338.76 Plus: Other income 23,253,459.19 14,781,618.40 Return on investment ("-" 39,390,949.38 38,815,870.23 indicates loss) Including: Return on investment in associates and joint ventures Income from the derecognition of financial assets measured at amortized cost Exchange gains ("-" indicates loss) Gains from net exposure hedging ("-" indicates loss) Gains from changes in fair value 4,950,075.80 3,424,832.00 ("-" indicates loss) Credit impairment losses ("-" 2,269,925.82 314,860.76 indicates loss) Asset impairment losses ("-" -99,445,469.97 -78,683,952.73 indicates loss) Gains on disposal of assets ("-" 1,862,946.66 -253,775.79 indicates loss) III. Operating Profit ("-" indicates loss) 855,307,275.68 737,751,905.96 Plus: Non-operating revenue 3,017,693.32 531,942.90 Less: Non-operating expenses 2,681,429.95 5,613,342.65 IV. Total Profit ("-" indicates total loss) 855,643,539.05 732,670,506.21 109 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Less: Income tax expense 128,044,331.11 108,129,572.76 V. Net Profit ("-" indicates net loss) 727,599,207.94 624,540,933.45 i. Classified by operation sustainability 1. Net profit from continued 727,599,207.94 624,540,933.45 operation ("-" indicates net loss) 2. Net profit from discontinued operation ("-" indicates net loss) ii. Classified by attribution of ownership 1. Net profit attributable to 727,597,822.61 624,541,483.00 shareholders of the parent company 2. Minority shareholders' profits and 1,385.33 -549.55 losses VI. Net Amount of Other Comprehensive 42,756,832.99 5,462,550.69 Income after Tax Total other comprehensive after-tax net income attributable to owners of the 42,275,990.00 5,406,986.92 parent company i. Other comprehensive income not 42,275,990.00 5,406,986.92 able to be reclassified into profit or loss 1. Changes of remeasurement of defined benefit plan 2. Other comprehensive income that cannot be transferred into the profit 42,275,990.00 5,406,986.92 or loss under equity method 3. Changes in fair value of investment in other equity instruments 4. Changes in fair value of credit risk of the enterprise 5. Others ii. Other comprehensive income reclassified into profit or loss 1. Other comprehensive income to be transferred into profit or loss under equity method 2. Changes in fair value of other debt investments 3. Financial assets reclassified into other comprehensive income 4. Credit loss provision of investment in other debt investments 5. Reserve of cash flow hedge 6. Converted difference in foreign currency financial statements 7. Others Total other comprehensive after-tax net income attributable to minority 480,842.99 55,563.77 shareholders VII. Total Comprehensive Income 770,356,040.93 630,003,484.14 Total comprehensive income attributable to owners of the parent 769,873,812.61 629,948,469.92 company Total comprehensive income 482,228.32 55,014.22 attributable to minority shareholders VIII. Earnings per Share i. Basic earnings per share 1.28 1.15 ii. Diluted earnings per share 1.28 1.15 110 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Legal representative: Xie Bingzheng Person in charge of accounting: Tang Xinqiao Person in charge of accounting department: Chen Zhihui 4. Income statement of the Parent Company Unit: RMB Item 2022 2021 I. Revenue 2,884,275,568.81 2,719,989,257.14 Less: Cost of revenue 904,955,705.51 908,931,832.35 Taxes and surcharges 18,428,010.59 18,989,718.37 Selling expenses 849,949,549.93 832,868,004.50 Administrative expenses 105,797,517.32 81,338,858.08 R&D expenses 100,182,947.69 83,388,128.67 Finance expenses -7,741,089.97 21,048,966.28 Including: Interest fees 19,336,942.44 38,214,760.84 Interest income 27,976,020.32 17,369,687.41 Plus: Other income 2,289,109.36 3,268,741.44 Return on investment ("-" 39,390,949.38 38,815,870.23 indicates loss) Including: Return on investment in associates and joint ventures Profits from derecognition of financial assets at amortized cost Gains from net exposure hedging ("-" indicates loss) Gains from changes in fair value 4,950,075.80 3,424,832.00 ("-" indicates loss) Credit impairment losses ("-" 2,278,474.53 330,127.11 indicates loss) Asset impairment losses ("-" -99,445,469.97 -78,683,952.73 indicates loss) Gains on disposal of assets ("-" 1,862,946.66 -253,775.79 indicates loss) II. Operating Profit ("-" indicates loss) 864,029,013.50 740,325,591.15 Plus: Non-operating revenue 3,017,693.32 514,429.16 Less: Non-operating expenses 2,681,429.95 5,613,342.65 III. Total Profit ("-" indicates total loss) 864,365,276.87 735,226,677.66 Less: Income tax expense 113,564,770.11 102,403,424.54 IV. Net Profit ("-" indicates net loss) 750,800,506.76 632,823,253.12 i. Net profit from continued operation 750,800,506.76 632,823,253.12 ("-" indicates net loss) ii. Net profit from discontinued operation ("-" indicates net loss) V. Net Amount of Other Comprehensive Income after Tax i. Other comprehensive income not 111 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report able to be reclassified into profit or loss 1. Changes of remeasurement of defined benefit plan 2. Other comprehensive income that cannot be transferred into the profit or loss under equity method 3. Changes in fair value of investment in other equity instruments 4. Changes in fair value of credit risk of the enterprise 5. Others ii. Other comprehensive income reclassified into profit or loss 1. Other comprehensive income to be transferred into profit or loss under equity method 2. Changes in fair value of other debt investments 3. Financial assets reclassified into other comprehensive income 4. Credit loss provision of investment in other debt investments 5. Reserve of cash flow hedge 6. Converted difference in foreign currency financial statements 7. Others VI. Total Comprehensive Income 750,800,506.76 632,823,253.12 VII. Earnings per Share i. Basic earnings per share ii. Diluted earnings per share 5. Consolidated cash flow statement Unit: RMB Item 2022 2021 I. Cash Flows from Operating Activities: Cash received from sale of goods or 2,912,700,151.82 2,753,544,575.74 rendering of services Net increase in deposits from customers, banks and non-bank financial institutions Net increase in borrowings from central bank Net increase in placements from other financial institutions Cash received from premiums of direct insurance contracts Net cash from reinsurance business Net increase in policyholder deposits and investment funds Cash received from interests, service charges and commissions Net increase in placements from banks and other financial institutions 112 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Net increase in repo service fund Net cash from agent securities trading Tax rebates Cash received related to other 76,294,211.63 40,540,104.87 operating activities Subtotal of cash inflow from operating 2,988,994,363.45 2,794,084,680.61 activities Cash paid for goods purchased and 917,778,833.13 796,569,983.10 services rendered Net loans and advances to customers Net increase in deposits with the central bank, banks and non-bank financial institutions Cash paid for claims of direct insurance contracts Net increase in placements with banks and non-bank financial institutions Cash paid for interests, fees and commissions Cash paid for policy dividends Cash paid to and on behalf of 442,464,522.86 409,595,105.86 employees Tax payments 364,547,362.69 308,402,214.51 Cash paid related to other operating 321,967,610.95 381,993,739.07 activities Subtotal of cash outflow from operating 2,046,758,329.63 1,896,561,042.54 activities Net cash flows from operating activities 942,236,033.82 897,523,638.07 II. Cash Flows from Investing Activities: Cash received from recovery of investment Cash received from return on 40,348,045.27 40,700,749.76 investments Net cash received from the disposal of property, plant and equipment, intangible 1,400.00 116,729.13 assets, and other long-lived assets Net cash received from the disposal of subsidiaries and other business entities Cash received related to other 5,192,767,000.00 3,130,000,000.00 investing activities Subtotal of cash inflow from investing 5,233,116,445.27 3,170,817,478.89 activities Cash paid for the acquisition and construction of property, plant and 499,061,940.06 215,579,606.23 equipment, intangible assets, and other long-lived assets Cash paid for investments Net increase in pledged loans Net cash paid for acquisition of subsidiaries and other business entities Cash paid related to other investing 5,417,017,365.00 3,139,000,000.00 activities Subtotal of cash outflow from investing 5,916,079,305.06 3,354,579,606.23 activities 113 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Net cash flows from investing activities -682,962,859.79 -183,762,127.34 III. Cash Flows from Financing Activities: Cash received from capital contribution Including: Proceeds received by subsidiaries from minority shareholders' investment Cash received from borrowings Cash received related to other financing activities Subtotal of cash inflow from financing activities Cash paid for repayments of borrowings Cash paid for interest expenses and 171,212,125.20 166,432,183.18 distribution of dividends or profits Including: Dividend and profit paid by subsidiaries to minority shareholders Cash paid related to other financing 46,988,239.55 58,595,168.29 activities Subtotal of cash outflow from financing 218,200,364.75 225,027,351.47 activities Net cash flows from financing activities -218,200,364.75 -225,027,351.47 IV. Effect of Exchange Rate Changes on Cash and Cash Equivalents V. Net Increase in Cash and Cash 41,072,809.28 488,734,159.26 Equivalents Plus: Opening balance of cash and 1,058,018,706.05 569,284,546.79 cash equivalents VI. Closing Balance of Cash and Cash 1,099,091,515.33 1,058,018,706.05 Equivalents 6. Cash flow statement of the Parent Company Unit: RMB Item 2022 2021 I. Cash Flows from Operating Activities: Cash received from sale of goods or 2,912,410,027.13 2,753,005,028.87 rendering of services Tax rebates Cash received related to other 54,337,974.51 28,232,062.82 operating activities Subtotal of cash inflow from operating 2,966,748,001.64 2,781,237,091.69 activities Cash paid for goods purchased and 1,228,869,363.19 1,270,471,067.33 services rendered Cash paid to and on behalf of 66,309,429.15 57,528,684.66 employees Tax payments 293,328,255.65 268,948,328.65 Cash paid related to other operating 441,588,912.81 351,748,141.22 activities Subtotal of cash outflow from operating 2,030,095,960.80 1,948,696,221.86 activities Net cash flows from operating activities 936,652,040.84 832,540,869.83 II. Cash Flows from Investing Activities: 114 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Cash received from recovery of investment Cash received from return on 40,348,045.27 40,700,749.76 investments Net cash received from the disposal of property, plant and equipment, intangible 1,400.00 116,729.13 assets, and other long-lived assets Net cash received from the disposal of subsidiaries and other business entities Cash received related to other 5,192,767,000.00 3,130,000,000.00 investing activities Subtotal of cash inflow from investing 5,233,116,445.27 3,170,817,478.89 activities Cash paid for the acquisition and construction of property, plant and 499,061,940.06 209,979,606.23 equipment, intangible assets, and other long-lived assets Cash paid for investments Net cash paid for acquisition of subsidiaries and other business entities Cash paid related to other investing 5,417,017,365.00 3,139,000,000.00 activities Subtotal of cash outflow from investing 5,916,079,305.06 3,348,979,606.23 activities Net cash flows from investing activities -682,962,859.79 -178,162,127.34 III. Cash Flows from Financing Activities: Cash received from capital contribution Cash received from borrowings Cash received related to other 3,798,938.99 3,363,413.96 financing activities Subtotal of cash inflow from financing 3,798,938.99 3,363,413.96 activities Cash paid for repayments of borrowings Cash paid for interest expenses and 171,212,125.20 166,432,183.18 distribution of dividends or profits Cash paid related to other financing 33,823,074.95 45,244,487.92 activities Subtotal of cash outflow from financing 205,035,200.15 211,676,671.10 activities Net cash flows from financing activities -201,236,261.16 -208,313,257.14 IV. Effect of Exchange Rate Changes on Cash and Cash Equivalents V. Net Increase in Cash and Cash 52,452,919.89 446,065,485.35 Equivalents Plus: Opening balance of cash and 976,991,427.36 530,925,942.01 cash equivalents VI. Closing Balance of Cash and Cash 1,029,444,347.25 976,991,427.36 Equivalents 7. Consolidated statement of changes in owner’s equity Amount of the current period Unit: RMB 115 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2022 Equity attributable to owners of the Parent Company Other equity Othe Equi instruments r ty of Total Less: Gene own Item Shar Capi com Spec Surp Retai mino Prefe Trea ral rity er’s e Perp tal preh ial lus ned Othe Subt renc sury risk share equit capit etual Othe reser ensiv reser reser earni rs otal e share reser hold y al bond rs ve e ves ves ngs ers share s ves s inco s me I. Closing 550, 27,5 600, - 258, 1,80 3,24 3,24 967, Balance of 326, 24,4 470, 842, 110, 9,85 5,44 6,40 735. Previous 712. 54.1 446. 173. 335. 1,82 1,59 9,33 13 Year 00 6 15 72 93 1.97 6.49 1.62 Plus: Changes in accounting policies Correction of previous period errors Business combinatio ns under common control Others II. 550, 27,5 600, - 258, 1,80 3,24 3,24 Opening 967, 326, 24,4 470, 842, 110, 9,85 5,44 6,40 Balance of 735. 712. 54.1 446. 173. 335. 1,82 1,59 9,33 Current 13 00 6 15 72 93 1.97 6.49 1.62 Year III. - Changes in 20,3 293, 42,2 27,2 529, 884, 885, 27,5 482, the Period 80,3 074, 75,9 43,2 142, 591, 074, 24,4 228. ("-" 72.0 311. 90.0 06.0 491. 916. 144. 54.1 32 Indicates 0 19 0 7 34 44 76 6 Decrease) (I) Total 42,2 727, 769, 770, 482, comprehen 75,9 597, 873, 356, 228. sive 90.0 822. 812. 040. 32 income 0 61 61 93 (II) Capital - 20,3 293, 285, 285, contribute 27,5 80,3 074, 930, 930, d or 24,4 72.0 311. 229. 229. reduced by 54.1 0 19 03 03 owners 6 1. Ordinary shares contribute 116 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report d by owners 2. Capital contribute - d by 20,3 293, 285, 285, 27,5 owners of 80,3 074, 930, 930, 24,4 other 72.0 311. 229. 229. 54.1 equity 0 19 03 03 6 instrument s 3. Share- based payments recognized as owner's equity 4. Others - - - 27,2 (III) Profit 198, 171, 171, 43,2 distributio 455, 212, 212, 06.0 n 331. 125. 125. 7 27 20 20 1. - 27,2 Appropriat 27,2 43,2 ion of 43,2 06.0 surplus 06.0 7 reserves 7 2. Appropriat ion of general risk reserves 3. - - - Distributio 171, 171, 171, n to 212, 212, 212, owners (or 125. 125. 125. shareholde 20 20 20 rs) 4. Others (IV) Internal carry-over of owner’s equity 1. Capital (or share capital) increased from capital reserves 2. Capital (or share 117 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report capital) increased from surplus reserves 3. Surplus reserve offsetting losses 4. Retained earnings carried over from changes in defined benefit plans 5. Retained earnings carried over from other comprehen sive income 6. Others (V) Special reserves 1. Appropriat ion for the period 2. Use for the period (VI) Others IV. 570, 893, 41,4 285, 2,33 4,13 4,13 1,44 Closing 707, 544, 33,8 353, 8,99 0,03 1,48 9,96 Balance of 084. 757. 16.2 542. 4,31 3,51 3,47 3.45 the Period 00 34 8 00 3.31 2.93 6.38 Amount of last period Unit: RMB 2021 Equity attributable to owners of the Parent Company Equi ty of Total Other equity Less: Gene Othe mino own Item Shar instruments Capi Spec Surp Retai Trea r ral rity er’s e tal ial lus ned Othe Subt Prefe Perp sury com risk share equit capit Othe reser reser reser earni rs otal renc etual share preh reser hold y al rs ve ves ves ngs e bond s ensiv ves ers 118 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report share s e s inco me I. Closing 524, 63,6 226, - 194, 1,41 2,41 2,41 912, Balance of 075, 61,1 927, 6,24 828, 3,58 6,82 7,73 720. Previous 085. 35.5 846. 9,16 010. 2,87 5,78 8,51 91 Year 00 4 51 0.64 62 2.58 9.61 0.52 Plus: Changes in accounting policies Correction of previous period errors Business combinatio ns under common control Others II. 524, 63,6 226, - 194, 1,41 2,41 2,41 Opening 912, 075, 61,1 927, 6,24 828, 3,58 6,82 7,73 Balance of 720. 085. 35.5 846. 9,16 010. 2,87 5,78 8,51 Current 91 00 4 51 0.64 62 2.58 9.61 0.52 Year III. - Changes in 26,2 373, 63,2 396, 828, 828, 36,1 5,40 55,0 the Period 51,6 542, 82,3 268, 615, 670, 36,6 6,98 14.2 ("-" 27.0 599. 25.3 949. 806. 821. 81.3 6.92 2 Indicates 0 64 1 39 88 10 8 Decrease) (I) Total 624, 629, 630, 5,40 55,0 comprehen 541, 948, 003, 6,98 14.2 sive 483. 469. 484. 6.92 2 income 00 92 14 (II) Capital - 26,2 373, 363, 363, contribute 36,1 51,6 542, 657, 657, d or 36,6 27.0 599. 545. 545. reduced by 81.3 0 64 26 26 owners 8 1. Ordinary shares contribute d by owners 2. Capital - contribute 26,2 373, 363, 363, 36,1 d by 51,6 542, 657, 657, 36,6 owners of 27.0 599. 545. 545. 81.3 other 0 64 26 26 8 equity 119 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report instrument s 3. Share- based payments recognized as owner's equity 4. Others - - - 63,2 (III) Profit 228, 164, 164, 82,3 distributio 272, 990, 990, 25.3 n 533. 208. 208. 1 61 30 30 1. - 63,2 Appropriat 63,2 82,3 ion of 82,3 25.3 surplus 25.3 1 reserves 1 2. Appropriat ion of general risk reserves 3. - - - Distributio 164, 164, 164, n to 990, 990, 990, owners (or 208. 208. 208. shareholde 30 30 30 rs) 4. Others (IV) Internal carry-over of owner’s equity 1. Capital (or share capital) increased from capital reserves 2. Capital (or share capital) increased from surplus reserves 3. Surplus reserve offsetting 120 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report losses 4. Retained earnings carried over from changes in defined benefit plans 5. Retained earnings carried over from other comprehen sive income 6. Others (V) Special reserves 1. Appropriat ion for the period 2. Use for the period (VI) Others IV. 550, 27,5 600, - 258, 1,80 3,24 3,24 967, Closing 326, 24,4 470, 842, 110, 9,85 5,44 6,40 735. Balance of 712. 54.1 446. 173. 335. 1,82 1,59 9,33 13 the Period 00 6 15 72 93 1.97 6.49 1.62 8. Statement of changes in owner’s equity of the Parent Company Amount of the current period Unit: RMB 2022 Other equity instruments Other Less: compr Specia Surplu Retain Total Item Share Prefere Perpet Capital Treasu ehensi l s ed owner’ Others capital nce ual Others reserve ry ve reserve reserve earnin s shares bonds shares incom s s gs equity e I. Closing 550,32 27,524 600,47 258,11 1,965, 3,401, Balance of 6,712. ,454.1 0,446. 0,335. 415,11 847,06 Previous 00 6 15 93 9.66 7.90 Year Plus: 121 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Changes in accounting policies Correction of previous period errors Others II. Opening 550,32 27,524 600,47 258,11 1,965, 3,401, Balance of 6,712. ,454.1 0,446. 0,335. 415,11 847,06 Current Year 00 6 15 93 9.66 7.90 III. Changes - in the Period 20,380 293,07 27,243 552,34 865,51 27,524 ("-" ,372.0 4,311. ,206.0 5,175. 8,610. ,454.1 Indicates 0 19 7 49 59 6 Decrease) (I) Total 750,80 750,80 comprehensi 0,506. 0,506. ve income 76 76 (II) Capital - 20,380 293,07 285,93 contributed 27,524 ,372.0 4,311. 0,229. or reduced ,454.1 0 19 03 by owners 6 1. Ordinary shares contributed by owners 2. Capital - contributed 20,380 293,07 285,93 27,524 by owners of ,372.0 4,311. 0,229. ,454.1 other equity 0 19 03 6 instruments 3. Share- based payments recognized as owner's equity 4. Others - - 27,243 (III) Profit 198,45 171,21 ,206.0 distribution 5,331. 2,125. 7 27 20 1. - 27,243 Appropriatio 27,243 ,206.0 n of surplus ,206.0 7 reserves 7 2. Distribution - - to owners 171,21 171,21 (or 2,125. 2,125. shareholders 20 20 ) 3. Others 122 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (IV) Internal carry-over of owner’s equity 1. Capital (or share capital) increased from capital reserves 2. Capital (or share capital) increased from surplus reserves 3. Surplus reserve offsetting losses 4. Retained earnings carried over from changes in defined benefit plans 5. Retained earnings carried over from other comprehensi ve income 6. Others (V) Special reserves 1. Appropriatio n for the period 2. Use for the period (VI) Others IV. Closing 570,70 893,54 285,35 2,517, 4,267, Balance of 7,084. 4,757. 3,542. 760,29 365,67 the Period 00 34 00 5.15 8.49 Amount of last period Unit: RMB FY 2021 Item Other equity instruments Less: Other Specia Surplu Retain Total Share Capital Treasu compr l s ed Others owner’ capital Prefere Perpet Others reserve ry ehensi reserve reserve earnin s 123 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report nce ual shares ve s s gs equity shares bonds incom e I. Closing 524,07 63,661 226,92 194,82 1,560, 2,570, Balance of 5,085. ,135.5 7,846. 8,010. 864,40 356,47 Previous Year 00 4 51 62 0.15 7.82 Plus: Changes in accounting policies Correction of previous period errors Others II. Opening 524,07 63,661 226,92 194,82 1,560, 2,570, Balance of 5,085. ,135.5 7,846. 8,010. 864,40 356,47 Current Year 00 4 51 62 0.15 7.82 III. Changes in - 26,251 373,54 63,282 404,55 831,49 the Period ("-" 36,136 ,627.0 2,599. ,325.3 0,719. 0,590. Indicates ,681.3 0 64 1 51 08 Decrease) 8 (I) Total 632,82 632,82 comprehensive 3,253. 3,253. income 12 12 (II) Capital - 26,251 373,54 363,65 contributed or 36,136 ,627.0 2,599. 7,545. reduced by ,681.3 0 64 26 owners 8 1. Ordinary shares contributed by owners 2. Capital - contributed by 26,251 373,54 363,65 36,136 owners of ,627.0 2,599. 7,545. ,681.3 other equity 0 64 26 8 instruments 3. Share-based payments recognized as owner's equity 4. Others - - 63,282 (III) Profit 228,27 164,99 ,325.3 distribution 2,533. 0,208. 1 61 30 1. - 63,282 Appropriation 63,282 ,325.3 of surplus ,325.3 1 reserves 1 - - 2. Distribution 164,99 164,99 to owners (or 0,208. 0,208. 124 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report shareholders) 30 30 3. Others (IV) Internal carry-over of owner’s equity 1. Capital (or share capital) increased from capital reserves 2. Capital (or share capital) increased from surplus reserves 3. Surplus reserve offsetting losses 4. Retained earnings carried over from changes in defined benefit plans 5. Retained earnings carried over from other comprehensive income 6. Others (V) Special reserves 1. Appropriation for the period 2. Use for the period (VI) Others IV. Closing 550,32 27,524 600,47 258,11 1,965, 3,401, Balance of the 6,712. ,454.1 0,446. 0,335. 415,11 847,06 Period 00 6 15 93 9.66 7.90 III. Basic Information of the Company Registered address of the Company and office address of the headquarters: No. 608 East Xingye Avenue, Nancun Town, Panyu District, Guangzhou City 125 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Principal business activities: R&D and design of brand clothing, brand promotion, marketing network construction and supply chain management Date of approval for the issue of the financial statements: April 26, 2023 In the reporting period, the Company had 9 subsidiaries that were included in the consolidated scope, as detailed in “Note IX Equities in Other Entities”. Compared with the previous period, three new subsidiaries were established and added, which are detailed in “Note VIII Changes in Consolidated Scope”. IV. Preparation Basis for Financial Statements 1. Basis of preparation The Company has prepared the financial statements on a going concern based on actual transactions and events that are recognized and measured in accordance with the Accounting Standards for Business Enterprises - Basic Standards as well as other specific accounting standards, application guidelines, standard interpretations and other relevant regulations (hereinafter collectively referred to as “Accounting Standards for Business Enterprises”) and in combination with provisions set out in Rules No. 15 on the Preparation of Information Disclosure Documents by Companies That Offer Securities to the Public - General Rules for Financial Statements (2014 Revision) issued by China Securities Regulatory Commission. 2. Going concern The Company has the ability to continue as a going concern for at least 12 months following the end of the reporting period. There are no material events that will affect the Company’s going concern. V. Significant Accounting Policies and Accounting Estimates Specific accounting policies and accounting estimates: The Company has set out specific accounting policies and accounting estimates for transactions and events with relation to revenue recognition, provision for inventory impairment, expected credit loss of receivables, etc. based on its production and operation characteristics in accordance with relevant provisions of the Accounting Standards for Business Enterprises. 1. Statement of compliance with the Accounting Standards for Business Enterprises The financial statements of the Company conform to the requirements set out in the Accounting Standards for Business Enterprises and truthfully and completely reflect the financial status, operating results, changes in owner’s equity, cash flow, and other relevant information of the Company. 126 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Accounting period The accounting year of the Company is from January 1 to December 31 of each calendar year. 3. Operating cycle The Company sets 12 months as a full operating cycle. 4. Standard currency for accounting The Company uses RMB as the standard currency for bookkeeping. 5. Accounting treatment measures of business combinations of entities under common control and business combinations of entities not under common control 1. Business combinations of entities under common control: Assets and lia bilities acquired by the Company in the business combination are measured at the book value of the combined party’s assets and liabilities (including the goodwill incurred to the ultimate controlling party from the acquisition of the combined party) in the financial statements of the ultimate controlling party on the combination date. If there are differences between the book values of the net assets acquired and the book values of t he combination consideration paid (or the par values of the issued shares), the difference will be used to adjust capital reserves or share premiums. Where capital reserves or share premiums are insufficient to offset, retained earnings will be adjusted. 2. Business combinations of entities not under common control: Assets paid by the Company as the consideration of business combination on the acquisition date or liabilities incurred to or assumed by the Company are measured at fair value, and the difference between their fair value and book value is included in the profit and loss of the current period. If the costs of business combinations are higher than the fair values of identifiable net assets of the acquiree on the acquisition date, the gap betw een them is confirmed as goodwill. If the costs of business combinations are lower than the fair values of the identifiable net assets of the acquiree on the acquisition date, the fair values of identifiable assets and liabilities obtained as well as the fair values of the non- cash assets or equity securities issued that are used as the consideration of the combination are reassessed; if, upon reassessment, the determined fair values of the identifiable assets and liabilities are defined as reasonable, the difference between the business combination costs and the fair values of the identifiable net assets of the acquiree is included in the non-operating revenue of the period when the combination occurs. For business combinations not under common control that are achieved in stages, the business combination costs shall be the s um of the consideration paid on the acquisition date and fair values of the equities in the acquiree held before the acquisition date. Meanwhile, the equities in the acquiree held before the acquisition date shall be remeasured at the fair value on the acquisition date, and the difference between the fair value and the book value is recognized as the return on investment of the current period. For other comprehensive income incurred from the long-term equity investment of equities in the acquiree held before the acquisition date as calculated under the equity model, accounting processing shall be done by adopting the same basis for directly dispos ing relevant assets or liabilities of the acquiree. That is, other changes in shareholders’ equity, except for net profit a nd loss, other 127 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report comprehensive income and profit distribution, shall be transferred to the return on investment of the current period. For other equity instrument investments in the acquiree held before the acquisition date, the changes in the fair value of the equity instrument investments accumulated under other comprehensive income before the acquisition date are transferred to retained profits and losses. 3. Treatment of relevant expenses in business combination: Intermediary fees for auditing, legal serv ices, evaluation, consultation, etc. and other relevant management expenses incurred for the business combination are included in the profit and loss of the period when they occur; the transaction fees of the equity securities or debt securities issued as the consideration for the combination are included in the initial recognition amount of the equity securities or debt securities. 6. Methods for preparation of consolidated financial statements 1. Scope of consolidated financial statements The consolidation scope of consolidated financial statements shall be subject to the basis of control, which includes not only subsidiaries determined based on voting rights (or similar rights) themselves or in combination with other arrangements, but also structured entities determined based on one or more contractual arrangements. Control refers to the power the investor owns against the investee which allows the investor to enjoy the variable return by attending relevant activities of the investee and to be capable of using such power to affect the amount of return. 2. Combination procedures The consolidated financial statements are prepared based on the financial statements of the Company and its subsidiaries and other relevant information. The Company unifies the accounting policies and accounting periods adopted by its subsidiaries, so that they are consistent with those adopted by the Company. During preparation of the consolidated financial statements, the materiality principle is followed; i.e. internal transactions and equity investment projects between the parent company and the subsidiary and between subsidiaries are offset. The equities and profits and losses attributable to minority shareholders of subsidiaries are listed separately under the ite m of “owner's equity” in the consolidated balance sheet and under the item of “net profit” in the consolidated income statement. If the loss of a subsidiary which is shared by its minority shareholders exceeds the minority shareholders' share in the owner’s equity of the subsidiary at the beginning of the period, the equity of minority shareholders shall be reduced. (1) Addition of subsidiary and business If subsidiaries and businesses are added due to business combinations of enterprises under the same control during the reporting period, the opening balance of the consolidated balance sheet should be adjusted; the consolidated income statement should include the incomes, expenses and profits of these subsidiaries and businesses from the beginning to the end of the reporting period when the combination occurs; the consolidated cash flow statement should include cash flows of these subsidiaries and businesses from the beginning to the end of the reporting period when the combination occurs. Meanwhile, relevant items in the 128 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report comparative statements should be adjusted, as if the consolidated reporting entity had been existing since the time when the ultimate controlling party began to have control. If subsidiaries and businesses are added due to business combinations of enterprises not under the same control during the reporting period, the opening balance of the consolidated balance sheet are not adjusted; the consolidated income statement s hould include the incomes, expenses and profits of these subsidiaries and businesses from the acquisition date to the end of the reporting period; the consolidated cash flow statement should include cash flows of these subsidiaries and businesses from the acquisit ion date to the end of the reporting period. The Company prepares consolidated financial statements based on the amount of identifiable assets, liabilities and contingent liabilities on the balance sheet date of the current period as determined on the basis of their fair values in the individual financia l statements of the subsidiary on the acquisition date. If the costs of business combinations are higher than the identifiable net assets of the acquiree, the gap between them is confirmed as goodwill. If the costs of business combinations are lower than the identifiable net assets of the acquiree, the gap between them, upon reassessment, is included in the profit and loss of the current period. For business combinations not under common control that are achieved through multiple transactions in stages, when compiling the consolidated financial statements, the equities in the acquiree held before the acquisition date should be remeasured at the fair value on the acquisition date, and the difference between the fair value and the book value is recognized as the return on investment of the current period. For other comprehensive income incurred from the long-term equity investment of equities in the acquiree held before the acquisition date as calculated under the equity model, accounting processing shall be done by adopting the same basis for directly disposing relevant assets or liabilities of the acquiree. That is, other changes in shareholders’ equity, except for net profit and loss, other comprehensive income and profit distribution, shall be transferred to the return on investment of the current period. For other equity instrument investments in the acquiree held before the acquisition date, the changes in the fair value of the equity instrument investments accumulated under other comprehensive income before the acquisition date are transferred to retained profits and losses. (2) Disposal of subsidiaries and businesses A. General disposal methods Where the Company disposes subsidiaries and businesses during the reporting period, the incomes, expenses and profits of thes e subsidiaries and businesses from the beginning of the reporting period to the disposition date are included in the consolidated income statement, while their cash flows from the beginning of the period to the disposition date are included in the consolidated cash flow statement. If the Company loses control of a subsidiary due to partial disposal of equity investment or other reasons, the remaining equ ity should be remeasured in the consolidated financial statements at fair value on the date of loss of control. The sum of consideration obtained from equity disposal and fair value of the remaining equity, minus the Company's share in the subsidiary's net assets proportional to its original shareholding percentage that is continuously calculated from the acquisition date or acquisition date, is recognized as return on investment of the reporting period when the loss of control takes place. For other comprehensive inco me 129 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report incurred from the equity investment in the subsidiary, accounting processing is done by adopting the same basis for directly disposing relevant assets or liabilities of the subsidiary at the loss of control. That is, other changes in shareholders’ equity, except for net profit and loss, other comprehensive income and profit distribution, shall be transferred to the return on investment of the period when the control is lost. B. Disposal of equities in steps until loss of control Where the Company loses control of a subsidiary by disposing equity investments in the subsidiary in steps, if those transactions of equity disposal are a package deal, each transaction shall be treated as a transaction that results in loss of control of the subsidiary in accounting processing. However, the difference between each disposal price before loss of control and the Company's share in the subsidiary's net assets proportional to the disposed equity shall be recognized as other comprehensive income in the consolidated financial statements and, upon loss of control, transferred to the profit and loss of the current period. If the terms, conditions, and economic effects of transactions of disposing equity investment in the subsidiary conform to one or more of the following circumstances, that means these multiple transactions should be treated as package deals in accounting processing: (A) those transactions are reached at the same time or after taking into consideration the influence of each other; (B) those transactions together produce a complete commercial outcome; (C) the occurrence of one transaction depends on the occurrence of at least one other transaction; (D) one transaction alone does not seem to be economical, but all those transactions are economical when are considered as a whole. (3) Purchase of minority stakes in subsidiaries The difference between the long-term equity investment newly acquired by the Company due to the purchase of minority stakes and its share in the identifiable net assets of the subsidiary proportional to the increased shareholding ratio as continuous ly calculated from the acquisition date (or combination date) is used to adjust the capital premium or share premium under capita l reserve in the consolidated balance sheet; if the capital premium or share premium is insufficient to offset, retained earnin gs will be adjusted. (4) Partial disposal of equity investment in subsidiaries without losing control The consideration received by the Company for disposing the long-term equity investments in a subsidiary without losing control and its share in the identifiable net assets of the subsidiary proportional to the disposed equity ratio as continuously calculated from the acquisition date (or combination date) is used to adjust the capital premium or share premium under capital reserve in the consolidated balance sheet; if the capital premium or share premium is insufficient to offset, retained earnings will be adjusted. 7. Classification of joint arrangements and accounting treatment methods A joint arrangement is an arrangement over which two or more parties have joint control. Joint arrangements are required to be classified as either a joint operation or a joint venture. 130 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 1. A joint operation is the joint arrangement where the Company has the rights to the assets and the obligations for the liab ilities of the arrangement. The Company recognizes in relation to its interest in a joint operation: (1) its assets, including its share of any assets held jointly; (2) its liabilities, including its share of any liabilities incurred jointly; (3) its revenue from the sale of its share of the output of the joint operation; (4) its share of the revenue from the sale of the output by the joint operation; and (5) its expenses, including its share of any expenses incurred jointly. 2. A joint venture is a joint arrangement where the Company only has an interest to the net assets of the arrangement. The Company accounts for its interest in a joint venture using the equity method. 8. Criteria for recognition of cash and cash equivalents The Company recognizes cash on hand and deposits that can be used for payment at any time as ca sh when compiling the cash flow statement. Meanwhile, short-term (due within three months from the acquisition date) investments held by the Company with high liquidity, (which are) easy to convert to cash in a known amount, and low risk of value changes are recognized as cash equivalents. Restricted bank deposits are not recognized as cash and cash equivalents in the cash flow statement. 9. Translation of transactions and financial statements denominated in foreign currencies 1. Foreign currency transactions Upon the occurrence of foreign currency transactions, the amount of foreign currency is accounted by translating into RMB at the approximate spot exchange rate on the transaction date, while foreign currency monetary items and non-monetary items are treated according to the following methods at the end of the reporting period: (1) Foreign currency monetary items are translated at the spot exchange rate on the balance sheet date. Exchange difference resulting from the difference between the spot exchange rate on the balance sheet date and that at the initial recognition or on the previous balance sheet date is recognized as the profit and loss of the current period. (2) Foreign currency non-monetary items that are measured at historical cost shall still be converted at the spot exchange rate on the transaction date, without changing the amount of the standard bookkeeping currency. (3) Foreign currency non-monetary items that are measured at fair value are translated using the foreign exchange rate at the da te when the fair value is recognized. The difference arising therefrom is recognized as profit and loss or other comprehensive income. (4) Exchange gains and losses, except for those arising from special foreign-currency borrowings related to the purchase or production of assets eligible for capitalization, are included in the cost of the asset eligible for capitalization before the asset is ready for its intended use or sale, while others are included in the profit and loss of the current period. 2. Translation of foreign-currency financial statements 131 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) Assets and liabilities in the balance sheet shall be converted at the spot exchange rate on the balance sheet date; except for the "undistributed profits” item, all the other items under “owner's equity” are converted at the spot exchange rate at the time of occurrence. (2) Income and expense items in the income statement shall be translated using the foreign exchange rate ruling at the date of the transaction. (3) Difference resulting from translation of foreign-currency financial statements by the above methods shall be included in other comprehensive income. When disposing an overseas operation, the difference resulting from the conversion of foreign currency statements relating to the operation is transferred from the owner's equity item to the profit and loss of the current period. (4) The cash flow statement is converted at the spot exchange rate on the date of cash flow occurrence. The impact of exchange rate changes on cash is regarded as an adjustment item and listed separately in the cash flow statement. 10. Financial instruments When the Company becomes a party to a financial instrument contract, the financial instrument is confirmed to be either a financial asset or financial liability. 1. Classification, recognition, and measurement of financial assets According to the business model of managing financial assets and the contractual cash flow characteristics of financial assets, the Company classifies financial assets into the following three categories: financial assets measured at the amortized cost, financia l assets measured at fair value where gains and losses are recognized in other comprehensive income (hereinafter, fair value through other comprehensive income), and financial assets measured at fair value where gains and losses are recognized in profit or loss of the current period (hereinafter, fair value through profit or loss). Financial assets are measured at fair value upon initial recognition. For financial assets measured at fair value through profit or loss, transaction costs are directly included in profit and loss of the current period. For other types of financial assets, related transaction costs are included in their initial recognized amounts. Where the accounts receivable initially recognized by the Company does not contain significant financing components as defined in the Accounting Standards for Business Enterprises No. 14 -- Revenue or the accounts receivable does not consider financing components in contacts whose term is less than a year pursuant to provisions of the Accounting Standards for Business Enterprises No. 14 -- Revenue, the initial measurement shall be made according to the price of transactions that are expected to be entitled to receive consideration. (1) Financial assets measured at amortized cost A financial asset is classified as being subsequently measured at amortized cost if the asset is held within a business model whose objective is to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. This kind of financial assets is subsequently measure d at amortized cost using the effective interest method. Gains or losses arising from amortization or impairment are recognized in profit and loss of the current period. (2) Financial assets measured at fair value through other comprehensive income 132 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report A financial asset is classified as being subsequently measured at fair value through other comprehensive income if the asset is held within a business model whose objective is to both collect contractual cash flows and sell the financial asset, and the contr actua l terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company measures this kind of financial assets at fair value where gains and losses are recognized in other comprehensive income, but the impairment losses or gains, exchange profits or losses, and interest income calculated by the effective interest method are recognized as the profit and loss of the current period. If an equity investment is not held for trading, the Company can make an irrevocable election at initial recognition to measure it at fair value through other comprehensive income. The designation hereof is made on an individual investment basis, and the relevant investment meets the definition of an equity instrument from the perspective of the issuer. The Company recognizes relevant dividend income from such financial assets as the profit and loss of the current period, and changes in fair value as other comprehensive income. When such financial assets are derecognized, the accumulated gains or losses previously recognized as other comprehensive income shall be transferred from other comprehensive income to retained earnings and not recognized as the profit and loss of the current period. (3) Financial assets measured at fair value through profit or loss All financial assets other than the other two preceding types are classified as financial assets measured at fair value through profit or loss. Moreover, at initial recognition, to eliminate or significantly reduce accounting mismatches that would otherwise ar ise, the Company may designate a financial asset as financial asset measured at fair value through profit or loss. Such financial assets are subsequently measured at fair value, and changes in fair value are recognized as the profit and loss of the current period. 2. Classification, recognition, and measurement of financial liabilities At initial recognition, financial liabilities are classified into financial liabilities measured at fair value through profit or loss and other financial liabilities. For financial liabilities measured at fair value through profit or loss, transaction costs are directly included in profit and loss of the current period. For other types of financial liabilities, related transaction costs are included in their initial recognition amounts. (1) Financial liabilities measured at fair value through profit or loss Financial liabilities measured at fair value through profit or loss include financial liabilities held for trading (including derivatives belonging to financial liabilities) and financial liabilit ies designated to be measured at fair value where changes in fair value are included in the profit and loss of the current period. Financial liabilities held for trading (including derivatives belong to financial liabilities) are subsequently measured at fair value, and changes in fair value, except for those related to hedge accounting, are recognized as profit and loss of the current period. For those that are designated as financial liabilities measured at fair value through profit or loss, the amount of change in fair value attributable to changes in the credit risk of the Company is presented in other comprehensive income; cumulative gains or los ses of change in fair value attributable to changes in the credit risk of the Company are transferred to reta ined earnings at the derecognition of the financial liability. Other changes in fair value shall be recognized as the profit and loss of the curre nt period. If the accounting treatment of the credit risk changes in such financial liabilities by the above methods will create or expand the 133 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report accounting mismatch in the profit and loss, the Company shall recognize all gains or losses in such financial liabilities (including the amount attributable to changes in the credit risk of the Company) as the profit and loss of the current period. (2) Other financial liabilities Except for financial liabilities that continue to be recognized when a transfer of a financial asset does not qualify for derecognition or continue to be recognized to the extent of continuing involvement, or financial guarantee contracts, other financial liabilities shall be classified into the financial liabilities measured at amortized cost, which are subsequently measured at amortized c ost, and the gains or losses resulting from derecognition or amortization shall be recognized as the profit and loss of the current period. 3. Methods for determining the fair value of financial assets and financial liabilities If there are active markets for a financial instrument, the Company establishes its fair value by using quoted price in the active markets. If there is no active market, valuation techniques are used to measure fair value. During valuation, the Company adopts the valuation techniques that are applicable under current circumstances and supported by sufficient available data and other information, selects the input values that are consistent with t he characteristics of the assets or liabilities considered by the market participants in the transaction of the relevant assets or liabilities, and preferentially uses the relevant observable inputs . Unobservable input values are used only when relevant observable input values are not available or are not practicable. 4. Recognition and measurement of financial asset transfer Recognition of financial asset transfer Circumstance Result of confirmation Transferring substantially all of the risks and rewards of ownership of the asset Derecognize the financial asset (recognize new Neither transferring nor Give up control of the transferred asset/liability) retaining substantially all the asset risks and rewards of ownership Retain control of the transferred Continue to recognize the transferred asset and liability of the asset asset to the extent of continuing involvement Retaining substantially all the Continue to recognize the financial asset and recognize the consideration received as risks and rewards of ownership financial liability of the asset The Company distinguishes financial asset transfer into transfer in entirety and transfer in part. (1) If a financial asset is qualified for derecognition in its entirety, the difference between the following two shall be recognized in profit and loss of the current period: the book value of the financial asset at the date of derecognition; and the consideration received, plus the cumulated amount of changes in fair value directly included in other comprehensive income (only for financia l assets measured at fair value through other comprehensive income as classified in accordance with Article 18 of the Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments). (2) If the transferred asset is part of a larger financial asset, when the part transferred qualifies for derecognition in its entirety, the previous book value of the larger financial asset shall be allocated between the part that continues to be recognized and the part 134 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report that is derecognized (for this purpose, a retained serving asset should be treated as the part continuing to be recognized), on the basis of the relative fair values of those parts on the date of the transfer. The difference between the following two shall be recognized in profit and loss of the current period: the book value allocated to the part derecognized at the date of derecognition; and the consideration received for the part derecognized (including any new asset obtained less any new liability assumed), plus the cumulated amount of changes in fair value proportionate to the part derecognized directly included in other comprehensive income (only for financial assets measured at fair value through other comprehensive income as classifie d in accordance with Article 18 of the Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments). If the transferred financial asset does not qualify for derecognition, the Company continues to recognize the financial asset in its entirety and the consideration received as a financial liability. 5. Derecognition of financial liabilities The Company removes a financial liability (or a part of it) from its financial statements when the obligation specified in the contract is discharged or canceled or expires. For the following circumstances: (1) If the Company transfers the asset to repay a financial liability to an institution or establish a trust thereof, while the repayment obligation still exists, the financial liability should not be derecognized. (2) If the Company (borrower) and the lender sign an agreement under which the Company assumes a new financial liability to replace the original financial liability (or a part of it), while contractual terms of the two are different in substance, the Company shall derecognize the original financial liability (or a part of it) and recognize a new financial liability. If a financial liability is derecognized in whole (or in part), the difference between the book value of the derecognized portion and the consideration paid (including the non-cash assets transferred out or the new financial liability assumed) is recognized as the profit and loss of the current period. 6. Impairment of financial assets (1) Methods for recognizing impairment provision Financial assets measured at amortized cost (including receivables), investments in debt instruments measured at fair value through other comprehensive income, and lease receivables are measured using the expected credit loss (ECL) approach. In addition, for contract assets, loan commitments and financial guarantee contracts, loss allowance and credit impairment loss are recognized according to the above accounting policies. Expected credit loss (ECL) is the weighted average of credit losses with the respective risks of a default occurring as the weightings. Credit loss refers to the difference between the present value of all contractual cash flows discounted at the or igina l interest rate and the present value of expected future cash flows, i.e. the “cash shortfall”. With the exception of purchased or originated credit-impaired financial assets, the Company assesses whether the credit risk of relevant financial assets has been significantly increased since initial recognition. If the credit risk has not increased significantly since initial recognition, it is in Stage 1; the Company recognizes loss allowance based on the 12-month ECL of the financial asset. If the credit risk increases significantly since initial recognition but the financial asset is not considered credit-impaired, it is in Stage 2; the Company measures loss allowance based on the lifetime ECL of the financial asset. If the credit risk of a financ ia l 135 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report asset increases to the point that is considered credit-impaired, it is in Stage 3; the Company measures the loss allowance based on the lifetime ECL of the financial asset. When assessing expected credit loss, the Company considers reasonable and evidence - based information, including forward-looking information, which is available at the balance sheet date without undue additiona l cost or effort regarding past events, current conditions and forecasts of future economic conditions. The 12-month ECL refers to expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date (or the lifetime if the expected duration of a finical asset is less than 12 months). The 12-Month ECL constitutes a part of the lifetime ECL. For financial assets with a low credit risk, the Company assumes that their credit risk has not increased significantly since initia l recognition and elects to measure their loss allowance through 12-month ECL. For financial assets in Stage 1 and Stage 2 and those with a low credit risk, interest revenue is calculated based on the gross carrying amount and effective interest rate without deduction for loss allowance. For financial assets in Stage 3, interest revenue is calculated based on the amortized coast (i.e. the gross carrying amount less the loss allowance) and the effective interest rate. (2) Credit-impaired financial assets An asset is recognized as credit-impaired if one or more events have occurred that have a detrimental impact on the estimated future cash flows of the asset. Evidences for credit-impaired asset include the following observable data: A. significant financial difficulty of the issuer or borrower; B. a breach of contract of the borrower, such as a default or past-due payment of interest or principal; C. the lenders for economic or contractual reasons relating to the borrower’s financial difficulty granted the borrower a concession that would not otherwise be considered; D. it becoming probable that the borrower will enter bankruptcy or other financial reorganization; E. the disappearance of an active market for the financial asset because of financial difficulties of the issuer or borrower; or F. the purchase or origination of a financial asset at a deep discount that reflects incurred credit losses. It may not be possible to identify a single discrete event. Instead, the combined effect of several events may cause financial assets to become credit-impaired. (3) Purchased or originated credit-impaired financial assets For purchased or originated credit-impaired financial assets, the Company recognizes cumulative changes in lifetime expected losses since initial recognition as a loss allowance on the balance sheet date. On each balance sheet date, changes in lifeti me expected losses are included in profit and loss of the current period as impairment loss or gain. Any favorable changes for such assets are an impairment gain even if the resulting expected cash flows of a financial asset exceed the estimated cash flows on initial recognition as determined on the balance sheet date. (4) Standards for judging whether credit risk has increased significantly If the probability of default (PD) of a financial asset in the expected duration recognized on the balance sheet date is sign ificantly higher than that in the expected duration recognized at the time of initial recognition, the credit risk of the financial asset has 136 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report increased significantly. Except for special circumstances, the Company determines whether credit risk has increased significa ntly since initial recognition by using PD changes in the coming 12 months as reasonable estimates for PD changes in lifetime. (5) Methods for assessing ECL of financial assets The Company assesses ECLs of financial assets on an individual basis or at a portfolio level. Financial ass ets with significantly different credit risks are assessed individually, such as receivables for which there are obvious signs that the debtor is ve ry unlikely to fulfill the repayment obligation. In addition to financial assets whose credit losses are measured on an individual level, the Company classifies financial assets into groups based on shared credit risk characteristics and measures the expected credit losses on a collective basis. (6) Accounting methods for impairment of financial assets The Company calculates the expected credit losses of various financial assets on the balance sheet date. The addition or reversal of loss allowance resulting therefrom is included in the profit and loss of the current period as impairment loss or gain. If the Company suffers actual credit losses and determines that the relevant financial asset cannot be recovered, while the asset is written off upon approval, the book value of the financial asset will be directly written down. If the written-down financial asset is recovered later, it is included in the profit and loss of the current period as reversal of impairment loss. 7. Financial guarantee contract A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. Financial guarantee contracts are initially recognized at fair value. Financial guarantee contracts that are not designated as financial liabilities to be measured at fair value through profit or loss are subsequently measured at the higher of (i) t he expected credit loss recognized on the balance sheet date and (ii) the amount initially recognized less cumulative amortization determined in accordance with the revenue recognition principles. 8. Offsetting financial assets and financial liabilities Financial assets and financial liabilities are presented separately in the balance sheet and are not offset against each other. However, a financial asset and a financial liability shall be offset and the net amount is present in the balance sheet if the following two conditions are both met: (1) The Company has a legally enforceable right to set off the recognized amount; and (2) The Company intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. 9. Equity instruments An equity instrument refers to a contract that can prove the Company owns the remaining equity in the assets after deducting all liabilities. The Company's issuance (including refinancing), repurchase, sales or cancellation of equity instruments are trea ted as changes in equities. The Company does not recognize changes in the fair value of equity instruments. Transaction costs related to equity transactions are deducted from equities. The Company’s various distributions to holders of equity instruments (excluding share dividends) are recognized as profit distribution to reduce owner's equity. The share dividends issued do not affect the total owner’s equity. 137 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 11. Accounts receivable The Company measures the loss allowance of receivables without a major financing component as defined in the Accounting Standards for Business Enterprises -- Revenue (including cases where the contract containing the financial component has a term less than one year according to the above Standard) at an amount equivalent to lifetime ECL. The Company classifies accounts receivables into different groups by common credit risk characteristics such as customer type: Item Basis for determining the portfolio Portfolio of clothing sales business Clothing sales business as the credit risk characteristic Portfolio of related parties Related parties within the consolidation scope For accounts receivables classified into portfolios, the Company prepares a comparison table between the aging of the account s receivables and the ECL rate and calculates ECL with a reference to historical credit loss experience and in combination w ith current situation and forecast of future economic conditions. For details, please refer to “Note V (10) Financial instruments -- Impairment of financial assets”. 12. Accounts receivable financing Accounts receivable financing reflects bills receivable and accounts receivable that are measured at fair value while changes in fair value are included in other comprehensive income. For their accounting methods, please refer to “Note V (10) Financia l instruments — Financial assets measured at fair value through other comprehensive income”. 13. Other receivables Recognition and accounting methods for ECLs of other receivables ECLs of other receivables are determined based on historical experience data and forward-looking information. The Company uses the 12-month ECL or lifetime ECL to measure impairment loss according to whether the credit risk of other receivables has significantly increased since initial recognition. Other receivables are classified into groups based on common risk characteristics: Item Basis for determining the portfolio Margins and deposits Deposits receivable Employee reserve fund Reserve funds receivable Related-party amount within the consolidated scope Amounts of related parties within the consolidation scope Others Other amounts receivable 14. Inventory 1. Classification of inventory 138 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Inventories of the Company refer to assets held for sale in the ordinary course of business, or in the process of production for such sale, or in the form of materials or supplies to be consumed in the production process or in the rendering of services, including raw materials, materials for consigned processing, stock commodities, etc. 2. Pricing methods for inventory acquisition and delivery Inventories are initially measured at cost. The cost of inventories comprises purchase costs, processing costs, and other costs. Borrowing costs that should be included in the cost of inventories are handled in accordance with the Accounting Standards for Business Enterprises No. 17 - Borrowing Costs. The cost of investing in inventories by investors shall be determined according to the value stipulated in the investment contract or agreement, unless the value thereof is not fair. Valuation method of delivered inventories: weighted average. 3. Inventory counting system Perpetual inventory system is adopted. 4. Methods for recognition of the net realizable value of inventories and inventory write-down Inventories at the end of the reporting period shall be measured at the lower of cost and net realizable value. If the net realizable value of inventories at the end of the reporting period is lower than the book cost, the difference is set aside as inventory write- down. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale, and related taxes and fees. (1) Basis for determining the net realizable value of inventories: For materials held for production, if the net realizable value of finished product using the material is higher than its cost, the material is still measured at cost. However, when a decline in the price of materials indicates that the cost of the finished product exceeds net realizable value, the material is written down to net realizable value. For inventories held to satisfy sales contracts or service contracts, their net realizable value is based on the contract price. If the sales contracts are less than the inventory quantities held, the net realizable value of the excess part is based on general selling prices. (2) Method of inventory write-down: Inventories are written down according to the lower of the cost and the net realizable value item by item. However, inventories with large quantities and low unit value are written down according to inventory category. 15. Contract assets 1. Recognition methods and standards of contract assets Contract assets refer to the Company’s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. For example, if the Company sells two clearly distinguishable commodities to the customer and has the right to consideration as one of them has been delivered, but the receipt of payment depends on the delivery of the other commodity, the right to consideration hereof is recognized as a contr act asset. 2. Recognition and accounting methods for ECLs of contract assets 139 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company always measures the loss allowance of contract assets based on lifetime ECL, regardless of whether they contain significant financing components or not. The increase or reversal of loss allowance therefrom is included in the profit and loss of the current period as impairment loss or gain. The Company calculates the ECL of a contract asset at the balance sheet date. If the ECL is higher than the carrying amount of the current provision for the impairment of the contract asset, the difference is recognized as impairment loss. Afterwards, the Company remeasures the ECL on each balance sheet date, and any reversal of loss allowance is recognized as impairment gain. 16. Assets held for sale 1. Basis for classifying an asset as held for sale The Company classifies a disposal group (or non-current asset) as held for sale if the following conditions are simultaneously met: (1) the asset or disposal group is available for immediate sale in its present condition according to customs of similar transactions; (2) the sale is high probable, i.e. the company has made the resolution for the sale and received a firm purchase commitment, and the sale is expected to be completed within one year. If relevant regulations require that the sale can be made only after approval of competent governing bodies of the company or competent regulatory authorities, the approval has been obtained. A firm purchase commitment refers to a legally binding purchase agreement signed between the Company and other entities, which contains important terms such as transaction price, time and sufficiently severe breach of contract penalties such that the possibility of major adjustment or revocation of the agreement is extremely unlikely. 2. Accounting methods of assets held for sale During initial measurement or remeasurement of the non-current assets or disposal groups classified into held-for-sale assets on the balance sheet date, the difference between the book value and fair value less costs to sell is confirmed as the impairment loss and recognized in profit or loss of the current period, while impairment provision is set aside for the asset held for sale. In the event of any gains for any increase in fair va lue less cost to sell of a non-current asset held for sale on subsequent balance sheet dates, the recognized impairment losses can be reversed but not in excess of the cumulative impairment losses that have been recognized since it was classified as held for sale, and the reversal amount is included in profit or loss. Impairment losses recognized before the asset was classified as held for sale cannot be reversed. The impairment loss recognized for a disposal group held for sale shall first reduce the book value of the goodwill in the disposal group, and then the book values of other non-current assets in the disposal group proportionate to their percentage in the book value of the disposal group. If the impairment loss recognized for a disposal group held f or sale is subsequently reversed, the book values of non-current assets other than goodwill in the disposal group are increased proportionate to their percentage in the disposal group. The Company does not depreciate (or amortize) a non-current asset while it is classified as held for sale or while it is part of a disposal group classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group s hall continue to be recognized. 140 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report When a non-current asset or a disposal group held for sale is derecognized, the un-recognized gains or losses are included in the profit and loss of the current period. The Company measures a non-current asset that ceases to be classified as held for sale or ceases to be included in a disposal group classified as held for sale at the lower of: (1) its book value before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation, amort ization or revaluation that would have been recognized had the asset (or disposal group) not been classified as held for sale, and (2) its recoverable amount. 17. Debt investments The Company determines the ECL of debt investments on each balance sheet date based on the type of counterparty and risk exposure while taking into consideration historical defaults and industry forward-looking information or external actual and expected economic information. For recognition and accounting methods of ECLs, please refer to “Note V (10) Financia l instruments”. 18. Long-term equity investments 1. Basis of determining joint control and significant influence over the investee Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the re levant activities require the unanimous consent of the parties sharing the control. When judging whether there is joint control, firstly, determine whether all participants or a group of participants collectively control the arrangement. If all participants or a group of participants must act in unison to decide relevant activities of an arrangement, it is considered that all participants or the group of participants collectively control the arrangement. Secondly, determine whether decisions of relevant activities of the arrangement must be unanimously agreed by all parties sharing the collective control of the arrangement. The joint control is formed when and only when decisions of relevant activities must be unanimously agreed by all parties sharing the collective control. If the combination of two or more participants is needed to collectively control an arrangement, it does not constitute joint control. Protective rights enjoyed are not considered when judging whether there is joint control. Significant influence is the power to participate in the financ ial and operating policy decisions of the investee but is not control or joint control of those policies. When assessing whether there is significant influence over the investee, existence and effec t of potential voting rights that are currently exercisable or convertible, including potential voting rights held by other entities, are considered, including warrants, share call options, debt or equity instruments that are convertible into ordinary shares or other similar instruments issue by the investee. An entity is regarded as having significant influence over the investee if the external investment meets the following conditions: (1) representation on the board of directors or equivalent governing body of the investee; (2) participation in the decision-making processes of the investee’s financial and operational policies; (3) materia l transactions between the entity and its investee; (4) designation of managerial personnel to the investee; (5) provision of e ssentia l 141 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report technical information to the investee. If an entity holds, directly or indirectly, more than 20% but less than 50% of the voting power of the investee, it is generally considered as having significant influence over the investee. 2. Determination of initial investment cost (1) Long-term equity investment formed by business combination A. For long-term equity investments formed from business combination of entities under common control, if the consideration takes the form of cash, transfer of non-cash assets, debt assumption or issuance of equity securities, the book value of the owner's equity of the combined party in the consolidated financial statements of the ultimate controlling party on the combination da te shall be regarded as the initial investment cost of the long-term equity investment. For acquiring control of the investee under common control by ways of additional investment, the book value of the investee’s net assets attributable to the investor in the consolidated financial statements of the ultimate controlling party on the combination date shall be regarded as the initia l investment cost of the long-term equity investment. Capital surplus or share surplus is written down based on the difference between the initial investment cost of the long-term equity investment and the carrying amount of the investment before combination plus the carrying amount of consideration paid to obtain the new shares on the combination date; if it is insufficient for offsetting, retained earnings are reduced. B. For long-term equity investments formed from business combinations of entities not under common control, the combination cost determined on the acquisition date in accordance with the Accounting Standards for Business Enterprises No. 20 - Business Combinations is used as the initial investment cost of the long-term equity investment. For acquiring control of the investee not under common control by ways of additional investment, the sum of the carrying amount of the equity investment original held and the cost of additional investment is used as the initial investment cost upon adoption of the cost method. (2) Except for long-term equity investments formed through business combinations, the initial investment cost of other long-term equity investments is determined as follows: A. For long-term equity investment obtained by paying cash, the consideration actually paid is the initial investment cost. The initial investment cost includes expenses, taxes, and other necessary expenditures directly related to the acquisition of the long- term equity investment. B. For long-term equity investments obtained by issuing equity securities, the fair value of the equity securities issued is the initia l investment cost. C. For long-term equity investments obtained through the exchange of non-monetary assets, the initial investment cost is determined pursuant to the Accounting Standards for Business Enterprises No. 7 - Exchange of non-monetary assets. D. For long-term equity investments obtained through debt restructuring, the initial investment cost is determined pursuant to the Accounting Standards for Business Enterprises No. 12 - Debt restructuring. 3. Subsequent measurement and recognition of profit and loss (1) Cost method: If the Company can make control of the investee through the long-term equity investments, the cost method is used. When the cost method is used, additional or recovered investment will adjust the cost of the long-term equity investment. For long-term equity investments accounted using the cost method, with the exception of the price actually paid at the acquisition 142 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report of investment or cash dividends or profits included in consideration, declared but not issued yet, the return on investment of the current period shall be recognized according to the cash dividends or profits declared to be issued by the investee, without distinguishing whether the net profit is realized before or after the investment. (2) Equity method: When the Company has an investment in an associate, a portion of which is held indirectly through a venture capital organization, or a mutual fund, unit trust and similar entities including investment-linked insurance funds, the Company elects to measure that portion of the investment in the associate at fair value through profit or loss using the equity method in accordance with provisions of Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, regardless of whether the venture capital organization, or the mutual fund, unit trust and similar entities including investment-linked insurance funds, has significant influence over that portion of the investment. When the equity method is used, after the Company obtains the long-term equity investments, return on investment and other comprehensive income shall be respectively determined based on the share of net profit or loss and other comprehensive income realized by the investee that shall be attributable to or assumed by the Company, and the book value of long-term equity investments shall be adjusted at the same time. Attributable share shall be calculated based on the profit or cash dividends declared by the investee and the book value of long-term equity investments shall be accordingly decreased. In respect to other changes of owner's equity of the investee in addition to net profit or loss, other comprehensive income and profit distribution, the book value of long-term equity investments shall be adjusted and recognized as owner’s equity. When the Company confirms the limit of net loss incurred by the investee, the limit is the extent that the book value of the long-term equity investments and other long-term equity that substantially constitutes a long-term equity in the investment target is written down to zero, unless the Company is obliged to bear additional losses. Where the investee records net profit in the future, the Company resumes and recognizes the profit-sharing amount after such amount makes up the unrecognized loss-sharing amount. When confirming the share of the investee's net profit and loss, the Company shall confirm the investee's net profit after adjustment based on the fair value of the identifiable net assets of the investee at the acquisition of the investment, and set off profit or loss of internal transactions with the associates and joint ventures and recognize investment gain or loss thereupon. If losses of internal transactions between the Company and the investee belong to asset impairment losses in accordance with the Accounting Standards for Business Enterprises No. 8 -- Impairment of assets, the full amount is recognized. If the investee uses accounting policies and periods that differ from those of the Company, financia l statements of the investee should be adjusted in accordance with those of the Company to reflect investment gain or loss. For long-term equity investments in associates and joint ventures held before the date of initial adoption, if there is a debit balanc e of equity investment, it shall be amortized over the original remaining period on a straight-line basis, and the amortization amount is included in profit or loss of the period. (3) For the disposal of long-term equity investments, the difference between the carrying amount and actual consideration is included in profit or loss of the period. For long-term equity investments accounted using the equity method, with regard to any changes in equity other than the net profit or loss of the investee, the portion originally included in owner’s equity is transferred to profit or loss of the period at the disposal of the investment, except for other comprehensive income arising from changes in net assets or liabilities of defined benefit plans remeasured by the investee. 143 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 19. Property, plant and equipment (1) Recognition conditions Property, plant and equipment are tangible assets with a useful life of more than one accounting year that are held for production or supply of goods or labor services, for rental to third parties, or for use in the organizations. (2) Depreciation method Annual depreciation Category Depreciation method Depreciation life Residual value rate rate Properties and Straight-line 20-40 5% 2.38%- 4.75% buildings depreciation Straight-line Machinery equipment 3-5 5% 19.00%- 31.67% depreciation Straight-line Motor vehicles 5 5% 19.00% depreciation Office equipment and Straight-line 3-5 0-5% 19.00%- 31.67% others depreciation The Company reassesses the useful life, estimated net residual value and depreciation method of property, plant and equipment at the end of each fiscal year. 20. Construction in process Construction in progress is measured at actual cost. Borrowing costs and foreign currency translation differences associated with loans for engineering construction projects are capitalized in accordance with relevant provisions of the Accounting Standards for Business Enterprises No. 17 - Borrowing Costs or included in profit or loss. Construction in progress is transferred to property, plant and equipment from the date when it reaches the intended use, regardless of whether the project has completed the fina l account. Meanwhile, adjustments will be made upon completion of the final account. 21. Borrowing costs 1. Principles for borrowing cost capitalization Borrowing costs include interest in connection with the borrowing of funds, amortizations of discounts or premiums, incidenta l expenses, exchange differences arising from foreign-currency borrowings, etc. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset should be capitalized and included in the cost of that asset. Other borrowing costs are recognized as an expense in the period in which it incurs them. Qualifying asset refers to property, plant and equipment, investment properties, inventories and other assets that necessarily take a substantial period of time to get ready for its intended use or sale. The Company begins capitalizing borrowing costs if all of the following conditions are met: 144 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) it incurs expenditures for the asset; expenditures on a qualifying asset include only those expenditures that have resulted in payments of cash, transfers of other assets or the assumption of interest-bearing liabilities; (2) it incurs borrowing costs; and (3) it undertakes activities that are necessary to prepare the asset for its intended use or sale. 2. Period for borrowing cost capitalization Borrowing costs incurred for the acquisition, construction or production of a qualifying asset, when meeting the above capitalization conditions, are included in the cost of the asset before the asset reaches its intended use or sale. If acquisition or production activities of the asset are interrupted abnormally and the interruption period thereof lasts for more than 3 months, the capitalization of borrowing costs should be suspended, while the borrowing costs are recognized as an expense in the period u ntil the acquisition or production activities of the asset resume. Moreover, capitalization is ceased when the qualifying asse t reaches its intended use or sale. Borrowing costs incurred after the asset reaches its intended use or sale are included in the financial expenses of the period when they incur. 3. Calculation methods for the amount of borrowing costs eligible for capitalization During the capitalization period, the amount of interests eligible for capitalization (including amortization of discount or premium) for each reporting period shall be determined in accordance with the following: (1) To the extent that the Company borrows funds specially for the purpose of acquiring or producing a qualifying asset, the amount of interests for capitalization is determined as the actual interest expense incurred on that borrowing during the per iod less any investment income obtained by depositing the unused borrowings in the bank or any investment income from temporary investments. (2) To the extent that the Company borrows funds generally and uses them for the purpose of acquiring or producing a qualifying asset, the Company determines the amount of interests eligible for capitalization by applying a capitalization rate of the general borrowings to the weighted average of the cumulative asset expenditure over the specific borrowing portion. 22. Right-of-use assets Except for short-term leases or low-value asset leases, the Company, as the lessee, may recognize the right to use the leased asset during the lease term as a right-of-use asset. 1. Basis for determining right-of-use assets At the commencement date, the Company measures the right-of-use asset at cost, which includes: (1) the amount of the initial measurement of the lease liability; (2) any lease payment made at or before the commencement date, less any lease incentives received; (3) any initial direct costs incurred; (4) any estimate of costs to be incurred in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. 145 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Depreciation and impairment of right-of-use assets (1) The Company applies a cost model for the subsequent measurement of the right-of-use asset. (2) The Company depreciates right-of-use assets through the straight-line method. If it can be reasonably ascertained that the ownership of the asset leased can be obtained by the expiration of the tenancy, the asset is depreciated over its useful life; if not, the asset is depreciated over the shorter of the tenancy and the useful life of the leased asset. If the right-of-use asset is impaired, the Company measures subsequent depreciation according to the book value less the impairment loss. (3) When the Company remeasures the lease liability according to the present value of the changed lease payments and adjusts the book value of the right-of-use asset accordingly, if the book value of the right-of-use asset has been reduced to zero but the lease liability still needs to be further reduced, the remaining amount is included in the profit and loss of the current period. (4) Impairment test method and impairment provision method for right-of-use assets are detailed in "Note V (24) Impairment of long-lived assets". 23. Intangible assets (1) Pricing method, service life, and impairment test An intangible asset is initially measured at cost. The cost of a separately acquired intangible asset comprises its purchase price, related taxes and fees, and any directly attributable cost of preparing the asset for its intended use. For intangible assets purchased by installment, if the payment is deferred beyond normal credit terms, the asset has a financing component in nature and its cost is the present value of the purchase price. The cost of purchasing intangible assets by investors shall be determined according to the value stipulated in the investment contract or agreement; if the value in the investment contract or agreement is not fair, t he fair value of the intangible asset is used. For intangible assets obtained through the exchange of non-monetary assets, the initia l investment cost is determined pursuant to Accounting Standards for Business Enterprises No. 7 - Exchange of non-monetary assets. For intangible assets obtained through debt restructuring, the initial investment cost is determ ined pursuant to Accounting Standards for Business Enterprises No. 12 - Debt restructuring. If an intangible asset is acquired in a business combination of entities under common control, the cost of that intangible asset is book value of the combined party; if an intangible asset is acquired in a business combination of entities not under common control, the cost of that intangible asset is its fair value at the acquisition date. The Company assesses the useful life of an intangible asset at acquisition. For intangible assets with a finite useful life, the amortization begins when the asset is available for use and ceases when it is derecognized by using the straight-line method, which is recognized in profit or loss. An intangible asset with an indefinite useful life is not amortized. Intangible assets of the Company include land use rights, trademarks and software. Among them, the land use rights are amortized equally over the period of us e, trademarks are amortized over 10 years, and software over 3 years. The Company reviews the useful life and amortization method of intangible assets with finite useful life at each financial ye ar-end. If the expected useful life and amortization method of an intangible asset is different from previous estimates, the amort ization 146 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report period and method should be changed accordingly. The Company reviews the useful life of intangible assets with indefinite use ful life at each accounting period. If evidence shows that the useful life of the asset is changed from indefinite to finite, its useful life is estimated and the accounting is handled as per the above provisions. Impairment test method and impairment provision method for intangible assets are detailed in "Note V (24) Impairment of long- lived assets". (2) Accounting policy for expenditure on internal research and development For internally generated intangible assets, expenditure on the research phase is recognized as profit and loss of the current period when incurred. Expenditure on the development phase can be recognized as an intangible asset if and only if all the following conditions are met: (1) technically feasible to complete the intangible asset so that it will be available for use or sale; (2) the intention to complete the intangible asset and use or sell it; (3) how the intangible asset will generate probable future economic benefits; among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; (4) the availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; (5) the ability to reliably measure the expenditure attributable to the intangible asset during the development. Expenditure previously recognized as an expense is not adjusted. 24. Impairment of long-lived assets The Company performs an impairment test for long-lived assets such as long-term equity investments, investment properties, property, plant and equipment, construction in progress, intangible assets, right-of-use assets if there is any sign of impairment on the balance sheet date. If the impairment test shows that the recoverable amount of an asset is lower than its book value, the difference is recognized as a provision for impairment and recognized as the impairment loss. The recoverable amount is determined based on the higher of (1) the asset’s fair value less costs of disposal and (2) the present value of the asset’s expected future cash flows. Provisions for asset impairment are calculated and recognized on an individual basis. If it is difficult to estimate the recoverable amount of individual assets, the Company will determine the recoverable amount on the basis of the asset group to which the asset belongs. Asset group refers to the smallest a group of assets that can independently generate cash flows. Goodwill is tested for impairment at least at each fiscal year-end. The Company performs impairment tests for goodwill. Goodwill acquired in a business combination shall, from the acquisition date, be reasonably allocated to the relevant asset group or, if improbable, a combination of asset groups. Carrying amount of goodwill is allocated to relevant asset group or asset groups based on the proportion of their respective fair values in the group or groups. Where the fair value cannot be reliably measured, t he allocation should be based on the proportion of their respective carrying amounts in the group or groups. When performing 147 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report impairment tests for relevant asset group or asset groups to which goodwill has been allocated, if there is an indication tha t the asset group or asset groups may be impaired, the asset group or asset groups not containing the goodwill sh ould be tested before the asset group or asset groups containing the goodwill. The recoverable amount is calculated and compared with the relevant carrying amount to recognize impairment loss. Then, the asset group or asset groups containing the goodwill a re tested for impairment. Their carrying amounts (including the carrying amount of the goodwill apportioned) and the recoverable amount are compared. If the recoverable amount is lower than the carrying amount, impairment loss for goodwill is recognized. The above impairment losses, once recognized, will not be reversed in subsequent accounting periods. 25. Long-term deferred expenses Long-term deferred expenses are expenditures that are paid in one accounting period but will be amortized over 1 year that cover the current period and future accounting periods. They include renovation expenditures for property, plant and equipment leased in through operating lease. Long-term deferred expenses shall be amortized equally over the expected benefit period. 26. Contract liabilities A contract liability is the Company’s obligation to transfer goods to a customer for which the Company has received or is due to receive consideration from the customer. If the customer has paid contract consideration or the Company has obtained the unconditional right of collection before the Company transfers goods to the customer, the amount received or the receivable is recognized as contract liability at the earlier of the time when the customer actual pays the amount and when the a mount becomes due. Contract assets and contract liabilities under the same contract are presented on a net basis; contract assets and contract liabilities under different contracts are not offset. 27. Employee benefits (1) Accounting treatment method for short-term benefits Employee benefits refer to various forms of remuneration or compensation given by the Company for obtaining services provided by employees or for terminating labor relations. Benefits offered to employees’ spouses, children, dependents or to survivors or other beneficiaries of deceased employees are also considered employee benefits. Employee benefits include short-term benefits, post-employment benefits, termination benefits and other long-term benefits. Short-term employee benefits are those expected to be settled wholly before twelve months after the end of the annual reporting period during which employee services are rendered, but do not include post-employment benefits and termination benefits. During the accounting period when employees provide services, the actually incurred short-term benefits are recognized as a liability and included in the cost and expense of relevant assets according to beneficiaries of the services rendered. 148 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (2) Accounting treatment method for post-employment benefits Post-employment benefits are various forms of remuneration and benefits provided by the Company after employee retirement or upon termination of labor relations with the Company, but do not include short-term benefits and termination benefits. Post- employment benefit plan is classified as either a defined contribution plan or a defined benefit plan. Under a defined contribution plan, the Company pays fixed contributions into a fund but has no legal or constructive obligation to make further payments. Other post-employment benefit plans than defined contribution plans are defined benefit plans. (1) Defined contribution plan Defined contribution plans include basic pension insurance and unemployment insurance. The Company shall, within the accounting period when employees provide service, contribute relevant amounts based on the contribution base and ration prescribed by the local government, which are recognized as a liability and included in profit or loss or relevant asset costs. Contributions to a defined contribution plan during the accounting period when employees provide service are recognized as a liability and included in profit or loss or relevant asset costs. (2) Defined benefit plan The obligation arising from the defined benefit plan is attributed to accounting periods when employees provide service through the benefit formula determined according to the projected unit credit method and included in profit or loss or relevant asset costs. Costs arising from the Company’s defined benefit plans contain the following components: A. Service costs, including current service costs, past service costs and gain or loss on settlement among them, current service cost refers to the increase in the present value of the defined benefit obligation result ing from employee service in the current period. Past service cost refers to the change in the present value of the defined benefit obligation for employee service in prior periods, resulting from a plan amendment. B. Net interest on the net defined benefit liability (asset), including interest income on plan assets, interest cost on the defined benefit obligation and interest on the effect of the asset ceiling. C. Remeasurements of the net defined benefit liability (asset). Unless other accounting standards require or permit employee benefit costs to be recognized as asset costs, the Company includes the above items A and B in profit or loss and item C in other comprehensive income. Amounts recognized in other comprehensive income will not be reclassified to profit or loss in a subsequent period; however, amounts recognized in other comprehensive income may be transferred within equity. (3) Accounting treatment method for termination benefits Termination benefits refer to compensation given to employees for terminating the labor relations with the employee before the expiration of the labor contract or for encouraging employees to accept an offer of benefits in exchange for the termination of employment. The Company recognizes a liability for termination benefits at the earlier of the following dates, which is included in profit or loss: (a) when the company can no longer unilaterally withdraw the offer of those benefits; and (b) when the Compan y recognizes costs for a restructuring that involves the payment of termination benefits. 149 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (4) Accounting treatment method for other long-term employee benefits Other long-term employee benefits refer to all other employee benefits than short-term benefits, post-employment benefits and termination benefits, including long-term paid absences, long-term disability benefits, and long-term profit sharing plans. For other long-term benefits offered by the Company to employees, if they meet the conditions of a defined contribution plan, they are accounted in accordance with relevant provisions of defined contribution plans; the remaining are accounted in accordance with defined benefit plans to recognize and measure their net liability or asset. At the end of the reporting period, obligations of other long-term benefit plans are attributed to accounting periods when employees provide service and included in profit or loss or relevant asset costs. 28. Lease liabilities Except for short-term leases or low-value asset leases, the Company recognizes the right to use the leased asset during the lease term as a right-of-use asset and recognizes the present value of unpaid lease payments as a lease liability. When calculating the present value of lease payments, the Company adopts the interest rate implicit in the lease as the disco unt rate; if the interest rate implicit in the lease cannot be determined, the Company’s incremental borrowing rate is used as the discount rate. For lease liabilities, the Company calculates its interest expenses in each period of the lease term at a fixed periodic interest rate which is included in the profit and loss of the current period. Variable lease payments that are not included in the measurement of lease liabilities are included in the current profit and loss when they are actually incurred. After the commencement date of the lease term, when there is a change in the actual fixed payment amount, a change in the estimated payable amount of the guaranteed residual value, a change in the index or ratio used to determine the lease payment amount, or a change in the evaluation results or actual exercise of the purchase option, renewal option or termination option, the Company remeasures the lease liability according to the present value of the changed lease payments and adjusts the book value of the right-of-use asset accordingly. 29. Provision A provision is a liability of uncertain timing or amount, and is recognized when all the following are met: (1) it is present obligation of the Company; (2) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (3) a reliable estimate can be made of the amount of the obligation. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by a third party, the reimbursement is treated as a separate asset when it is virtually certain that reimbursement will be received; the amount recognized for the reimbursement shall not exceed the amount of the provision. The amount recognized as a provision should be the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, while taking risks, uncertainties and time value relating to the matter into account. Where the effect of the time value of money is material, the best estimate is the determined by discounting the relevant future cash outflows. 150 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report The Company reviews provisions on each balance sheet date. If there is conclusive evidence that the book value of the provision can no longer truly reflect the current best estimate, the current best estimate is used to adjust the book value of the provision. 30. Share-based payment 1. Types of share-based payment The Company's share-based payment transactions include equity-settled share-based payment and cash-settled share-based payment. Equity-settled share-based payment transactions are measured at the fair value of the equity instruments granted to the employees. If the granted equity instruments vest immediately, the vested equity instruments are recognized into relevant costs or expenses based on fair value at the grant date and capital reserve is increased accordingly. If the granted equity instruments vest conditiona l upon the completion of a specified period of service or upon the achievement of a performance condition, based on the best available estimate of the number of equity instruments expected to vest, services rendered in the period are recognized into relevant costs or expenses based on fair value of the vested equities on the grant date, and capital reserve is increased a ccordingly. No subsequent adjustment will be made to recognized relevant costs or expenses and total equity after vesting date. For cash-settled share-based payment transactions, the Company measures the fair value of the liabilities to be assumed by the Company as determined based on the number of shares or other equity instruments. If the shares are vested immediately, the vested shares are recognized into relevant costs or expenses based on the fair value of the liabilities assumed by the Compan y, and liabilities are increased accordingly. If the cash-settled share-based payment transaction vests conditional upon the completion of a specified period of service or upon the achievement of a performance condition, services rendered in the period are recognized as the fair value of the liability assumed by the Company based on the best available estimates of the number of share options expected to vest at each balance sheet during the vesting period, and included in costs or expenses and corresponding liability. The Company remeasures the fair value of the liability at each balance sheet date prior to the settlement of the liability and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. 2. Accounting of modifications to share-based payment transactions, including cancellations and settlements The Company shall recognize, as s minimum, the services received measured at the grant date fair value of the equity instrume nts granted, unless those equity instruments do not vest because of failure to satisfy a vesting condition (other than a market condition). This applies irrespective of any modifications to the terms and conditions on which the equity instruments were granted, or a cancellation or settlement of that grant of equity instruments. If the Company cancels or settles a grant of equity instruments during the vesting period (other than a grant canceled by for feiture when the vesting conditions are not satisfied), it will handle as follows: (1) account for the cancellation or settlement as an acceleration of vesting and therefore recognize immediately the amount that otherwise would have been recognized over the remainder of the vesting period; 151 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (2) any payment made to the employee on the cancellation or settlement of the grant shall be accounted for as the repurchase of an equity interest, i.e. as a deduction from equity, except to the extent that the payment exceeds the fair value of the equity instruments granted, measured at the repurchase date. Any such excess shall be recognized as an expense. (3) if new equity instruments are granted to the employee and, on the date when those new equity instruments are granted, the Company identifies the new equity instruments granted as replacement equity instruments for the canceled equity instruments, accounts for the granting of replacement equity instruments in the same way as a modification to the original grant of equity instruments. 31. Other financial instruments such as preference shares and perpetual bonds Financial instruments issued by the Company are initially recognized and measured in accordance with relevant accounting standards for financial instruments and distinction between financial liabilities and equity instruments. Afterwards, the Com pany accounts for the interest expense or dividend distribution of the instrument based on its classification. For financial instrument s classified as equity instruments, interest expense or dividend distribution is recognized as profit distribution of the issue r, and their repurchase and redemption as changes in equity. For financial instruments classified as financial liability, interest expense or dividend distribution is allocated to borrowing costs in principle, and gains or losses from their repurchase or redem ption are included in profit or loss. Transaction costs arising from the issuance of the financial instruments, such as service charges and commissions, are measured at amortized cost and included in their initial recognition amount if the instrument is classified as a debt instrument, and are deducted from equity if the instrument is classified as an equity instrument. 32. Revenue Accounting policy for recognition and measurement of revenue 1. Accounting policy for recognition and measurement of revenue Revenue is increases in economic benefits during the accounting period in the form of inflows or enhancements of assets that result in an increase in equity, other than those relating to contributions from equity participants. The Company recognizes revenue when it satisfies a performance obligation, which is when the customer obtains control of the good. Obtaining control of the good means being able to direct the use of the good and obtain almost all economic benefits therefrom and to prevent others from directing the use of the good and obtaining almost all economic benefits therefrom. The transaction price is the amount of consideration in a contract to which the Company expects to be entitled in exchange fo r transferring promised goods, excluding amounts collected on behalf of third parties or amounts expected to be refunded to the customer. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration based on the expected value or the most likely amount of the variable consideration, to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty assoc iated with the variable consideration is subsequently resolved. If the contract contains a significant financing component, the Company 152 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report recognizes transaction price at an amount that reflects the price that a customer would have paid for the promised goods if the customer has paid cash for those goods when they transfer to the customer (i.e. cash selling price). The difference between the amount of promised consideration and the cash selling price is amortized using the effective interest method during the contractua l term. However, if the period between when the Company transfers of a promised good to a customer and when the customer pays for that good is one year or less, the Company does not consider the financing component. For contracts in which a customer promises consideration in a form other than cash, the Company measures the non-cash consideration at fair value at the contract commencement date. If the fair value of the non-cash consideration cannot be reasonably estimated, the Company measures the transaction price indirectly by reference to the stand-alone selling price of the goods promised to the customer. Amounts to be refunded to the customer are used to reduce the transaction price, unless the payment to the customer is in exchange for a distinct good that the customer transfers to the Company. If the amount of consideration payable to the customer exceeds fair value of the distinct good that the Company receives from the customer, then such an excess is accounted as reduction of the transaction price. If the Company cannot reasonably estimate the fair value of the good received from the customer, it accounts for all of the consideration payable to the customer as a reduction of the transaction price. If consideration payable to a customer is accounted for as a reduction of the transaction price, the Company recognizes the reduction of the revenue when the later of either of the two following events occurs: transfer of the related goods to the customer; and pay or promise to pay the consideration. If the contract contains one or more performance obligations, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis at contract inception in proportion to stand-alone selling prices of the distinct good underlying each performance obligation. Where the transaction price changes after contract inception, the Company allocates these subsequent changes to the performance obligations in the contract on the same basis as at contract inception. For changes in stand-alone selling prices after contract inception, the transaction price is not re-allocated. A performance obligation is one satisfied over time if one of the following criteria is met; otherwise, it is a performance obligation satisfied at a point in time: (1) the customer simultaneously receives and consumes the benefits as the Company performs; (2) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; (3) the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. For performance obligations satisfied over time, the Company recognizes revenue over the period based on performance progress , unless the performance progress cannot be reasonably determined. The Company measures the progress of service provision based on input methods. When the performance progress cannot be reasonably determined, if the costs incurred are expected to be compensated, the Company recognizes revenue based on the amount of costs incurred, until the progress of performance can be reasonably determined. For performance obligations satisfied at a point in time, the Company recognizes revenue when the customer obtains control of the promised good. The Company considers the following indicators when judging whether the customer has obtained control of the good: 153 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) the Company has a present right to payment for the good, i.e. the customer is presently to pay for the good; (2) the Company has transferred the legal title to the customer, i.e. the customer has legal title of the good; (3) the Company has transferred physical possession of the good, i.e. the customer physically possesses the good; (4) the Company has transferred significant risks and rewards of ownership of the good to the customer, i.e. the customer has the obtained significant risks and rewards of ownership of the good; (5) the customer has accepted the good. 2. Recognition methods for the Company’s main activities of revenue generation The Company's revenue primarily comes from clothing sales, which is divided into two models: direct operation (including join t operation and non-joint operation) model and franchise model. The recognition methods for revenue are as follows: For the joint operation model, the Company signs an agreement with the joint operation party (such as shopping malls, airports and golf clubs), and the joint operation party collects all the money from the customer when delivering the goods to the customer. Under this model, the Company recognizes revenue based on the total consideration received or receivable from the customer. Under the non-joint operation model, the Company recognizes sales revenue when the goods are delivered to the customer and payment is received. Under the franchise model, the Company recognizes sales revenue when the goods are delivered to the franchisee and receives t he confirmation receipt from the franchisee. In the event that the franchisee picks up goods by itself, the handover of t he goods by the Company to the carrier is regarded as having been confirmed by the franchisee. Different operation models are adopted for the same business, which may lead to the differences in the accounting policy for recognition of revenue. Not applicable 33. Contract costs Contract costs comprise incremental costs of obtaining a contract and costs to fulfill a contract. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that would not have incurred if the contract had not been obtained (for example, a sales commission). If the incremental cost incurred by the Company for obtaining a contract is expected to be recovered, the cost of obtaining the contract is recognized as an a sset. Other costs for obtaining a contract than incremental costs that are expected to be recovered are recognized as profit or loss when they incur. If the costs incurred in fulfilling a contract with a customer are not within the scope of standards for inventories, property, plant and equipment or intangible assets, the Company regards them as costs to fulfill a contract and recognizes them as an asset when all of the following criteria are met: (1) the costs relate directly to a contract or to an anticipated contract, including direct labor cost, direct material cost, manufacturing overhead (or similar expenses), costs specifically to be borne by the customer and other costs incurred solely as a result of the contract; 154 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (2) the costs generate or enhance resources of the Company that will be used in satisfying performance obligation in the future; (3) the costs are expected to be recovered. An asset recognized in accordance with incremental costs of obtaining a contract and costs incurred to fulfill a contract shall be amortized on a basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. If the carrying amount of assets recognized in accordance with contract costs is higher than the difference of the following tow, the excess portion will be reserved for impairment and recognized as impairment: (1) the remaining amount of consideration that the Company expects to receive in exchange for the goods to which the asset relates; (2) the costs that relate directly to providing the goods. The Company shall recognize in profit or loss a reversal of some or all of an impairment loss previously recognized in accordance the above (1) and (2) when the impairment conditions on longer exist or have improved. The increased c arrying amount of the asset shall not exceed the amount that would have been determined if no impairment loss had been recognized previously. 34. Government grants 1. Types of government grants Government grants refer to monetary and non-monetary assets received from the government free of charge, including grants related to assets and grants related to income. Grants related to assets are government grants obtained by the Company from the government for purchasing, constructing or otherwise acquiring long-lived assets. Grants related to income are government grants other than those related to assets. 2. Recognition principle and timing for government grants Principle for recognizing government grants: (1) the Company will comply with the conditions attaching to them; and (2) the grants will be received. Government grants are recognized when and only when the above two criteria are met. 3. Measurement of government grants (1) Monetary government grants are measured at the amount received or receivable; (2) Non-monetary government grants are measured at fair value; if the fair value cannot be obtained reliably, they are measured at a nominal amount (which is RMB1). 4. Accounting treatment methods of government grants (1) Government grants related to assets are presented by deducting the grant in arriving at the carrying amount of the asset or setting up the grant as deferred income. If the grant is presented as deferred income, it is recognized as income on a systemic and rational basis over the useful life of the asset. The government grants measured at the nominal amount are directly accounted as profit or loss. 155 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (2) Grants related to income are handled as follows: A. Government grants related to income as compensation for expenses or losses incurred in future periods are recognized as deferred income when they are obtained, and are included in profit or loss or reduce income during the periods when the related expenses or losses are recognized. B. Government grants related to income as compensation for expenses or losses incurred in a previous period are recognized as income of the period in which they are obtained or reduce relevant costs. (3) Government grants related to both assets and income are accounted for by distinguishing different parts; if it is difficult to distinguish, they shall be, as a whole, classified as income-related government grants. (4) Government grants related to the Company's daily activities are recognized as other profit and loss or write down relevant costs according to the essence of economic business. Those unrelated to the Company's daily activities are recognized as non-operating revenue and expenditure. If the treasury directly allocates interest subsidies to the Company, the interest subsidies will be used to set off relevant borrowing costs. (5) Repayment of recognized government grants is handled as follows: A. If the grant was recognized by reducing the carrying amount of relevant asset, the carrying amount of the asset is adjuste d; B. If the grant was recognized as deferred income, the carrying amount of deferred income is adjusted and the excess is recognized as profit and loss of the current period. C. For other situations, the repayment is directly included in profit or loss of the period. 35. Deferred tax assets/deferred tax liabilities The Company determines its tax base when obtaining an asset or liability. If there is a temporary difference between the carr ying amount of the asset or liability and its tax base, a deferred tax asset or liability is recogn ized in accordance with relevant provisions. 1. Recognition of deferred tax assets (1) The Company recognizes a deferred tax asset to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that: (a) is not a business combination; and (b) at the time of the transaction, affects neither a ccounting profit nor taxable profit (tax loss). (2) The Company shall recognize a deferred tax liability for deductible temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures to the extent that, and only to the extent that, it is probable that: (a) the temporary difference will reverse in the foreseeable future; and (b) taxable profit will be available against which the temporary difference can be utilized. (3) A deferred tax asset shall be recognized for the carry-over of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized. 2. Recognition of deferred tax liabilities 156 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) A deferred tax liability shall be recognized for all taxable temporary differences, except to the extent that the deferred tax liability arises from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: is not a business combination; and at the time of the transaction, affects neither accounting profit or taxable profit (tax loss). (2) A deferred tax liability is recognized for taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures. However, circumstances if both of the following conditions are satisfied are excluded: (a) the investor is able to control the timing of the reversal of the temporary difference; and (b) it is probable that the temporary difference will not reverse in the foreseeable future. (3) Offsetting When the Company has a legally enforceable right of set-off and an intention to settle net, it sets off a current tax asset against a current tax liability and presents it in a net amount. When the Company has a legally enforceable right of set off current assets against current liabilities, it presents them on a net amount if the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either: (i) the same taxable entity; or (ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or removed. 36. Leases (1) Accounting treatment methods for operating lease A contract is, or contains, a lease if the contract provides a customer with the right to control the use of an asset in exchange for consideration. 1. Identifying a lease At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses: (1) the contract involves the use of an identified asset. An asset is typically identified by being explicitly specified in a contract or by being implicitly specified at the time that the asset is made available for use by the customer. A capacity portion of an asset is an identified asset if it is physically distinct. A capacity or other portion of an asset that is not physical distinct is not an identified asset, unless it represents substantially all of the capacity of the asset and thereby provides the customer with the right to obtain substantially all of the economic benefits from use of the asset. If the supplier has the substantive right to substitute the asset throughout of use, the asset is not an identified asset; (2) the right to obtain substantially all of the economic benefits from use of the identified asset; (3) has the right to direct the use of an identified asset throughout the period of use. 2. Separating and combining components of a contract 157 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report If a contract contains multiple separate leases, the Company separates components of the contract and accounts for each separate lease individually. The right to use an underlying asset is a separate lease component if both: (1) the lessee can benefit from use of the underlying asset either on its own or together with other resources that are readily available to the lessee. (2) the underlying asset is neither highly dependent on, nor highly interrelated with, the other underlying assets in the contract. 3. The Company as the lessee (1) Right-of-use assets Recognition and accounting treatment methods for right-of-use assets are detailed in "Note V (22) Right-of-use assets". (2) Lease liabilities Recognition and accounting treatment methods of lease liabilities are detailed in "Note V (28) Lease liabilities". (3) Lease term Lease term refers to the non-cancellable period for which a lessee has the right to use an underlying asset. The lease term includes periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. The lease term includes periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The Company reassesses whether it is reasonably certain to exercise an extension option, or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances. (4) Lease modifications The Company accounts for a lease modification as a separate lease if both of the following criteria are met: A. the modification increases the scope of the lease by adding the right to use one or more underlying assets; and B. the consideration for the lease increase by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price. (5) Short-term leases and low-value asset leases Short-term lease is a lease that, at the commencement date, has a lease term of 12 mont hs or less. Low-value asset lease refers to leases whose underlying asset is of low value when new. If the Company subleases an asset, or expects to sublease an asset, t he head lease does not qualify as a lease of a low-value asset. The Company elects not to recognize short-term leases or low-value asset leases as the right-of-use assets and lease liabilities, but recognizes the lease payments associated with those leases as an expense on a straight-lien basis over the lease term, which is included in the profit or loss or relevant asset costs. 4. The Company as the lessor The Company classifies each of its leases as either an operating lease or a finance lease from the lease inception date. A le ase is classified as a finance lease if it transfers substantia lly all the risks and rewards incidental to ownership of an underlying asset. 158 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Title may or may not eventually be transferred. Other leases than the finance leases are classified as operating leases. If t he Company is the intermediate lessor, the sublease is classified as a right-of-use asset arising from the head lease. (1) Accounting treatment methods for operating lease Lease payments from operating leases are recognized as income on a straight-line basis over the lease term. The Company capitalizes initial direct costs incurred in obtaining an operating lease and recognizes those costs as an expense over the lease term on the same basis as the lease income. Variable lease payments related to operating leases that are not included in lease rec eipts are included in the current profit and loss when they are actually incurred. (2) Accounting treatment methods for finance lease The Company recognizes the finance lease receivable and derecognizes the finance lease asset on the commencement date of the lease term. The financial lease receivables are initially measured by the net investment in the lease. The net investment in the le ase is the sum of the unguaranteed residual value and the present value of the lease receipts not yet received at the beginning of the lease term, discounted at the interest rate implicit in the lease. Interest income is calculated and recognized according to the fixed periodic interest rate in each period of the lease term. For details on derecognition and impairment of finance lease receivables, please refer to “Note V (10) Financial instruments”. Variable lease payments that are not included in the measurement of the net investment in the lease are included in the curre nt profit and loss when they are actually incurred. At the commencement date, a manufacturer or dealer lessor shall recognize revenue at the lower of the fair value of the underlying asset and the present value of the lease payments accruing to the lessor, discounted using a market rate of interest; it shall also recognize the cost of sale as the carrying amount of the underlying asset less the present value of the unguaranteed residual value. Costs arising from obtaining a finance lease are recognized as profit or loss of the period at the lease commencement date. 5. Leaseback transactions The Company determines whether the transfer of an asset in the leaseback transaction is accounted for as a sale of that asset in accordance with “Note V (32) Revenue”. (1) The Company as the lessee If the transfer of an asset arising from the leaseback is accounted for as a sale of that asset, the Company measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained, and recognizes only the amount of any gain or less that relates to the rights transferred. If the fair value of the consideration for the sale of an asset does not equal the fair value of the asset, or if the payments for the lease are not at market rates, the Company accounts any below-market terms as a prepayment of lease payments and any above- market terms as additional financing provided by the lessor to the Company. Meanwhile, fair value is used to adjust any sales gain or loss. If the transfer of an asset in the leaseback transaction is not accounted for as a sale of the asset, the Company continues to recognize the transferred asset and recognizes a financial liability equal to the transfer proceeds. 159 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (2) The Company as the lessor If the transfer of an asset arising from the leaseback is accounted for as a sale of that asset, the Company accounts for the purchase of the asset in accordance with applicable standards. If the fair value of the consideration for the sale of an asset does not equal the fair value of the asset, or if the payments for the lease are not at market rates, the Company accounts any below-market terms as a prepayment of lease payments and any above- market terms as additional financing provided by the Company to the lessee. Meanwhile, market rates are used to adjust lease payments. If the transfer of an asset in the leaseback transaction is not accounted for as a sale of the asset, the Company recognizes a financial asset equal to the transfer proceeds. 37. Other important accounting policies and accounting estimates 1. Operation discontinuation A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale, and meets any of the following: (1) represents either a separate major line of business or a geographical area of operations; (2) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; (3) is a subsidiary acquired exclusively with a view to resale. For discontinued operations presented in the current period, the Company lists the profit/loss from continuing operations and that from discontinued operations separately in the income statement of the current period, and re-classifies the profit/loss from continuing operations as that from discontinued operations in the income statement of the comparable period. 38. Significant changes of accounting policies and accounting estimates (1) Significant changes of accounting policies Applicable □ Not applicable (1) Implementation of the Interpretation No. 15 to Accounting Standards for Business Enterprises In December 2021, the Ministry of Finance issued the Interpretation No. 15 to Accounting Standards for Business Enterprises (Cai Kuai [2021] No. 35) (hereinafter referred to as the “Interpretation No.”), which stipulated that contents regarding “accounting treatment for the external sales of products or by-products before they reach intended use or produced during the research and development process” and “judgment of loss contracts” shall be implemented from January 1, 2022. The Company started to implement the provisions regarding “accounting treatment for the external sales of products or by- products before they reach intended use or produced during the research and development process” and “judgment of loss contracts” from January 1, 2022. The above changes in accounting policies have no impact on the Company’s financial statements. (2) Implementation of the Interpretation No. 16 to Accounting Standards for Business Enterprises 160 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report In November 2022, the Ministry of Finance issued the Interpretation No. 16 to Accounting Standards for Business Enterprises (Cai Kuai [2022] No. 31) (hereinafter referred to as the “Interpretation No. 16”), which stipulated that contents regarding “accounting treatment for the dividends of financial instruments classified as equity instruments by the issuer” and “account ing treatment for the change of cash-settled share-based payment transaction to equity-settled shared-based payment transaction” shall come into force as of the date of issuance. The Company started to implement the provisions regarding “accounting treatment for the dividends of financial instruments classified as equity instruments by the issuer” and “accounting treatment for the change of cash-settled share-based payment transaction to equity-settled shared-based payment transaction” as of the date of issuance. The above changes in accounting policies have no impact on the Company’s financial statements. (2) Significant changes of accounting estimates □ Applicable Not applicable VI. Taxes 1. Main tax types and tax rates Tax Tax basis Tax rate Value added during the sale of goods or Value-added tax 13%, 6% provision of taxable services City construction and maintenance tax Turnover tax payable 7% Corporate income tax Income tax payable 25%, 20%, 15%, 8.25%, 16.5% Education surcharge Turnover tax payable 3% Local education surcharge Turnover tax payable 2% Description of the situation if different entities apply different income tax rates Name of entity Income tax rate BIEM.L.FDLKK Garment Co., Ltd. 15% Guangzhou BIEM.L.FDLKK Supply Chain Management Co., 20% Ltd. Guangzhou BIEM.L.FDLKK Business Consulting Co., Ltd., Xuzhou BIEM.L.FDLKK Supply Chain Management Co., 25% Ltd., Ningbo BIEM.L.FDLKK Supply Chain Management Co., Ltd., Ningbo BIEM.L.FDLKK Smart Technology Co., Ltd. According to relevant provisions of the Enterprise Income Tax Law of the People's Republic of China and its implementation regulations and the Individual Income Tax Law of the People's Guangzhou BIEM.L.FDLKK Ejam Equity Investment Republic of China, each partner of a partnership enterprise is Partnership (Limited Partnership), Guangzhou Houde Zaiwu the taxpayer. If the partner of a partnership enterprise is a Industrial Investment Fund Partnership (Limited Partnership) natural person, it shall pay individual income tax; if the partner is a legal persons or other organization, it shall pay enterprise income tax. According to relevant provisions of the Inland Revenue Ordinance, Hong Kong implements a Two-tiered Profits Tax Hong Kong Carritt Limited, Hong Kong Plentiful Shiny regime: for corporations, the first HK$2 million of profits will Limited be taxed at a rate of 8.25%, and the remaining profits will be taxed at 16.5%. 161 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 2. Tax incentive (1) BIEM.L.FDLKK Garment Co., Ltd. BIEM.L.FDLKK Garment Co., Ltd. was certified as a high-tech enterprise on December 20, 2021 and was awarded the Certificate of High-tech Enterprise (No. GR202144002604). In accordance with relevant provisions of the Enterprise Income Tax Law of the People’s Republic of China promulgated in 2007 and the Administrative Measures for the Certification of High-tech Enterprises, the corporate income tax of the company is calculated at a tax rate of 15% in 2022. (2) Guangzhou BIEM.L.FDLKK Supply Chain Management Co., Ltd. Guangzhou BIEM.L.FDLKK Supply Chain Management Co., Ltd. is a small and low-profit enterprise. According to provisions of Cai Shui [2019] No. 013, for small and low-profit enterprises, with regard to the portion of the annual taxable income less than RMB1 million, the taxable income is calculated at a reduced rate of 25% with a corporate income tax rate of 20%; for the port ion of more than RMB1 million and less than RMB3 million, the taxable income is calculated at a reduced rate of 50% with a corporate income rate of 20% from January 1, 2019 to December 31, 2021. The Ministry of Finance and the State Administration of Taxation jointly released the Announcement on the Implementation of Preferential Income Tax Policies for Small and Low- profit Enterprises and Individual Industrial and Commercial Households (MOF and SAT Doc [2021] No. 012), for the portion of the annual taxable income of small and low-profit enterprises less than RMB1 million, the corporate income tax is further halved on the basis of the preferential tax policies as stipulated in Article 2 of the Notice of the Ministry of Finance and the State Administration of Taxation on Implementing Inclusive Tax Reduction and Exemption Policies for Small and Micro Enterprises (Cai Shui [2019] No. 013) from January 1, 2021 to December 31, 2022. Pursuant to relevant provisions of the Announcement of the State Administration of Taxation on the Further Implementation of Preferential Income Tax Policies for Small and Low-profit Enterprises (MOF and SAT Doc [2022] No. 013), for the portion of annual taxable income of small and low-profit enterprises more than RMB1 million and less than RMB3 million, the taxable income is calculated at a reduced rate of 25% with a corporate income rate of 20% from January 1, 2022 to December 31, 2024. VII. Notes to Consolidated Financial Statements 1. Monetary funds Unit: RMB Item Closing balance Opening balance Cash on hand 41,726.00 142,548.00 Bank deposits 1,115,272,239.90 1,069,235,185.83 Other monetary funds 29,379,983.67 13,334,484.75 Total 1,144,693,949.57 1,082,712,218.58 Total amount of funds with use restrictions due to mortgage, pledge or 28,568,760.06 13,334,484.75 freezing Other descriptions: 162 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report — Other monetary funds at the end of the reporting period include the balance of the securities account, and the security deposits for issuing bank acceptance bills and project performance guarantees. — All bank deposits are in bank accounts opened in banks and other relevant financial institutions in the name of the Company o r subsidiaries included in the consolidated scope of financial statements. — As of December 31, 2022, except for other monetary funds whose use is restricted with a total amount of RMB28,568,760.06, the Company had no funds whose use is restricted due to mortgage, pledge or freezing or which are deposited overseas or have the potential risk of recovery. 2. Financial assets held for trading Unit: RMB Item Closing balance Opening balance Financial assets measured at fair value 1,378,756,798.87 634,763,818.96 through profit or loss Including: Wealth management products 1,377,804,000.91 633,424,832.00 Others 952,797.96 1,338,986.96 Including: Total 1,378,756,798.87 634,763,818.96 Other descriptions: — The closing balance of the financial assets held for trading increased by RMB743,992,979.91 or 117.21% compared with the opening balance in 2022, mainly owing to the increase in the undue wealth management products at the end of the reporting period. 3. Accounts receivable (1) Accounts receivable disclosure by category Unit: RMB Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book Book Percenta Provisio value Percenta Provisio value Amount Amount Amount Amount ge n ratio ge n ratio Accounts receivable for which 618,282. 618,282. 618,282. 618,282. bad debt 0.23% 100.00% 0.21% 100.00% 56 56 56 56 provision is set aside individually Including: Accounts receivable for which 266,504, 13,959,7 252,544, 295,013, 15,296,6 279,717, 99.77% 5.24% 99.79% 5.19% bad debt 592.75 05.79 886.96 683.59 26.45 057.14 provision is set aside in 163 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report portfolios Including: Clothing 266,504, 13,959,7 252,544, 295,013, 15,296,6 279,717, sales 99.77% 5.24% 99.79% 5.19% 592.75 05.79 886.96 683.59 26.45 057.14 business 267,122, 14,577,9 252,544, 295,631, 15,914,9 279,717, Total 100.00% 5.46% 100.00% 5.38% 875.31 88.35 886.96 966.15 09.01 057.14 Bad debt provision individually: Unit: RMB Closing balance Name Book balance Bad debt provision Ratio of provision Reason for provision Jiangmen Yihua It is expected that the Department Store Co., 618,282.56 618,282.56 100.00% amount cannot be Ltd. recovered. Total 618,282.56 618,282.56 Bad debt provision by portfolio: Unit: RMB Closing balance Name Book balance Bad debt provision Ratio of provision Within 1 year 265,915,533.62 13,370,646.66 5.03% 1-2 years 69,370.41 69,370.41 100.00% 2-3 years 178,697.20 178,697.20 100.00% Over 3 years 340,991.52 340,991.52 100.00% Total 266,504,592.75 13,959,705.79 Reason for determining the portfolio: If the bad debt provision of accounts receivable is set aside according to the general model of expected credit loss, please refer to the disclosure method of bad debt provision for other receivables: □ Applicable Not applicable Disclosure by aging Unit: RMB Aging Book balance Within 1 year (inclusive) 265,915,533.62 1 to 2 years 69,370.41 2 to 3 years 796,979.76 Over 3 years 340,991.52 3 to 4 years 0.00 4 to 5 years 0.00 Over 5 years 340,991.52 Total 267,122,875.31 (2) Bad debt provision set aside, recovered or transferred back in the reporting period Bad debt provision of the reporting period: Unit: RMB 164 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Amount of change in the reporting period Opening Category Recovery or Closing balance balance Provision Write-off Others reversal Bad debt provision for 15,914,909.01 1,336,920.66 14,577,988.35 accounts receivable Total 15,914,909.01 1,336,920.66 14,577,988.35 (3) Accounts receivable actually written off in the reporting period There were no accounts receivables actually written off as of December 31, 2022. (4) Top five debtors in closing balance of accounts receivable Unit: RMB Balance of accounts Percentage in total balance of Balance of bad debt provision Name of institution receivable at the end of the accounts receivable at the end at the end of the period period of the period Institution 1 13,310,289.52 4.98% 665,808.17 Institution 2 6,486,000.20 2.43% 324,303.25 Institution 3 6,484,230.10 2.43% 330,568.41 Institution 4 6,098,782.00 2.28% 304,939.10 Institution 5 6,020,461.66 2.25% 301,023.08 Total 38,399,763.48 14.37% (5) Amounts of assets or liabilities that are formed by the transfer of accounts receivable and the Company's continuing involvement There were no assets or liabilities formed by the transfer of accounts receivable and the Company's continuing involvement as of December 31, 2022. (6) Accounts receivable derecognized due to transfer of financial assets There were no accounts receivables derecognized due to the transfer of financial assets as of December 31, 2022. 4. Prepayments (1) Prepayments by aging Unit: RMB Closing balance Opening balance Aging Amount Percentage Amount Percentage Within 1 year 27,905,016.96 98.70% 66,490,875.59 99.20% 1 to 2 years 124,827.46 0.44% 426,940.68 0.64% 2 to 3 years 226,557.87 0.80% 110,538.82 0.16% Over 3 years 16,500.00 0.06% Total 28,272,902.29 67,028,355.09 165 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Explanation on the reason of untimely settlement of prepayments with significant amount whose age exceeds one year: — The closing balance of prepayments decreased by RMB38,755,452.80 or 57.82% compared with the opening balance in 2022, mainly owing to the decrease in the prepayments for production goods payments. (2) Top five payees in closing balance of prepayments Unit: RMB Name of institution Closing balance Percentage in total closing balance of prepayments (%) Institution 1 4,279,580.01 15.14 Institution 2 4,117,957.46 14.57 Institution 3 2,967,096.92 10.49 Institution 4 1,675,674.98 5.93 Institution 5 1,586,153.33 5.61 Total 14,626,462.70 51.74 5. Other receivables Unit: RMB Item Closing balance Opening balance Other receivables 72,134,856.39 89,889,485.22 Total 72,134,856.39 89,889,485.22 (1) Other receivables 1) Classification of other receivables by nature Unit: RMB Book balance at the beginning of the Nature of the receivable Book balance at the end of the period period Margins and deposits 70,209,600.11 88,691,812.02 Employee reserve fund 2,459,964.38 3,069,483.92 Other amounts 3,261,863.29 2,857,765.83 Total 75,931,427.78 94,619,061.77 2) Bad debt provision Unit: RMB Phase I Phase II Phase III Bad debt provision Lifetime ECL (without Lifetime ECL (with Total 12-month ECL credit impairment) credit impairment) Balance as at January 4,729,576.55 4,729,576.55 1, 2022 Balance as at January 1, 2022 incurred in the period Transferred-back in the 933,005.16 933,005.16 166 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report reporting period Balance as at 3,796,571.39 3,796,571.39 December 31, 2022 Description of significant changes to the book balance of provision in the current period □ Applicable Not applicable Disclosure by aging Unit: RMB Aging Book balance Within 1 year (inclusive) 75,931,427.78 Total 75,931,427.78 3) Bad debt provision set aside, recovered or transferred back in the reporting period Bad debt provision of the reporting period: Unit: RMB Amount of change in the reporting period Opening Category Recovery or Closing balance balance Provision Write-off Others reversal Bad debt provision by 4,729,576.55 933,005.16 3,796,571.39 portfolio Total 4,729,576.55 933,005.16 3,796,571.39 4) Top five debtors in closing balance of other receivables Unit: RMB Percentage in total Balance of bad Name of Nature of the balance of other debt provision at Closing balance Aging institution amount receivables at the the end of the end of the period period Margins and Institution 1 7,051,755.00 Within 1 year 9.29% 352,587.75 deposits Margins and Institution 2 6,763,619.00 Within 1 year 8.91% 338,180.95 deposits Margins and Institution 3 6,553,074.00 Within 1 year 8.63% 327,653.70 deposits Margins and Institution 4 3,150,000.00 Within 1 year 4.15% 157,500.00 deposits Margins and Institution 5 3,133,020.00 Within 1 year 4.13% 156,651.00 deposits Total 26,651,468.00 35.11% 1,332,573.40 5) Receivables involving government grants There were no receivables involving government grants as of December 31, 2022. 167 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 6) Other receivables derecognized due to the transfer of financial assets There were no other receivables derecognized due to the transfer of financial assets as of December 31, 2022. 7) Amount of assets or liabilities that are formed by the transfer of other receivables and the Company's continuing involvement There were no assets or liabilities formed by the transfer of other receivables and the Company's continuing involvement as of December 31, 2022. 6. Inventory Whether the Company needs to comply with requirements for disclosure in the real estate industry No (1) Classification of inventories Unit: RMB Closing balance Opening balance Provision for Provision for impairment of impairment of Item inventories or inventories or Book balance provision for Book value Book balance provision for Book value contract contract performance performance costs costs Raw materials 17,007,872.37 17,007,872.37 18,331,168.60 18,331,168.60 Commodity 851,125,039.52 146,639,053.96 704,485,985.56 735,027,540.76 106,428,861.75 628,598,679.01 stocks Materials for consigned 24,111,316.32 24,111,316.32 13,284,371.80 13,284,371.80 processing Total 892,244,228.21 146,639,053.96 745,605,174.25 766,643,081.16 106,428,861.75 660,214,219.41 (2) Provision for impairment of inventories and contract performance costs Unit: RMB Increase in the current period Decrease in the current period Opening Item Reversal or Closing balance balance Provision Others Others written off Commodity 106,428,861.75 99,445,469.97 54,287,595.11 4,947,682.65 146,639,053.96 stocks Total 106,428,861.75 99,445,469.97 54,287,595.11 4,947,682.65 146,639,053.96 7. Assets held for sale Unit: RMB 168 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Book balance at Book value at Impairment Estimated Estimated Item the end of the the end of the Fair value provision disposal fee disposal time period period Bank deposits 189,613.49 189,613.49 189,613.49 June 30, 2023 Investment in other equity 137,670,000.00 137,670,000.00 137,670,000.00 June 30, 2023 instruments Total 137,859,613.49 137,859,613.49 137,859,613.49 Other descriptions: In November 2022, the Company signed the Partnership Share Transfer Agreement with 19 transferees including Beijing Qianchenhui Trading Co., Ltd., Liang Xiaofen, and Yue Minglei (hereinafter referred to as "Transferees"), according to which the Company will transfer the 99.01% equities it holds in Guangzhou BIEM.L.FDLKK Ejam Equity Investment Partnership (Limited Partnership) to the Transferees at a price of RMB137.67 million. The Transferees shall pay the transfer price to an account designated by the Company in three installments before June 30, 2023. After the completion of the transfer, the Company will no longer hold any shares in the partnership. 8. Other current assets Unit: RMB Item Closing balance Opening balance Return cost receivable 93,748,131.49 99,103,788.91 Structured deposit 200,421,095.89 704,879,722.24 Large-denomination Certificate of 20,117,555.56 Deposit Input tax credits and input tax creditable 70,093,337.22 6,539,646.70 within subsequent periods Prepaid corporate income tax 24,138.37 Total 364,286,702.97 830,640,713.41 Other descriptions: — The closing balance of other current assets decreased by RMB466,354,010.44 or 56.14% compared with the opening balance in 2022, mainly owing to the decrease in the undue structured deposits at the end of the reporting period. — Return cost receivable is the adjustment to the clothing selling costs of franchise stores made by the Company based on the return and exchange policies and estimated return and exchange rate. 9. Investment in other equity instruments Unit: RMB Item Closing balance Opening balance Shenzhen Youanmi Technology Co., Ltd. 10,499,383.76 8,999,300.47 Fast Fashion (Guangzhou) Co., Ltd. 89,100,000.00 Total 10,499,383.76 98,099,300.47 Disclosure of investments in equity instruments not held for trading in the reporting period item by item Unit: RMB 169 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Amount of Reason for Reason for retained designation as transferring Recognized earnings measured at fair from other Cumulative Cumulative Project dividend transferred value through comprehensive gain loss income from other other income to comprehensive comprehensive retained income income earnings Shenzhen Long-term Youanmi holding for 499,383.76 Not applicable Technology strategic Co., Ltd. purposes Other descriptions: — The closing balance of investments in other equity instruments decreased by RMB87,599,916.71 or 89.30% compared with the opening balance in 2022, mainly owing to the reclassification of the investment in Fast Fashion (Guangzhou) Co., Ltd. from investment in other equity instruments to assets held for sale. 10. Property, plant and equipment Unit: RMB Item Closing balance Opening balance Property, plant and equipment 461,506,954.62 244,337,754.20 Total 461,506,954.62 244,337,754.20 (1) Information on property, plant and equipment Unit: RMB Properties and Machinery Item Motor vehicles Office equipment Total buildings equipment I. Original Book Value 1. Opening 247,768,643.17 5,359,322.50 5,357,788.54 40,892,792.81 299,378,547.02 balance 2. Increase in 232,666,030.17 573,605.33 9,041,759.66 242,281,395.16 the current period (1) 573,605.33 9,041,759.66 9,615,364.99 Procurement (2) Transfer from 232,666,030.17 232,666,030.17 construction in progress (3) Increase in business combination 3. Decrease in 568.00 1,497,206.19 1,497,774.19 the current period (1) 568.00 1,497,206.19 1,497,774.19 Disposal or scrap 170 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4. Closing 480,434,673.34 5,359,322.50 5,930,825.87 48,437,346.28 540,162,167.99 balance II. Accumulated depreciation 1. Opening 23,427,449.90 1,401,164.82 3,594,925.08 26,617,253.02 55,040,792.82 balance 2. Increase in 14,495,936.04 1,003,084.67 401,491.44 8,957,565.34 24,858,077.49 the current period (1) 14,495,936.04 1,003,084.67 401,491.44 8,957,565.34 24,858,077.49 Provision 3. Decrease in 539.60 1,243,117.34 1,243,656.94 the current period (1) 539.60 1,243,117.34 1,243,656.94 Disposal or scrap 4. Closing 37,923,385.94 2,404,249.49 3,995,876.92 34,331,701.02 78,655,213.37 balance III. Impairment Provision 1. Opening balance 2. Increase in the current period (1) Provision 3. Decrease in the current period (1) Disposal or scrap 4. Closing balance IV. Book Value 1. Book value at the end of the 442,511,287.40 2,955,073.01 1,934,948.95 14,105,645.26 461,506,954.62 period 2. Book value at the beginning of 224,341,193.27 3,958,157.68 1,762,863.46 14,275,539.79 244,337,754.20 the period (2) Property, plant and equipment that the certificate of title has not been issued Unit: RMB Reasons for the certificate of title having Item Book value not been issued Materials for handling the title are under Intelligent storage center 228,097,921.03 preparations. 171 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 11. Construction in process Unit: RMB Item Closing balance Opening balance Construction in process 70,114,185.76 148,165,548.36 Total 70,114,185.76 148,165,548.36 (1) Information on construction in progress Unit: RMB Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Intelligent 130,966,928.76 130,966,928.76 storage center Supply chain 70,114,185.76 70,114,185.76 17,198,619.60 17,198,619.60 park Total 70,114,185.76 70,114,185.76 148,165,548.36 148,165,548.36 (2) Changes of significant construction in progress in the current period Unit: RMB Amou nt of Propor Includi propert tion of Accum ng: Interes y, the ulative Amou t Increas plant Decrea Openi Closin cumul Constr amoun nt of capital Budget e in and se in ng g ative uction t of interes ization Source Project numbe the equip the balanc balanc constr progre interes t rate in of fund r current ment current e e uction ss t capital the period transfe period input capital ization current rred in in ization in the period the budget period current period Intellig 224,12 130,96 97,130 228,09 Procee ent 101.77 100.00 0,000. 6,928. ,992.2 7,921. ds storage % % 00 76 7 03 raised center Supply 149,60 17,198 52,915 70,114 Procee 46.87 46.87 chain 7,224. ,619.6 ,566.1 ,185.7 ds % % park 00 0 6 6 raised Procee 4,568, 4,568, Others ds 109.14 109.14 raised 373,72 148,16 154,61 232,66 70,114 Total 7,224. 5,548. 4,667. 6,030. ,185.7 00 36 57 17 6 172 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (3) Provision for the impairment of construction in progress in the current period The Company did not have any circumstance under which it needs to make impairment provision for construction in progress as of December 31, 2022. 12. Right-of-use assets Unit: RMB Item Properties and buildings Total I. Original Book Value 1. Opening balance 594,126,412.80 594,126,412.80 2. Increase in the current period 185,049,737.10 185,049,737.10 (1) New lease 111,612,163.19 111,612,163.19 (2) Modification 73,437,573.91 73,437,573.91 3. Decrease in the current period 174,891,701.13 174,891,701.13 (1) Modification 120,551,156.45 120,551,156.45 (2) Termination 54,340,544.68 54,340,544.68 4. Closing balance 604,284,448.77 604,284,448.77 II. Accumulated depreciation 1. Opening balance 186,677,758.06 186,677,758.06 2. Increase in the current period 221,259,434.18 221,259,434.18 (1) Provision 221,259,434.18 221,259,434.18 3. Decrease in the current period 136,220,832.31 136,220,832.31 (1) Disposal 30,762,994.81 30,762,994.81 (2) Modification 105,457,837.50 105,457,837.50 4. Closing balance 271,716,359.93 271,716,359.93 III. Impairment Provision 1. Opening balance 2. Increase in the current period (1) Provision 3. Decrease in the current period (1) Disposal 4. Closing balance IV. Book Value 1. Book value at the end of the 332,568,088.84 332,568,088.84 period 2. Book value at the beginning of 407,448,654.74 407,448,654.74 the period Other descriptions: 173 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 13. Intangible assets (1) Information on intangible assets Unit: RMB Non-patented Item Land use right Patent right Software Trademark Total technology I. Original Book Value 1. Opening 120,559,562.12 33,194,690.88 436,252.84 154,190,505.84 balance 2. Increase in the current 361,381.32 25,553,748.11 25,915,129.43 period (1) 361,381.32 25,553,748.11 25,915,129.43 Purchase (2) Internal R&D (3) Increase in business combination 3. Decrease in the current period (1) Disposal 4. Closing 120,920,943.44 58,748,438.99 436,252.84 180,105,635.27 balance II. Accumulated Amortization 1. Opening 17,234,171.14 17,151,493.23 256,112.18 34,641,776.55 balance 2. Increase in the current 2,700,033.62 13,718,754.97 32,345.28 16,451,133.87 period (1) 2,700,033.62 13,718,754.97 32,345.28 16,451,133.87 Provision 3. Decrease in the current period (1) Disposal 4. Closing 19,934,204.76 30,870,248.20 288,457.46 51,092,910.42 balance III. Impairment 174 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Provision 1. Opening balance 2. Increase in the current period (1) Provision 3. Decrease in the current period (1) Disposal 4. Closing balance IV. Book Value 1. Book value at the end 100,986,738.68 27,878,190.79 147,795.38 129,012,724.85 of the period 2. Book value at the 103,325,390.98 16,043,197.65 180,140.66 119,548,729.29 beginning of the period Percentage of the intangible assets generated through internal R&D of the Company in the balance of intangible assets at the end of the reporting period 14. Long-term deferred expenses Unit: RMB Amortized amount Increase in the Item Opening balance of the current Other decreases Closing balance current period period Store decoration 96,169,898.18 72,932,809.26 63,241,285.65 105,861,421.79 fee Warehouse 161,267.39 194,924.79 171,360.35 184,831.83 decoration fee Advertising fee 6,958,837.82 5,671,118.53 1,287,719.29 Software rental fee 1,859,057.85 4,704,277.27 2,408,234.72 4,155,100.40 Others 94,059.31 94,059.31 0.00 Total 105,243,120.55 77,832,011.32 71,586,058.56 111,489,073.31 15. Deferred tax assets/deferred tax liabilities (1) Deferred tax assets that are not offset Unit: RMB Closing balance Opening balance Item Deductible temporary Deductible temporary Deferred tax assets Deferred tax assets differences differences 175 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Provision for asset 164,926,600.08 24,739,040.01 127,073,347.31 19,068,898.59 impairment Deductible loss 3,819,736.80 954,934.20 Gross profits temporarily unrecognized due to 225,955,017.74 33,893,252.66 215,096,618.75 32,264,492.81 expected goods exchange Unrealized profit in 336,279,740.32 50,441,961.05 261,303,351.88 39,195,502.78 internal transaction Tax-accounting difference for right-of- 6,212,641.81 931,896.27 10,806,767.10 1,681,921.28 use assets Changes in fair value of investments in other 990,792.60 148,618.89 equity instruments Total 733,373,999.95 110,006,149.99 619,090,614.44 93,314,368.55 (2) Deferred tax liabilities that are not offset Unit: RMB Closing balance Opening balance Item Taxable temporary Taxable temporary Deferred tax liabilities Deferred tax liabilities differences differences Depreciation of property, plant and 16,374,555.16 2,456,183.27 15,603,604.41 2,340,540.66 equipment Valuation of financial instruments and derivatives measured at 4,950,075.80 742,511.37 3,424,832.00 513,724.80 fair value through profit or loss Changes in fair value of investments in other 47,597,748.16 7,164,631.41 equity instruments Total 68,922,379.12 10,363,326.05 19,028,436.41 2,854,265.46 (3) Presentation of deferred tax assets or liabilities by the net amount after offset Unit: RMB Offset amount of the Balance of the deferred Offset amount of the Balance of the deferred deferred tax assets and tax assets or liabilities deferred tax assets and tax assets or liabilities Item liabilities at the after offset at the liabilities at the end of after offset at the end beginning of the beginning of the the reporting period of the reporting period reporting period reporting period Deferred tax assets 110,006,149.99 93,314,368.55 Deferred tax liabilities 10,363,326.05 2,854,265.46 (4) Breakdown of unconfirmed deferred tax assets Unit: RMB 176 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Item Closing balance Opening balance Deductible loss 16,462,420.50 Provision for asset impairment 87,013.62 Tax-accounting difference for right-of- 29,911.12 use assets Total 16,579,345.24 (5) Deductible losses of the unconfirmed deferred income tax assets due in the next year Unit: RMB Year Closing balance Opening balance Remarks 2024 3,356,199.81 2027 13,106,220.69 Total 16,462,420.50 16. Other non-current assets Unit: RMB Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Prepayment for construction 1,130,640.00 1,130,640.00 work Prepayment for acquisition of 209,392,920.00 209,392,920.00 702,868.45 702,868.45 long-lived assets Large- denomination 20,141,555.56 20,141,555.56 Certificate of Deposit Total 229,534,475.56 229,534,475.56 1,833,508.45 1,833,508.45 Other descriptions: — The closing balance of other non-current assets increased by RMB227,700,967.11 or 12,418.87% compared with the opening balance in 2022, mainly owing to the fact that payment has been made for the land plot in Hualong Town, Panyu District, Guangzhou City but title has not been obtained. 17. Notes payable Unit: RMB Category Closing balance Opening balance Bank acceptance bills 46,482,171.48 38,098,527.79 Total 46,482,171.48 38,098,527.79 The total amount of the notes payable due but unpaid at the end of the reporting period was RMB0.00. 177 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 18. Accounts payable (1) List of accounts payable Unit: RMB Item Closing balance Opening balance Accounts payable 184,779,174.92 126,522,502.78 Total 184,779,174.92 126,522,502.78 (2) Significant accounts payable with aging over one year Unit: RMB Reason for unsettlement or not carry- Item Closing balance over Other descriptions: The Company had no significant accounts payable with aging over one year in the reporting period. 19. Contract liabilities Unit: RMB Item Closing balance Opening balance Product sales 168,876,645.17 140,669,127.30 Total 168,876,645.17 140,669,127.30 20. Employee benefits payable (1) List of employee benefits payable Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance I. Short-term benefits 64,027,461.27 417,211,870.95 415,464,494.03 65,774,838.19 II. Post-employment benefits - defined 25,031,227.29 25,031,227.29 contribution plans III. Termination 959,102.50 959,102.50 benefits Total 64,027,461.27 443,202,200.74 441,454,823.82 65,774,838.19 (2) List of short-term benefits Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance 1. Salary, bonus and 64,027,461.27 381,566,329.23 379,818,952.31 65,774,838.19 subsidy 2. Employee welfare 8,987,037.71 8,987,037.71 3. Social insurance 15,837,512.96 15,837,512.96 178 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report premiums Including: Medical 14,924,096.07 14,924,096.07 insurance Employment 531,779.75 531,779.75 injury insurance Maternity 381,637.14 381,637.14 insurance 4. Housing provident fund 9,126,546.92 9,126,546.92 5. Labor union fee and 1,694,444.13 1,694,444.13 staff education fee Total 64,027,461.27 417,211,870.95 415,464,494.03 65,774,838.19 (3) List of defined contribution plans Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance 1. Basic endowment 24,280,166.75 24,280,166.75 insurance 2. Unemployment 751,060.54 751,060.54 insurance Total 25,031,227.29 25,031,227.29 21. Taxes payable Unit: RMB Item Closing balance Opening balance Value-added tax 76,811,192.18 36,201,763.85 Corporate income tax 90,371,162.30 91,276,509.31 City construction and maintenance tax 949,795.14 1,329,110.07 Education surcharge 678,510.59 949,697.81 Others 1,917,866.33 1,212,181.56 Total 170,728,526.54 130,969,262.60 Other descriptions: — The closing balance of taxes payable increased by RMB39,759,263.94 or 30.36% compared with the opening balance in 2022, mainly owing to the increase in the balance of VAT payable by the Company. 22. Other payables Unit: RMB Item Closing balance Opening balance Other payables 90,368,389.42 55,878,486.28 Total 90,368,389.42 55,878,486.28 179 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) Other payables 1) List of other payables by amount nature Unit: RMB Item Closing balance Opening balance Margins and deposits 45,635,965.30 34,064,534.19 Fees payable 30,783,066.13 21,016,130.22 Others 13,949,357.99 797,821.87 Total 90,368,389.42 55,878,486.28 2) Significant other payables with aging over one year Unit: RMB Reason for unsettlement or not carry- Item Closing balance over Other descriptions: – The Company had no significant other payables with aging over one year in the reporting period. 23. Liabilities held for sale Unit: RMB Item Closing balance Opening balance Other payables 1,408,760.31 Total 1,408,760.31 Other descriptions: — For details on liabilities held for sale, please refer to “Note VII (7) Assets held for sale”. 24. Non-current liabilities due within one year Unit: RMB Item Closing balance Opening balance Lease liabilities due within one year 201,658,095.27 197,019,114.42 Total 201,658,095.27 197,019,114.42 25. Other current liabilities Unit: RMB Item Closing balance Opening balance Refunds payable 319,703,149.23 314,200,407.66 Output tax pending carryforward 15,963,511.36 14,430,445.68 Total 335,666,660.59 328,630,853.34 Other descriptions: 180 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report — Refunds payable is the adjustment to the clothing selling income of franchise stores made by the Company based on the return and exchange policies and estimated return and exchange rate. 26. Bonds payable (1) Bonds payable Unit: RMB Item Closing balance Opening balance Convertible bonds 284,554,163.11 Total 284,554,163.11 (2) Changes in bonds payable (excluding other financial instruments such as preference shares and perpetual bonds that are classified as financial liabilities) Unit: RMB Amortizat Interest Repaym Conversio Clos Name Term Issuance ion of Par Date of Amount Opening accrued ent in n to shares ing of of in the premiums value issuance issued balance at par the in the bala bond bond period and value period period nce discounts 689,0 - June 15, 6 689,000, 284,554, 231,560. 307,084. 297,560,8 BYZZ 00,00 13,082,16 2020 years 000.00 163.11 02 36 00.00 0.00 1.23 - 689,000, 284,554, 231,560. 307,084. 297,560,8 Total —— 13,082,16 000.00 163.11 02 36 00.00 1.23 (3) Conversion conditions and time of the Company’s convertible bonds The China Securities Regulatory Commission issued the Reply on Approving the Public Listing of Convertible Bonds by BIEM.L.FDLKK Garment Co., Ltd. (CSRC Approval [2020] No. 638) in June 2020, according to which the Company issued 6.89 million convertible bonds to the general public (“BYZZ”). The par value of each bond is RMB100.00 and total offered amount is RMB689 million, with a term of six years. In accordance with relevant provisions of the Prospectus for the Public Offering of Convertible Bonds by BIEM.L.FDLKK Garment Co., Ltd., the convertible bonds may be converted into shares of the Company from the first trading day after six months upon the end date of bond issuance (June 19, 2020) to the maturity date of the bond, namely from December 21, 2020 to June 14 , 2026. The initial conversion price was RMB14.90/share. The Company implemented its 2020 profit distribution plan on July 7, 2021. Pursuant to relevant terms regarding share convers ion price of the convertible bonds, the conversion price of “BYZZ” was adjusted from RMB14.90/share to RMB14.60/share. The Company convened the 9th meeting of the Fourth Board of Directors on January 24, 2022, which deliberated and approved the Proposal on Early Call of “BYZZ”. The Company decided to exercise the conditional call option and redeem all “BYZZ” bonds that are registered in the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and not converted into shares after the closing of the market as of the redemption registration date at a price of bond par value plus accrued 181 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report interest of the current period. As at the market closing on February 22, 2022, still 3,058 “BYZZ” convertible bonds were not converted to shares, so the Company redeemed 3,058 bonds. At a call price of RMB100.42 per bond (face value plus accrued interest in the period; the interest rate of the period was 0.6% and the accrued interest included tax; the call price after tax deduction was subject to the price approved by China Securities Depository and Clearing Corporation Limited), the Company paid totally RMB307,084.36 for the redemption. The total face value of the redeemed “BYZZ” convertible bonds is RMB305,800.00, accounting for 0.04% of the total bonds issued. Upon completion, all the convertible bonds have been redeemed and the “BYZZ” convertible bonds were delisted as they were no longer qualified for listing. 27. Lease liabilities Unit: RMB Item Closing balance Opening balance Lease liabilities 141,295,857.16 217,323,756.45 Total 141,295,857.16 217,323,756.45 Other descriptions: — The closing balance of lease liabilities decreased by RMB76,027,899.29 or 34.98% compared with the opening balance in 2022, mainly owing to the payment of rent in accordance with agreement. 28. Deferred income Unit: RMB Increase in the Decrease in the Item Opening balance Closing balance Reason period period Government grants 30,000,000.00 30,000,000.00 Related to asset Total 30,000,000.00 30,000,000.00 -- Items involving government grants: Unit: RMB Amount Amount included in included in Amount of non- Related to Liability Opening Increase in other offsetting Other Closing operating asset/incom item balance the period income in costs in the changes balance revenue in e the current period the current period period Support funds for the constructio 30,000,000. 30,000,000. Related to n of 00 00 asset intelligent storage center 182 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 29. Share capital Unit: RMB Increase and decrease of this change (+ and -) Opening Shares Closing balance New shares transferred balance Bonus shares Others Subtotal issued from surplus reserve Total number 550,326,712. 20,380,372.0 20,380,372.0 570,707,084. of shares 00 0 0 00 Other descriptions: — The increase under “others”: As stated in Note VII (26) of this financial report, the Company issued convertible bonds. As of December 31, 2022, a total of 46,637,374.00 shares had been converted from “BYZZ” convertible bonds, of which 20,380,372.00 shares were converted in 2022. 30. Other equity instruments (1) Basic information on other financial instruments in issue at the end of the reporting period, such as preference shares and perpetual bonds For details, please refer to “Note VII (26) Bonds payable”. (2) Changes in other financial instruments in issue at the end of the reporting period, such as preference shares and perpetual bonds Unit: RMB Financial Beginning of the period Increase in the period Decrease in the period End of the period instruments in issue Number Book value Number Book value Number Book value Number Book value 2,978,666.0 27,524,454. 2,978,666.0 27,524,454. BYZZ 0 16 0 16 2,978,666.0 27,524,454. 2,978,666.0 27,524,454. Total 0 16 0 16 Description of increase/decrease of other equity instruments in the reporting period, reasons of change, and accounting basis: — Other equity instruments decreased by RMB27,524,454.16 in the reporting period, owing to the conversion and redemption of convertible bonds. 31. Capital reserve Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance Capital premium (share 600,470,446.15 293,074,311.19 893,544,757.34 premium) Total 600,470,446.15 293,074,311.19 893,544,757.34 Other descriptions, including increase/decrease in the reporting period and reasons of change: 183 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report — Capital reserve increased by RMB293,074,311.19 in the reporting period, owing to the conversion of convertible bonds into shares. 32. Other comprehensive income Unit: RMB Amount incurred in the current period Less: Less: Amount Amount previously previously included in included in Amount Amount Opening Amount in other other attributable Closing Item Less: attributable balance the period comprehen comprehen to the balance Income tax to minority before sive sive Parent expense shareholders income tax income and income and Company after tax transferred transferred after tax to profit or to retained loss in the earnings in period the period I. Other comprehensi ve income that cannot - 50,070,083. 7,313,250.3 42,275,990. 41,433,81 480,842.99 be 842,173.72 29 0 00 6.28 reclassified into profit or loss Changes in fair value of - 50,070,083. 7,313,250.3 42,275,990. 41,433,81 investments 480,842.99 842,173.72 29 0 00 6.28 in other equity instruments Total of other - 50,070,083. 7,313,250.3 42,275,990. 41,433,81 comprehensi 480,842.99 842,173.72 29 0 00 6.28 ve income 33. Surplus reserve Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance Statutory surplus 258,110,335.93 27,243,206.07 285,353,542.00 reserve Total 258,110,335.93 27,243,206.07 285,353,542.00 Explanation of surplus reserve, including increase/decrease in the reporting period and reasons of change: The Articles of Association of the Company stipulates that when distributing the after-tax profits of the year, 10% of the net profit shall be appropriated and included in the Company’s statutory surplus reserve. The appropriation may stop if the accumulated 184 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report amount of statutory surplus reserve reaches 50% of the Company’s registered capital. As of the reporting period, the accumulated amount of the statutory surplus reserve accounted for 50% of the Company’s registered capital. 34. Retained earnings Unit: RMB Item Current period Prior period Retained earnings at the end of the last 1,809,851,821.97 1,413,582,872.58 period before adjustment Retained earnings at the beginning of the 1,809,851,821.97 1,413,582,872.58 period after adjustment Plus: Net profit attributable to owners of 727,597,822.61 624,541,483.00 the parent company in the current period Less: Appropriated statutory surplus 27,243,206.07 63,282,325.31 reserve Dividends on ordinary shares 171,212,125.20 164,990,208.30 payable Retained earnings at the end of the 2,338,994,313.31 1,809,851,821.97 period Details on adjustments of retained earnings at the beginning of the period: (1) Due to retrospective adjustments according to the Accounting Standards for Business Enterprises and its related new provisions, retained earnings at the beginning of the period were impacted by RMBXX. (2) Due to the changes in accounting policies, retained earnings at the beginning of the period were impacted by RMBXX. (3) Due to the correction of material accounting errors, retained earnings at the beginning of the period were impacted by RMBXX. (4) Due to the changes in the consolidated scope arising from business combinations under same control, retained earnings at the beginning of the period were impacted by RMBXX. (5) Other adjustments affected retained earnings at the beginning of the period by RMBXX. 35. Revenue and cost of revenue Unit: RMB Amount incurred in the current period Amount incurred in the prior period Item Revenue Cost Revenue Cost Principal business 2,884,781,739.39 652,016,624.24 2,719,943,987.32 634,160,601.71 Other businesses 60,021.43 45,269.82 Total 2,884,841,760.82 652,016,624.24 2,719,989,257.14 634,160,601.71 Whether lower of the audited net profits before and after deducting the non-recurring profit and loss is negative □ Yes No 36. Taxes and surcharges Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period City construction and maintenance tax 12,740,072.20 12,273,316.92 185 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Education surcharge 5,592,988.09 5,319,074.54 Local education surcharge 3,728,658.77 3,546,047.89 Other taxes and fees 3,333,020.57 2,824,038.23 Total 25,394,739.63 23,962,477.58 Other descriptions: 37. Selling expenses Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Store operating expenses 287,914,059.48 359,724,699.13 Employee benefits 296,637,808.88 292,614,931.34 Depreciation of right-of-use assets 208,991,072.66 175,539,936.53 Decoration and renovation expenses 107,756,159.43 84,303,737.40 Advertising fee 73,427,178.68 78,889,887.30 Office and business travel expenses 20,388,057.96 20,281,804.02 Transportation expenses 12,078,098.60 10,068,692.80 E-commerce service fee 13,620,502.48 8,659,135.65 Others 15,559,618.80 10,969,661.97 Total 1,036,372,556.97 1,041,052,486.14 Other descriptions: 38. Administrative expenses Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Employee benefits 91,012,576.06 74,442,596.47 Depreciation and amortization 31,472,795.36 26,494,225.47 Agency fee 20,301,049.83 13,936,114.88 Depreciation of right-of-use assets 12,268,361.52 12,445,016.24 Office and business travel expenses 11,824,852.70 11,700,066.13 Office premise usage fee 11,385,132.57 9,838,670.93 Others 17,367,290.08 7,410,884.14 Total 195,632,058.12 156,267,574.26 Other descriptions: 39. R&D expenses Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Employee benefits 57,266,965.80 54,175,698.63 New product R&D 34,430,518.96 22,525,478.10 Depreciation and amortization 5,577,286.66 3,769,157.59 Office and business travel expenses 2,805,176.26 2,616,395.96 Others 103,000.01 301,398.39 Total 100,182,947.69 83,388,128.67 Other descriptions: 186 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 40. Finance expenses Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Interest expense of convertible bonds 1,705,282.26 18,670,744.11 Interest expense of lease liabilities 18,558,374.38 21,058,743.02 Less: Interest income 28,967,907.61 18,147,338.76 Exchange profit and loss 694,332.80 Others 227,363.54 223,387.32 Total -7,782,554.63 21,805,535.69 Other descriptions: — Interest income in 2022 increased by RMB10,820,568.85 or 59.63% compared with 2021, owing to the increase of interests accrued by the purchased large-denomination Certificate of Deposit. 41. Other income Unit: RMB Sources of other income Amount incurred in the current period Amount incurred in the prior period Government grants 23,247,374.45 14,577,835.79 Others 6,084.74 203,782.61 Total 23,253,459.19 14,781,618.40 42. Return on investment Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Gain from debt restructuring 104,009.33 Income from wealth management 39,121,856.42 38,711,860.90 products Others 269,092.96 Total 39,390,949.38 38,815,870.23 Other descriptions: 43. Income from changes in fair value Unit: RMB Source of income from changes in fair Amount incurred in the current period Amount incurred in the prior period value Financial assets held for trading - wealth 4,950,075.80 3,424,832.00 management products Total 4,950,075.80 3,424,832.00 Other descriptions: 44. Credit impairment loss Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Bad debt loss 2,269,925.82 314,860.76 187 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Total 2,269,925.82 314,860.76 Other descriptions: 45. Asset impairment loss Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period II. Impairment loss of inventories and -99,445,469.97 -78,683,952.73 contract performance costs Total -99,445,469.97 -78,683,952.73 Other descriptions: 46. Gains on disposal of assets Unit: RMB Source Amount incurred in the current period Amount incurred in the prior period Gains or losses from the disposal of non- 1,862,946.66 -253,775.79 current asset Total 1,862,946.66 -253,775.79 47. Non-operating revenue Unit: RMB Amount incurred in the Amount incurred in the prior Amount recognized as profit Item current period period or loss of the current period Others 3,017,693.32 531,942.90 3,017,693.32 Total 3,017,693.32 531,942.90 3,017,693.32 48. Non-operating expenses Unit: RMB Amount incurred in the Amount incurred in the prior Amount recognized as profit Item current period period or loss of the current period External donations 2,200,000.00 5,175,531.18 2,200,000.00 Loss from retirement of non- 105,044.25 157,289.86 105,044.25 current assets Loss of deposit for early 101,400.00 termination of lease Others 376,385.70 179,121.61 376,385.70 Total 2,681,429.95 5,613,342.65 2,681,429.95 Other descriptions: 49. Income tax expenses (1) List of income tax expenses Unit: RMB 188 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Item Amount incurred in the current period Amount incurred in the prior period Current income tax expense 144,540,302.26 134,891,825.25 Deferred income tax expense -16,495,971.15 -26,762,252.49 Total 128,044,331.11 108,129,572.76 (2) Adjustment process of accounting profits and income tax expenses Unit: RMB Item Amount incurred in the current period Total profit 855,643,539.05 Income tax expenses calculated at the statutory/applicable tax 128,346,530.86 rate Impacts of different tax rates applied to subsidiaries 6,919,446.33 Impacts of adjustments to income taxes during the prior period 3,052,398.87 Impacts of non-deductible costs, expenses and losses 1,555,048.57 Impacts of deductible temporary differences or deductible 2,970,934.74 losses of deferred tax assets not confirmed in the current period Impact of above-rate deduction of R&D expenses -14,800,028.26 Income tax expenses 128,044,331.11 Other descriptions: 50. Other comprehensive income For details, please refer to “Note VII (32)”. 51. Items of the cash flow statement (1) Cash received related to other operating activities Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Government grants 23,247,374.45 14,577,835.79 Interest income 23,103,647.72 6,788,310.98 Operation-related security deposits 26,919,411.40 18,438,232.59 Others 3,023,778.06 735,725.51 Total 76,294,211.63 40,540,104.87 Description of cash received related to other operating activities: (2) Cash paid related to other operating activities Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Margins and deposits 25,865,768.38 16,301,529.53 Period expense for cash payments 290,967,567.26 356,681,090.61 Deposits for bank acceptance bills 2,934,275.31 3,835,587.75 External donations 2,200,000.00 5,175,531.18 Total 321,967,610.95 381,993,739.07 189 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Description of cash paid related to other operating activities: (3) Cash received related to other investing activities Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Structured deposits and wealth 5,150,000,000.00 3,130,000,000.00 management products Security deposits 29,000,000.00 Down payment for equity transfer 13,767,000.00 Total 5,192,767,000.00 3,130,000,000.00 Description of cash received related to other investing activities: (4) Cash paid related to other investing activities Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Structured deposits, time deposits and 5,410,000,000.00 3,110,000,000.00 wealth management products Security deposits 7,017,365.00 29,000,000.00 Total 5,417,017,365.00 3,139,000,000.00 Description of cash paid related to other investing activities: (5) Cash paid related to other financing activities Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Rental fees 46,659,023.21 58,595,168.29 Others 329,216.34 Total 46,988,239.55 58,595,168.29 Description of cash paid related to other financing activities: 52. Supplementary information to cash flow statement (1) Supplementary information to cash flow statement Unit: RMB Supplementary information Amount of the current period Amount of the prior period 1. Reconciliation of net profit to cash flows from operating activities Net profit 727,599,207.94 624,540,933.45 Plus: Provisions for asset impairment 97,175,544.15 78,369,091.97 Depreciation of property, plant and equipment, oil and gas assets and 24,858,077.49 23,446,859.64 productive biological assets Depreciation of right-of-use 221,259,434.18 187,984,952.77 assets Intangible asset amortization 16,451,133.87 10,178,688.43 190 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Amortization of long-term 71,586,058.56 71,980,366.17 deferred expenses Losses from disposal of property, plant and equipment, intangible assets -1,862,946.66 253,775.79 and other long-lived assets ("-" indicates income) Losses from property, plant and equipment write-off ("-" indicates 105,044.25 157,289.86 income) Losses from changes in fair value -4,950,075.80 -3,424,832.00 ("-" indicates income) Finance expenses ("-" indicates 20,263,656.64 39,729,487.13 income) Investment losses ("-" indicates -39,390,949.38 -38,815,870.23 income) Decrease in deferred tax assets -16,840,400.33 -27,363,238.95 ("-" indicates increase) Increase in deferred tax liabilities 344,429.18 600,986.46 ("-" indicates decrease) Decrease in inventories ("-" -184,836,424.81 -131,218,395.92 indicates increase) Decrease in operating receivables 3,898,472.45 -17,729,808.30 ("-" indicates increase) Increase in operating payables ("- 6,575,772.09 78,833,351.80 " indicates decrease) Others Net cash flows from operating 942,236,033.82 897,523,638.07 activities 2. Significant investment and financing activities not involving cash Conversion of debt to capital Convertible corporate bonds due within one year Property, plant and equipment acquired under finance lease Right-of-use assets added in the period 185,049,737.10 123,036,592.73 3. Net changes in cash and cash equivalents: Closing balance of cash 1,099,091,515.33 1,058,018,706.05 Less: Opening balance of cash 1,058,018,706.05 569,284,546.79 Plus: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash 41,072,809.28 488,734,159.26 equivalents 191 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (2) Composition of cash and cash equivalents Unit: RMB Item Closing balance Opening balance I. Cash 1,099,091,515.33 1,058,018,706.05 Including: Cash on hand 41,726.00 142,548.00 Bank deposits always available 1,098,238,565.72 1,057,876,158.05 for payment Other monetary funds always 811,223.61 available for payment III. Closing balance of cash and cash 1,099,091,515.33 1,058,018,706.05 equivalents Other descriptions: —The balance of cash and cash equivalents at the end of the period has deducted interests receivable from bank deposits at RMB17,223,287.67, security deposits for project performance guarantees at RMB12,300,000.00, and security deposits for bank acceptance bills at RMB16,268,760.06. 53. Assets with restricted right to use or ownership Unit: RMB Item Book value at the end of the period Reason for restriction Security deposits for bank acceptance Monetary funds 28,568,760.06 bills and project performance guarantees Total 28,568,760.06 Other descriptions: 54. Foreign currency monetary items (1) Foreign currency monetary items Unit: RMB Balance of foreign currency at Balance of converted RMB at Item Conversion rate the end of the period the end of the period Monetary funds Including: USD EUR HKD Accounts payable Including: USD 273,821.99 6.9646 1,907,060.61 Accounts receivable Including: USD EUR HKD Other receivables Including: EUR 950,000.00 7.4229 7,051,755.00 192 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Long-term loans Including: USD EUR HKD Other descriptions: (2) For overseas business entities, especially important ones, disclose their main overseas business address, standard currency for accounting and selection basis. If there are changes in the standard currency for accounting, reasons shall be also provided □ Applicable Not applicable 55. Government grants (1) Basic information on government grants Unit: RMB Amount recognized as profit Category Amount Accounting subject or loss for the current period Financial support fund 17,480,949.00 Other income 17,480,949.00 Special fund for the development of medium, 2,425,000.00 Other income 2,425,000.00 small and micro enterprises Subsidies for the industrial Internet project and the informatization and 2,000,000.00 Other income 2,000,000.00 industrialization integration project Support fund appropriated by the financial department to 820,181.00 Other income 820,181.00 the Zero Balance Account One-off subsidy for job 381,750.00 Other income 381,750.00 retention and increase Subsidy for job stabilization 139,494.45 Other income 139,494.45 Total 23,247,374.45 23,247,374.45 (2) Return of government grants □ Applicable Not applicable Other descriptions: VIII. Changes in the Consolidated Scope 1. Disposal of subsidiaries Whether there is situation that one disposal of investment in a subsidiary leads to a loss of control □ Yes No Whether there is situation that the disposal of investment in a subsidiary is achieved in stages through multiple transactions while the control is lost in the reporting period 193 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report □ Yes No 2. Changes in the scope of consolidation due to other reasons Description of changes in the scope of consolidation due to other reasons (establishment or liquidation of subsidiaries, etc.) and related situations: Newly established holding subsidiary/second-tier subsidiary Date of Period of Nature of Name of company Reason of change establishment consolidation company Guangzhou Houde Zaiwu Industrial Investment Fund Newly established December 07, 2022 2022 Holding subsidiary Partnership (Limited in the period Partnership) Newly established Holding second-tier Hong Kong Carritt Limited December 30, 2022 2022 in the period subsidiary Hong Kong Plentiful Shiny Newly established Holding second-tier December 30, 2022 2022 Limited in the period subsidiary IX. Equities in Other Entities 1. Equities in subsidiaries (1) Composition of the enterprise group Name of Main business Registered Principal Shareholding percentage Obtaining subsidiary address address business Direct Indirect method Guangzhou BIEM.L.FDLK Rental and Investment and K Supply Chain Guangzhou Guangzhou business 100.00% establishment Management services Co., Ltd. Guangzhou BIEM.L.FDLK Rental and Investment and K Business Guangzhou Guangzhou business 100.00% establishment Consulting Co., services Ltd. Ningbo Supply chain BIEM.L.FDLK management Investment and K Supply Chain Ningbo Ningbo 100.00% and business establishment Management services Co., Ltd. Xuzhou Supply chain BIEM.L.FDLK management Investment and K Supply Chain Xuzhou Xuzhou 100.00% and business establishment Management services Co., Ltd. Ningbo Supply chain BIEM.L.FDLK management Investment and K Smart Ningbo Ningbo 100.00% and business establishment Technology services Co., Ltd. Guangzhou Guangzhou Guangzhou Finance 99.01% Investment and 194 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report BIEM.L.FDLK industry establishment K Ejam Equity Investment Partnership (Limited Partnership) Guangzhou Houde Zaiwu Industrial Investment Finance Investment and Guangzhou Guangzhou 99.85% Fund industry establishment Partnership (Limited Partnership) Hong Kong Finance Investment and Hong Kong Hong Kong 99.85% Carritt Limited industry establishment Hong Kong Finance Investment and Plentiful Shiny Hong Kong Hong Kong 99.85% industry establishment Limited Description of the difference between the percentage of shares held in a subsidiary and the percentage of voting rights: Basis for holding 50% or less than of the voting rights but controlling the investee, or holding 50% or more of the voting rights but not controlling the investee: (2) Important non-wholly-owned subsidiaries Unit: RMB Profit and loss Shareholding Dividends declared to Closing balance of attributable to minority Name of subsidiary percentage of minority minority shareholders equity of minority shareholders in the shareholders in the period shareholders period Guangzhou BIEM.L.FDLKK Ejam Equity Investment 0.99% 1,385.33 1,449,963.45 Partnership (Limited Partnership) (3) Main financial information of important non-wholly-owned subsidiaries Unit: RMB Closing balance Opening balance Non- Name of Non- Non- Non- Current Total Curre Current curren Total subsidiary Current Total current curren Total current liabilitie liabilit nt liabilitie t liabilit assets assets liabilitie t assets assets s ies assets s liabilit ies s assets ies Guangzhou BIEM.L.FD LKK Ejam 137,67 147,85 1,408, 98,09 98,92 1,181, Equity 10,189, 1,408,76 822,7 1,181,10 0,000. 9,613. 760.3 9,300. 2,022. 101.0 Investment 613.49 0.31 22.25 1.00 00 49 1 47 72 0 Partnership (Limited Partnership) 195 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Unit: RMB Amount incurred in the current period Amount incurred in the prior period Name of Total Cash flows Total Cash flows subsidiary comprehen from comprehen from Revenue Net profit Revenue Net profit sive operating sive operating income activities income activities Guangzhou BIEM.L.FDLK K Ejam Equity 48,709,931. - 5,258,421.3 Investment 139,931.46 -55,510.43 -53,510.43 46 719,033.07 7 Partnership (Limited Partnership) Other descriptions: X. Risks Associated with Financial Instruments The Company may face various risks related to financial instruments in the course of operations, mainly including credit risks, market risks and liquidity risks. The management of the Company is fully responsible for determining risk management objectives and policies, and assumes ultimate responsibility for the risk management objectives and policies. The overall goal of risk management is to develop risk management policies that minimize risks without unduly affecting the Company's competitiveness and resilience. The goal and policies of the Company's risk management are to strike a proper balance between risks and gains and to minimize the negative impact of risks on the business performance of the Company while maximizing the interests of shareholders and other equity investors. Based on this risk management goal, the basic strategy of the Company’s risk management is to determine and analyze all kinds of risks faced by the Company, clarify the minimum of risk acceptance and conduct risk management, and monitor risks of all kinds in a timely and reliable manner to control risks within the limits. (I) Credit risk Credit risk refers to the risk of financial losses of one party caused by the failure of the other party to perform its obligations. To reduce credit risk, the Company has established relevant internal control policies responsible for determining credit limits, conducting credit approvals, including external credit ratings and, in some cases, bank credit certificates (when such information is available), and performing other monitoring procedures to ensure that necessary action is taken to recover overdue claims. Therefore, the management of the Company believes that the credit risk assumed by the Company has been greatly reduced. The Company's credit risk mainly arises from bank deposits, financial assets held for trading, accounts receivable, other receivables, etc. The credit risk of these financial assets originates from the default of the counterparty, and the maximum risk exposure is equal to the book value of these instruments. 1. Liquid funds of the Company are deposited in banks with high credit ratings, so the credit risk of liquid funds is low. 2. The Company has set aside bad debt provision according to accounting policies on the balance sheet date. (II) Liquidity risk Liquidity risk refers to the risk of capital shortage when an enterprise fulfills its obligation to settle accounts by delive ring cash or other financial assets. The Company has formulated an internal control system related to cash management, regularly prepares 196 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report rolling fund budgets, and monitors short-term and long-term liquidity needs in real time. The goal is to use bank loans, commercia l credits and other means to maintain a balance between financing continuity and flexibility. XI. Disclosure of Fair Value 1. Closing fair values of assets and liabilities measured at fair value Unit: RMB Closing fair value Item Fair value Fair value Fair value measurement with measurement with measurement with Total Level 1 inputs Level 2 inputs Level 3 inputs I. Recurring Fair Value -- -- -- -- Measurement (I) Financial assets 952,797.96 1,377,804,000.91 1,378,756,798.87 held for trading 1. Financial assets measured at fair value 952,797.96 1,377,804,000.91 1,378,756,798.87 through profit or loss (1) Wealth management products 1,377,804,000.91 1,377,804,000.91 of banks (2) Others 952,797.96 952,797.96 (II) Assets held for sale 137,670,000.00 137,670,000.00 (III) Investment in other equity 10,499,383.76 10,499,383.76 instruments Total recurring assets 952,797.96 1,377,804,000.91 148,169,383.76 1,526,926,182.63 measured at fair value II. Non-recurring Fair -- -- -- -- Value Measurement 2. Basis for determining the market price of recurring and non-recurring fair value measurements with Level 1 inputs If there is an active market for a financial instrument, the Company establishes its fair value by using quoted price in the active market. 3. Qualitative and quantitative information on important parameters and valuation techniques used for recurring and non-recurring fair value measurements with Level 2 inputs The fair value of wealth management products of banks with recurring and non-recurring measurements with level 2 inputs is determined based on the expected rate of return of the product. 197 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4. Qualitative and quantitative information on important parameters and valuation techniques used for recurring and non-recurring fair value measurements with Level 3 inputs If there is no active market, the Company establishes fair value by using valuation techniques. Valuation models mainly include the discounted cash flow model and market comparable company model. Important parameters of valuation techniques mainly include risk-free interest rate, benchmark interest rate, exchange rate, credit spread, liquidity premium, EBITDA multiplier, etc. Fair values of the equity investments in Shenzhen Youanmi Technology Co., Ltd. and Fast Fashion (Guangzhou) Co., Ltd. are measured through the latest financing price method. 5. Adjustment and sensitivity analysis of unobservable parameters between the opening and closing values of recurring fair value measurements with Level 3 inputs None 6. For recurring fair value measurements with change of levels in the period, reasons for such change and policies for determining the time of change There was no change of levels for recurring fair value measurements during the reporting period. 7. Changes in valuation techniques within the reporting period and reasons for such changes None 8. Fair values of financial assets and financial liabilities not measured at fair value Financial assets and financial liabilities of the Company not measured at fair value mainly comprise monetary funds, accounts receivable, other receivables, notes payable, accounts payable, other payables, etc. For such assets and liabilities, their carrying amount is very close to their fair value. XII. Related Parties and Related Party Transactions 1. Information on the Parent Company of the Company (I) Actual controller of the Company Name Relationship with Shareholding percentage in the Percentage of voting rights in the Company related party Company (%) (%) Xie Bingzheng Shareholder 37.88 37.88 Feng Lingling Shareholder 3.44 3.44 Xie Bingzheng and Feng Lingling, who are a couple, directly hold 41.32% of the Company’s equities; Xie Bingzheng and Feng Lingling are the actual controllers of the Company. 2. Information on subsidiaries of the Company For detailed information on the subsidiaries of the Company, please refer to “Note IX. 1. Equities in subsidiaries”. 198 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 3. Information on other related parties Name of other related party Relationship between other related party and the Company A company controlled by the relative of the Company's actual Hongzhou Xindu Trading Co., Ltd. controller A company controlled by the relative of the Company's actual Hongzhou Gejiu Xuecheng Garment Co., Ltd. controller A company controlled by the relative of the Company's actual Guangzhou Yixiang Garment Co., Ltd. controller Other descriptions: 4. Information on related party transactions (1) Related party transactions for procurement and sale of goods, and provision and acceptance of labor services Purchase of goods/acceptance of labor services Unit: RMB Amount incurred Whether to Content of related Approved Amount incurred Related party in the current outstrip the party transaction transaction limit in the prior period period transaction limit Guangzhou Procurement of Yixiang Garment 58,305,897.15 80,000,000.00 No 34,420,367.36 goods and services Co., Ltd. Table of sale of goods/provision of labor services Unit: RMB Content of related party Amount incurred in the Amount incurred in the prior Related party transaction current period period Hongzhou Xindu Trading Garment 1,287,126.22 Co., Ltd. Hongzhou Gejiu Xuecheng Garment 10,055,099.65 7,258,812.08 Garment Co., Ltd. Explanation of the related party transactions for procurement and sale of goods, and provision and acceptance of labor services (2) Remuneration of key managers Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Remuneration of key managers 6,668,808.78 5,447,666.46 5. Receivables from and payables to related parties (1) Receivables Unit: RMB Closing balance Opening balance Item Related party Book balance Bad debt provision Book balance Bad debt provision Prepayments Guangzhou 13,196.25 642,690.33 199 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Yixiang Garment Co., Ltd. Hongzhou Gejiu Accounts Xuecheng 1,622,887.40 receivable Garment Co., Ltd. (2) Payables Unit: RMB Book balance at the end of the Book balance at the beginning Item Related party period of the period Guangzhou Yixiang Garment Accounts payable 7,262,017.61 908,712.66 Co., Ltd. Hongzhou Gejiu Xuecheng Contract liabilities 165,369.78 1,568,366.50 Garment Co., Ltd. Hongzhou Gejiu Xuecheng Other payables 925,029.40 206,668.66 Garment Co., Ltd. XIII. Share-based Payment 1. Overall information on share-based payment □ Applicable Not applicable 2. Equity-settled share-based payment □ Applicable Not applicable 3. Cash-settled share-based payment □ Applicable Not applicable 4. Revision and termination of share-based payment Not applicable 5. Others Not applicable XIV. Commitments and Contingencies 1. Significant commitments Significant commitments on the balance sheet date As of December 31, 2022, significant capital expenditure commitments that the Company has signed but does not need to present on the balance sheet for now are as follows: Unit: RMB Item December 31, 2022 200 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Properties and buildings 60,549,923.28 Total 60,549,923.28 2. Contingencies (1) Significant contingent matters on the balance sheet date There were no significant contingent matters that need to be disclosed as of December 31, 2022. (2) Explanation also necessary if the Company has no significant contingent matters to be disclosed The Company had no significant contingent matters that needed to be disclosed. XV. Events after Balance Sheet Date 1. Profit distribution Unit: RMB Profits or dividends proposed to be distributed 171,212,125.20 Profits or dividends distributed after deliberation, approval and 171,212,125.20 announcement The Company convened a Board meeting on April 26, 2023, which deliberated and approved the Proposal on 2020 Profit Distribution Plan. According to the proposal, the Company plans to distribute a cash dividend of RMB3.0 (tax inclusive) for every 10 shares to all shareholders based on a total share capital of 570,707,084 shares as at December 31, 2022, with a total amount of RMB171,212,125.20; no bonus shares will be issued and no capital reserve will be converted into share Profit distribution plan capital; the remaining undistributed profits will be carried forward to the next year. Where there are any changes to the Company's total share capital after the announcement of the profit distribution proposal and before the equity registration date for actual implementation, the Company will maintain the same distribution ratio per share and adjusts the total distribution amount accordingly. The profit distribution proposal can be implemented only after being approved by the general meeting of shareholders. 2. Explanation on events after the balance sheet date (I) Profit distribution The Company convened a Board meeting on April 26, 2023, which deliberated and approved the Proposal on 2022 Profit Distribution Plan. According to the proposal, the Company plans to distribute a cash dividend of RMB3.0 (tax inclusive) for every 10 shares to all shareholders based on a total share capital of 570,707,084 shares as at December 31, 2022, with a total amount of RMB171,212,125.20; no bonus shares will be issued and no capital reserve will be converted into share capital; the remaining undistributed profits will be carried forward to the next year. Where there are any changes to the Company's total share capita l 201 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report after the announcement of the profit distribution proposal and before the equity registration date for actual implementation, the Company will maintain the same distribution ratio per share and adjusts the total distribution amount accordingly. The profit distribution proposal can be implemented only after being approved by the general meeting of shareholders. (II) Foreign investment and acquisition of overseas assets of the Company The Company issued the Announcement on Foreign Investment and Acquisition of Overseas Assets (Announcement No.: 2023-009) on April 4, 2023. According to the announcement, Guangzhou Houde Zaiwu Industrial Investment Fund Partnership (Limited Partnership) , a partnership company in which the Company holds 99.86% of equities, invested 57 million and 38 million, respectively, to Hon g Kong Carritt Limited (hereinafter referred to as “Carritt”) and Hong Kong Plentiful Shiny Limited (hereinafter referred to as “Plentiful Shiny”). Afterwards, Carritt acquired the 100% equities of Cerruti Investment Pte. Ltd. (hereinafter referred to a s “Cerruti Singapore”), a Singaporean company held by Trinity Fashions Limited (hereinafter referred to as “Trinity Fashions”), and the 100% equities of Cerruti 1881 (hereinafter referred to as “Cerruti France”), a French company held by Toga Investments France (hereinafter referred to as “Toga Investment”), at a total price of 57 million; P lentiful Shiny acquired all the equities of LiFung Trinity Management (Singapore) Pte. Ltd. (hereinafter referred to as “K&C Singapore”), a Singaporean company held by Trinity Services Holdings Limited (hereinafter referred to as “Trinity Services Holdings”), at a price of 38 million. As a r esult, the Company indirectly acquired the global trademark ownership of the luxury brands “CERRUTI 1881” and “KENT&CURWEN” owned by the aforementioned target companies (hereinafter referred to as the “Acquisition”). As of the reporting date, Carritt and Plentiful Shiny have signed the equity acquisition agreements with the respective counterparties and the parties are currently handling relevant procedures of this Acquisition. XVI. Other Significant Matters 1. Segment information (1) Other explanations The Company has no distinguishable business segment or regional segment that independently assumes risks and awards different from other segments. 2. Leases Information disclosure on the lessees (1) Information of the lessee Item Amount (RMB) Interest expense of lease liabilities 18,558,374.38 Expenses of short-term leases included in relevant asset cost or profit or loss through the simplified treatment method Expenses of low-value asset leases included in relevant asset cost or profit or loss through the simplified treatment 2,051,155.78 method (except for the short-term lease expenses of low-value assets) 202 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Item Amount (RMB) Variable lease payments that are not included in the measurement of lease liabilities but profit or loss 206,257,916.13 Including: Proportion from leaseback transactions Income from sublease of right-of-use assets Total cash outflow related to leases 46,611,163.91 Gain or loss from leaseback transactions Cash inflow from leaseback transactions Cash outflow from leaseback transactions Others 3. Others The Company had no other significant matters that need to be disclosed during the reporting period. XVII. Notes to Major Items of Financial Statements of the Parent Company 1. Accounts receivable (1) Accounts receivable disclosure by category Unit: RMB Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book Book Provision value Provisio value Amount Percentage Amount Amount Percentage Amount ratio n ratio Accounts receivable for which 618,282 618,282. 618,282. 618,282. 100.00 bad debt 0.23% 100.00% 0.21% .56 56 56 56 % provision is set aside individually Including: Accounts receivable for which 252,5 279,7 266,504 13,959,7 295,013, 15,296,6 bad debt 99.77% 5.24% 44,88 99.79% 5.19% 17,05 ,592.75 05.79 683.59 26.45 provision is 6.96 7.14 set aside in portfolios Including: Clothing 252,5 279,7 266,504 13,959,7 295,013, 15,296,6 sales 99.77% 5.24% 44,88 99.79% 5.19% 17,05 ,592.75 05.79 683.59 26.45 business 6.96 7.14 267,122 14,577,9 252,5 295,631, 15,914,9 279,7 Total 100.00% 5.46% 100.00% 5.38% ,875.31 88.35 44,88 966.15 09.01 17,05 203 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 6.96 7.14 Bad debt provision individually: Unit: RMB Closing balance Name Book balance Bad debt provision Ratio of provision Reason for provision Jiangmen Yihua It is expected that the Department Store Co., 618,282.56 618,282.56 100.00% amount cannot be Ltd. recovered. Total 618,282.56 618,282.56 Bad debt provision by portfolio: Unit: RMB Closing balance Name Book balance Bad debt provision Ratio of provision Within 1 year 265,915,533.62 13,370,646.66 5.03% 1-2 years 69,370.41 69,370.41 100.00% 2-3 years 178,697.20 178,697.20 100.00% Over 3 years 340,991.52 340,991.52 100.00% Total 266,504,592.75 13,959,705.79 Description of reason for the portfolio: If the bad debt provision of accounts receivables is set aside according to the general model of expected credit loss, please refer to the disclosure method of bad debt provision for other receivables: □ Applicable Not applicable Disclosure by aging Unit: RMB Aging Book balance Within 1 year (inclusive) 265,915,533.62 1 to 2 years 69,370.41 2 to 3 years 796,979.76 Over 3 years 340,991.52 Over 5 years 340,991.52 Total 267,122,875.31 (2) Bad debt provision set aside, recovered or transferred back in the reporting period Bad debt provision of the reporting period: Unit: RMB Amount of change in the period Opening Category Recovery or Closing balance balance Provision Write-off Others reversal Bad debt provision for 15,914,909.01 1,336,920.66 14,577,988.35 accounts receivable Total 15,914,909.01 1,336,920.66 14,577,988.35 Bad debt provisions with recovered or transferred-back amount being important: Unit: RMB 204 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report Name of institution Recovered or transferred-back amount Method of recovery (3) Accounts receivable actually written off in the reporting period Unit: RMB Item Write-off amount Write-offs of important accounts receivable: Unit: RMB Whether the Name of Nature of accounts Write-off amount is incurred Write-off amount Write-off reason institution receivable procedures by related party transaction Description on the write-offs of accounts receivables: There were no accounts receivables actually written off as of December 31, 2022. (4) Top five debtors in closing balance of accounts receivable Unit: RMB Balance of accounts Percentage in total balance of Balance of bad debt provision Name of institution receivable at the end of the accounts receivable at the end at the end of the period period of the period Institution 1 13,310,289.52 4.98% 665,808.17 Institution 2 6,486,000.20 2.43% 324,303.25 Institution 3 6,484,230.10 2.43% 330,568.41 Institution 4 6,098,782.00 2.28% 304,939.10 Institution 5 6,020,461.66 2.25% 301,023.08 Total 38,399,763.48 14.37% (5) Amounts of assets or liabilities that are formed by the transfer of accounts receivable and the Company's continuing involvement There were no assets or liabilities formed by the transfer of accounts receivable and the Company's continuing involvement as of December 31, 2022. (6) Accounts receivable derecognized due to transfer of financial assets There were no accounts receivables derecognized due to the transfer of financial assets as of December 31, 2022. 2. Other receivables Unit: RMB Item Closing balance Opening balance Other receivables 71,618,317.39 93,306,779.94 Total 71,618,317.39 93,306,779.94 205 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report (1) Other receivables 1) Classification of other receivables by nature Unit: RMB Nature of the receivable Closing book balance Opening book balance Margins and deposits 70,199,100.11 88,690,812.02 Related-party amount within the 1,146,219.87 4,945,158.86 consolidated scope Employee reserve fund 2,459,964.38 3,069,483.92 Others 1,522,090.80 1,251,936.78 Total 75,327,375.16 97,957,391.58 2) Bad debt provision Unit: RMB Phase I Phase II Phase III Bad debt provision Lifetime ECL (without Lifetime ECL (with Total 12-month ECL credit impairment) credit impairment) Balance as at January 4,650,611.64 4,650,611.64 1, 2022 Balance as at January 1, 2022 incurred in the period Transferred-back in the 941,553.87 941,553.87 reporting period Balance as at 3,709,057.77 3,709,057.77 December 31, 2022 Description of significant changes to the book balance of provision in the current period □ Applicable Not applicable Disclosure by aging Unit: RMB Aging Book balance Within 1 year (inclusive) 75,327,375.16 Total 75,327,375.16 3) Bad debt provision set aside, recovered or transferred back in the reporting period Bad debt provision of the reporting period: Unit: RMB Amount of change in the period Opening Category Recovery or Closing balance balance Provision Write-off Others reversal Bad debt provision by 4,650,611.64 941,553.87 3,709,057.77 portfolio Total 4,650,611.64 941,553.87 3,709,057.77 206 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4) Other receivables actually written off in the reporting period Unit: RMB Item Write-off amount Description of write-offs of important other receivables: Unit: RMB Whether the Name of Nature of other Write-off amount is incurred Write-off amount Write-off reason institution receivables procedures by related party transaction Description on the write-offs of other receivables: No other receivables were written off during the reporting period. 5) Top five debtors in closing balance of other receivables Unit: RMB Percentage in total Balance of bad Name of Nature of the balance of other debt provision at Closing balance Aging institution amount receivables at the the end of the end of the period period Margins and Institution 1 7,051,755.00 Within 1 year 9.36% 352,587.75 deposits Margins and Institution 2 6,763,619.00 Within 1 year 8.98% 338,180.95 deposits Margins and Institution 3 6,553,074.00 Within 1 year 8.70% 327,653.70 deposits Margins and Institution 4 3,150,000.00 Within 1 year 4.18% 157,500.00 deposits Margins and Institution 5 3,133,020.00 Within 1 year 4.16% 156,651.00 deposits Total 26,651,468.00 35.38% 1,332,573.40 6) Receivables involving government grants There were no receivables involving government grants as of December 31, 2022. 7) Other receivables derecognized due to the transfer of financial assets There were no other receivables derecognized due to the transfer of financial assets as of December 31, 2022. 8) Amount of assets or liabilities that are formed by the transfer of other receivables and the Company's continuing involvement There were no assets or liabilities formed by the transfer of other receivables and the Company's continuing involvement as of December 31, 2022. 207 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 3. Long-term equity investments Unit: RMB Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Investment in 11,000,000.00 11,000,000.00 111,000,000.00 111,000,000.00 subsidiaries Total 11,000,000.00 11,000,000.00 111,000,000.00 111,000,000.00 (1) Investment in subsidiaries Unit: RMB Increase/decrease in the period Closing Opening Closing balance of Investee balance (book Increase in Decrease in Impairment balance (book Others impairment value) investment investment provision value) provision Guangzhou BIEM.L.FD LKK 1,000,000.00 1,000,000.00 Business Consulting Co., Ltd. Guangzhou BIEM.L.FD LKK Supply 5,000,000.00 5,000,000.00 Chain Management Co., Ltd. Guangzhou BIEM.L.FD LKK Ejam Equity 100,000,000.00 100000000.001 Investment Partnership (Limited Partnership) Xuzhou BIEM.L.FD LKK Supply 5,000,000.00 5,000,000.00 Chain Management Co., Ltd. Total 111,000,000.00 100,000,000.00 11,000,000.00 Note 1: The closing balance of the long-term equity investments of the parent company decreased by RMB100,000,000.00 or 909.09% compared with the opening balance in 2022, mainly owing to the reclassification of the investment in Guangzhou BIEM.L.FDLKK Ejam Equity Investment Partnership (Limited Partnership) from long-term equity investments to assets held for sale. 208 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report 4. Revenue and cost of revenue Unit: RMB Amount incurred in the current period Amount incurred in the prior period Item Revenue Cost Revenue Cost Principal business 2,884,215,547.38 904,955,705.51 2,719,943,987.32 908,931,832.35 Other businesses 60,021.43 45,269.82 Total 2,884,275,568.81 904,955,705.51 2,719,989,257.14 908,931,832.35 5. Return on investment Unit: RMB Item Amount incurred in the current period Amount incurred in the prior period Gain from debt restructuring 104,009.33 Income from wealth management 39,121,856.42 38,711,860.90 products Others 269,092.96 Total 39,390,949.38 38,815,870.23 XVIII. Supplementary Information 1. Table of non-recurring profit and loss items of the reporting period Applicable □Not applicable Unit: RMB Item Amount Description Gains or losses from the disposal of non- 1,757,902.41 current asset Governmental grants reckoned into current profits/losses (not including grants enjoyed in quota or ration 23,247,374.45 according to national standards, which are closely relevant to the Company’s normal business) Gains or losses from changes in fair value of financial assets and financial liabilities held for trading, and investment income from the disposal of financial assets and financial liabilities 5,219,168.76 held for trading and available-for-sale financial assets, excluding the effective hedging business related to the normal operation of the Company Other non-operating revenue and expenses except for the aforementioned 441,307.62 items Other profit and loss items that qualify 39,121,856.42 the definition of non-recurring profit and 209 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report loss Less: Influence of income tax 12,768,681.37 Total 57,018,928.29 -- Details of other profit and loss items that qualify the definition of non-recurring profit and loss: Applicable □ Not applicable During the reporting period, the Company had RMB39,121,856.42 of other profit and loss items that qualify the definition of non- recurring profit and loss, which were the income from wealth management products. Descriptions where the Company defines any non-recurring profit and loss items listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period □ Applicable Not applicable 2. Return on equity and earnings per share Earnings per share Weighted average return on Profit in the reporting period Basic earnings per share Diluted earnings per share equity (RMB/share) (RMB/share) Net profit attributable to the ordinary shareholders of the 19.35% 1.28 1.28 Company Net profit attributable to the ordinary shareholders of the 17.83% 1.18 1.18 Company after excluding non-recurring profit and loss 3. Difference in accounting data under domestic and international accounting standards (1) Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS) □ Applicable Not applicable (2) Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS) □ Applicable Not applicable (3) Explanation of reasons for the differences between accounting data disclosed under domestic and overseas accounting standards. If differences are adjusted based on data audited by overseas audit institutions, the name of the institution should be noted 4. Others BIEM.L.FDLKK Garment Co., Ltd. Chairman: Xie Bingzheng 210 BIEM.L.FDLKK GARMENT CO., LTD. 2022 Annual Report April 26, 2023 211