RUMERE CO., LTD 2022 Annual Report
Stock code: 301088
Rumere Co., Ltd.
Annual Report 2022
April 2023
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RUMERE CO., LTD 2022 Annual Report
Annual Report 2022
Section I Important Notice, Contents and Definitions
The Board of Directors and the Board of Supervisors of the Company and its
director, 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 legal liability thereof.
Guo Jian, the person in charge of the Company, Yu Qingtao, the person in charge
of accounting of the Company, and Wang Dongmei, the person in charge of the
accounting department of the Company, have declared that they warrant the
truthflness, accuracy and completeness of the financial ststements 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 constitude substantive commitments of the
Company to investors. Investors and related personnel should remain vigilant and
understand the differences between plans, forecasts and commitments.
The Company has described potential risks it may face in the future in “Section
III Discussion and Analysis of the Management” and “Saection 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
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RUMERE CO., LTD 2022 Annual Report
proposal: Distribute a cash dividend of RMB 3.66 (tax inclusive) for every 10
shares to all shaerholders based on a total share capital of 228,000,000 shares; no
bonus shares will be issued and no capital reserve will be converted into share
capital.
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RUMERE CO., LTD 2022 Annual Report
Table of Contents
Section I Important Notice, Contents and Definitions ........................................................................................................ 2
Section II Company Profile and Key Financial Indicators ............................................................................................... 8
Section III Discussion and Analysis of the Management..................................................................................................14
Section IV Corporate Governance...........................................................................................................................................56
Section V Environmental and Social Responsibilities .......................................................................................................76
Section VI Significant Events ....................................................................................................................................................79
Section VII Changes in Shareholding and Information of Shareholders ...................................................................87
Section VIII Particulars of Preference Shares .....................................................................................................................95
Section IX Particulars of Bonds................................................................................................................................................96
Section X Financial Statements ................................................................................................................................................97
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RUMERE CO., LTD 2022 Annual Report
Documents Available for Inspection
I. Financial statements affixed with official stamps and the signatures of the Company’s responsible
person, the person in charge of accounting and the charge of accounting department of the Company;
II. Original of the audit report affixed with the stamp of the accounting firm as well as stamps and
signatures of the certified public accountants;
III. All original copies of the Company’s documents and the original drafts of the Company’s
announcements as disclosed on websites designated by the CSRC during the reporting period;
IV. Place for document inspection: Office of the Board of Directors, Room 2902, Floor Shimao Plaza,
Minjiang Road, Changshu, Jiangsu Province, China.
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RUMERE CO., LTD 2022 Annual Report
Terms and Definitions
refers
Term Definition
to
The Company, we, Rumere Co., Ltd. or refers
to Rumere Co., Ltd.
Rumere
refers Suzhou Meicang Fashion Co., Ltd, a wholly-
Meicang Fashion to owned subsidiary of the Company
refers Shanghai Rumere Brand Management Co., Ltd,
Shanghai Rumere to a wholly owned subsidiary of the Company
refers Suzhou Rumere International Trade Co., Ltd, a
Rumere International to wholly-owned subsidiary of the Company
Rumere High-end Ladies-wear is a taobao store
refers
Rumere High-end Ladies-wear to operated by the Company, with its domain name
of https://rumere.taobao.com/
Rumere Flagship Store is a Tmall store operated
refers
Rumere Flagship Store to by the Company, with its domain name of
https://rumere.tmall.com/
Rongmere Flagship Store is a Tmall store
refers
Rongmere Flagship Store to operated by the Company, with its domain name
of https://rongmere.tmall.com/
refers General Meeting of Shareholders of Rumere
General Meeting of Shareholders to Co., Ltd.
refers
Board of Directors to Board of Directors of Rumere Co., Ltd.
refers
Board of Supervisors to Board of Supervisors of Rumere Co., Ltd.
refers
CSRC to China Securities Regulatory Commission
refers Company Law of the People’s Republic of
Company Law to China
refers Securities Law of the People’s Republic of
Securities Law to China
refers
Articles of Association to Articles of Association of Rumere Co., Ltd.
refers Year 2022, from 1 January 2022 to 31
Reporting Period to December 2022
refers Year 2021, from 1 January 2021 to 31
Same period of previous year to December 2021
refers
Beginning of the Reporting Period to 1 January 2022
refers
End of the Reporting Period to 31 December 2022
refers
Online Retailing to Merchandising through Internet
An intermediary between the buyer and the
seller in the payment process; after the buyer
refers pays, the payment will enter the third-party
Third-party payment platform to payment platform, then the intermediary will
notify the seller to deliver the goods; when the
buyer receives the goods and clicks “confirm
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RUMERE CO., LTD 2022 Annual Report
receipt” on the e-commerce platform, or the
system automatically confirms receipt, the
payment will be transferred to the seller’s
account.
refers
SPU to Standard Product Unit
refers
GMV to Gross Merchandise Value
refers
BEST Inc. to Best Logistics Technology (China) Co., Ltd.
refers
SF Express to Suzhou Industrial Park SF Express Co., Ltd.
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RUMERE CO., LTD 2022 Annual Report
Section II Company Profile and Key Financial Indicators
I. Company information
Stock abbreviation Rumere Stock code 301088
Chinese name of the Comapny 日禾戎美股份有限公司
Abbreviation of Chinese name
of the Company 戎美股份
English name of the Company
(if any) Rumere Co.,Ltd.
Abbreviation of English name
of the Company (if any) RUMERE
Legal Representativeof the
Company Guo Jian
Registered address No.86, Shenzhen Road, Changfu Street, Changshu City, Jiangsu
Province
Postal code of registered
address 215523
Date of first registration: March 13, 2012; Registed address: No.
2 Jianye Road, High-tech Industrial Park, Changshu city, Jiangsu
Historical changes of the Province
Company’s registered address Date of registration change: December 24, 2022; Registed
address: No.86, Shenzhen Road, Changfu Street, Changshu City,
Jiangsu Province
Room 2901, Shimao Plaza, Minjiang Road, Changshu, Jiangsu
Office address Province
Postal code of office address 215500
Official website http://www.rumere.com
E-mail rumerebod@rumere.com
II. Contact Persons and Contact Methods
Representative of securities
Sectary to the Board affairs
Name Yu Qingtao Yu Dongxue
Room 2901, Shimao Plaza, Room 2901, Shimao Plaza,
Address Minjiang Road, Changshu, Minjiang Road, Changshu,
Jiangsu Province Jiangsu Province
Tel. 0512-52969003 0512-52969003
Fax 0512-52969003 0512-52969003
Email rumerebod@rumere.com rumerebod@rumere.com
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RUMERE CO., LTD 2022 Annual Report
III. Information Disclosure and Location for Inspection of Documents
Websites on which the annual report is published
as required by the stock exchange Shenzhen Stock Exchange (http://www.szse.cn)
Securities Times, Shanghai Securities News, China
Media on which the annual report is published Securities Journal, Securities Daily, and
http://www.cninfo.com.cn
Location for inspection of the annual report Office of the Board of Directors
IV. Other Relevant Information
Accounting firm engaged by the Company
Name RSM China (Special General Partnership)
901-22 to 901-26, Block 1, Foreign Trade Building, No. 22
Office address Fuchengmenwai Street, Xicheng District, Beijing
Name of signing
accountants Yan Gangjun, Cai Tianchen and Wan Yalan.
Sponsor engaged by the Company to fulfill continuous supervision obligation during the reporting
period.
Applicable □ Not applicable
Period of
Name of sponsor
Name of sponsor Office address of sponsor respresentative continuous
supervision
27/F and 28/F, Tower 2, China
China International October 2021 to
World Trade Center, No.1 Cheng Chao, Lai
Capital December 2024
Jianguomenwai Avenue, Tianxing
Corporation Chaoyang District, Beijing
Financial advisor engaged by the Company to fulfill continuous supervision obligation during the
reporting period
□ Applicable Not applicable
V. Main Accounting Data and Financial Indicators
Whether the Company needs to perform retrospective adjustment or restatement of previous years
□Yes No
Changes
2022 2021 over last 2020
year
Revenue (RMB) 948,811,767.71 872,310,059.47 8.77% 851,367,054.36
Net profit attributable
to ordinary shareholders 167,040,817.13 162,674,559.03 2.68% 162,064,683.56
(RMB)
Net profit attributable 125,662,452.72 150,289,718.68 -16.39% 154,258,345.44
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RUMERE CO., LTD 2022 Annual Report
to ordinary shareholders
after extraordinary
gains and losses (RMB)
Net cash flows from
operating activities 125,309,020.66 4,202,782.48 2,881.57% 145,117,306.82
(RMB)
Basic earnings per share
(RMB/share) 0.73 0.90 -18.89% 0.95
Diluted earnings per
share (RMB/ share) 0.73 0.90 -18.89% 0.95
Weighted average return
on net assets 6.66% 17.74% -11.08% 34.81%
Changes over
End of 2022 End of 2021 end of last End of 2020
year
Total assets (RMB) 2,713,064,879.72 2,539,878,965.21 6.82% 619,085,781.08
Net assets attributable
to shareholders of the 2,568,459,255.28 2,442,002,438.15 5.18% 546,649,025.08
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 or after deducting non-recurring profit and loss is negative
□Yes No
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RUMERE CO., LTD 2022 Annual Report
VI. Major Financial Indicators by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
Revenue 203,697,347.01 183,204,709.92 227,399,293.29 334,510,417.49
Net profit
attributable to 47,833,282.51 27,031,292.34 36,777,718.22 55,398,524.06
shareholders of the
listed company
Net profit
attributable to
shareholders of the
listed company after 36,975,071.10 17,264,526.38 26,503,097.68 44,919,757.56
deducting non-
recurring profit and
loss
Net cash flow from
operating activities 37,684,033.24 6,001,031.74 -4,994,836.67 86,618,792.35
Whether the above financial indicators or their sums are materially different from the relevant financial
indicators in the disclosed quarterly and semi-annual reports of the Company
Yes □ No
According to the auditors’ opinion, the company reported the relevant gain generated from purchasing
structured deposits with raised funds as a non-recurring gains and losses item, and accordingly adjusted the
Net Profit Attributable to Ordinary Shareholders after Extraordinary Gains and Losses in the quarterly reports
and semi-annual report disclosed previously. This adjustment has no impact on the presentation of the
Statement of Financial Position, Comprehensive Income, and Statement of Cash Flows already disclosed by
the Company.
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
No such differences for the reporting period.
2. Net profit and net asset differences under foreign accounting standards and Chinese
Accounting Standards (CAS)
□ Applicable Not applicable
No such differences for the reporting period.
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RUMERE CO., LTD 2022 Annual Report
VIII. Non-recurring Items and Amounts
Applicable □ Not applicable
Unit: RMB
Amount in Amount in Amount in Descri
Item 2022 2021 2020 ption
Gains or losses from disposal of
non-current assets (including the 157,707.84 87,226.81
write-off portion of provision for
asset impairment)
Government grants recognised in
current profit or loss (except
government grants that is closely 6,358,231.30 7,165,956.84 6,037,595.86
related to operations and determined
based on a fixed scale according to
the national unified standard)
Gains /(losses) arising from
changes in fair value of financial
assets held-for-trading, derivative
financial assets, other non-current
financial assets, financial liabilities
held-for-trading and derivative
financial liabilities during the
holding period and investment
income arising from disposal of 49,321,536.77 9,503,111.55 4,981,761.87
held-for-trading financial assets,
derivative financial assets, other
non-current financial assets, held-
for-trading financial liabilities,
derivative financial liabilities and
other debt investment except
effective hedging transactions
related to the Company's principal
activities
Other non-operating
income/expenses except for items -392,412.06 -311,331.09 -698,133.71
mentioned above
Less: tax effect 13,908,991.60 4,130,604.79 2,602,112.71
Total 41,378,364.41 12,384,840.35 7,806,338.12 --
Details of other profit and loss items that meet the definition of non-recurring profit and loss:
□ Applicable Not applicable
The Company has no other profit and loss items that qualified the definition of non-recurring profit and
loss.
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
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RUMERE CO., LTD 2022 Annual Report
□ 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.
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RUMERE CO., LTD 2022 Annual Report
Section III Discussion and Analysis of the Management
I. Status of the Industry in Which the Company Is Located during the Reporting Period
(I) Basic information, development stage, cyclical characteristics of the involved industry and
our position in the industry
According to the CSRC’s Guidelines for the Industry Classification of Listed Companies (2012
Revision), the Company is a member of retail industry (classification code: F52). The Company is
engaged in planning, design, supply chain management, and sales of clothing and accessories. Online
retailing refers to the activities of retailers selling products through e-commerce platforms. As of
December 31, 2022, the Company sold products directly to end consumers through Alibaba’s e-
commerce platforms (Taobao and Tmall), without using any intermediate sales channels such as
distributors.
According to data from the National Bureau of Statistics, China’s retail sales of consumables in 2022
was RMB 44.0 trillion in total, which went flat with that of 2021, and the online retail sales was RMB
1.38 trillion, an increase of 4.0% from the previous year. Among them, the online retail sales of physical
goods was RMB 1.20 trillion, an increase of 6.2%, accounting for 27.2% of the total retail sales of
consumer goods; among the online retail sales of physical goods, the sales of food, clothing, and daily-
use articles increased by 16.1%, 3.5%, and 5.7%, respectively. In terms of channels, the online retail
sales growth is higher than overall retail growth, which is consistent with our expected long-term shift
of distribution channel, from traditional stores to online sales.
Within two decades of development, online retailing, driven by the continuous improvement of
residents’ consumption levels and the continuous upgrading of Internet infrastructure, has achieved
growth rates that surpass traditional offline retail channels, significantly altering the way consumers
buy. For consumers, compared to traditional stores, online retailing has lifted the limitations of time
and space limitations, providing consumers with more product information in terms of quantity and
variety, significantly reducing information costs and speeding up decision-making process. The
continuous technological upgrading of Internet infrastructure optimizes shopping experience through
textual information to images, short videos, live streaming, and even virtual reality technology for some
products; the rapid development of the logistics and express delivery industry provides necessary
logistical support for online retailing; mobile payment technology and third-party payments enable
consumers to complete transactions without worries, make payments, refunds, and returns more
convenient, achieving convenience and satisfaction for consumers.
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RUMERE CO., LTD 2022 Annual Report
For enterprises, online retailing can simplify the distribution of goods and help them reduce the costs
for intermediate circulation; additionally, it enables digitalizing and visualizing consumer behaviors
through information technology, so as to help enterprises to better meet consumer needs through
analysis of consumer behavior and big data, and to reduce excess inventory through agile supply chain
management, resulting in better ecological benefits. The structural shift of the value chain reflects the
long-term trend of efficiency, and the application of new technologies and models continuously
optimizes the integration of information flow, logistics, and capital flow. While obtaining goods in a
more convenient, swift, and cost-effective way, consumers are also forming their own shopping habits
and make it a ratchet effect. That is to say, once they shop in a faster, better, and more cost-effective
way, it is difficult for them to return to the opposite way, in which they have to spend more (including
information costs and economic expenditures). Therefore, for both enterprises and consumers, online
retailing has significantly increased the supply and demand of goods, improved overall social welfare,
and made more people feel a stronger sense of gain. This is the basic logic behind our long-term
optimism for this business model.
As a well-known Internet retailer of fashion clothing, the Company provides consumers with high-
quality and cost-effective clothing through Internet channels. With many years of efforts in talent,
technology, and supply chain management, our online store “Rumere” has advantages in terms of
creditworthiness, fan base, and customer reputation. For a long time, the Company has been committed
to providing consumers with high-value and cost-effective quality products, and its clothing and
apparel products are made from globally selected raw materials and fashionable designs, and through
data-driven marketing and lean supply chain management technology, the Company reduces inventory
redundancy, increasing inventory turnover rates and customers’ repurchase rates, exceeding the
performance of conventional competitors within the clothing sector. The advantages of the business
model and its operating efficiency are reflected in the level of profitability. In the “2021 Top 100
Profitable Enterprises in the Clothing Industry” officially released by the China National Garment
Association, the Company ranked in the top three.
As of the end of 2022, as a “Outstanding Seller” and “Must-Visit Store” and five-golden-crown store
on Taobao, “Rumere” has received more than 10 million positive comments from buyers; the store
ratings in terms of product conformity, service attitude, and logistics service were all near perfect, and
our fan base had more than 5.8 million followers, and positive comments accounted for over 99.9% of
the total. In addition, the Comopany has been doing a livestream sales business for 3 years or more,
with the founder Ms. Wendy as the core, we have teamed up a professional, efficient, and experienced
livestream sales business, and our Taobao livestream account with the name of “Rumere” has been
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RUMERE CO., LTD 2022 Annual Report
followed by over 6.4 million fans. The Company provides “Rumere Classroom” livestream every week,
taking advantage of frequent launch of new products and fragment orders based on data analysis to
offer consumers a more immersive shopping experience through high-quality products, more dressing
looks, and professional recommends. This also allows us to seize the opportunities to achieve
continuous development of our own business, and gradually form a moat for our brands and business.
During the Reporting Period, the Company sold more than 4,000 SPUs on a yearly basis and made an
overall continuous growth.
(II) Applicable industry policies
In recent years, the government has issued a series of industry policies to promote the development of
the e-commerce industry, which plays a positive role in promoting the development of online retailers.
In the clothing industry, the promotion of brand building and the expansion of the supply of mid-to-
high-end clothing products proposed in the national industry policies play an important role in
promoting and guiding the development of the clothing industry and independent brands. See the
following for details:
1. Policies and regulations for e-commerce industry (including livestream sales)
The formulation and implementation of laws and regulations for online retailing are conducive to long-
term standardized and orderly development of the industry, as well as creating a fair competition
environment. Relevant policies and opinions have injected long-term driving force into the industry
for its long-term development. From these perspectives, as a market entity which has strict internal
control systems and complies with applicable laws and regulations with respect to financial
management and operating activities, the Company faces positive factors in market competition and
industry development.
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RUMERE CO., LTD 2022 Annual Report
Regulations Issued by Issued on
Notice on the Issuance of the Code of National Radio and Television
June 2022
Conduct for Live Streamers Administration
Opinions on Further Regulating the
Profit-seeking Behavior in Online
Cyberspace Administration of China March 2022
Live-streaming and Promoting the
Healthy Development of the Industry.
Ministry of Commerce, Cyberspace
Planning for the Development of E- Administration of China, National
October 2021
commerce in the 14th Five-Year Plan Development and Reform
Commission
Cyberspace Administration of
China, Ministry of Public Security,
Ministry of Commerce, Ministry of
Regulations on the Management of
Culture and Tourism, State Taxation April 2021
Online Live Marketing
Administration, State Administration
for Market Regulation, National
Radio and Television Administration
Regulations on the Supervision and State Administration for Market
March 2021
Management of Online Transactions Regulation
Provisional Regulations on the
State Administration for Market December
Standardization of Promotional
Regulation 2020
Activities
Notice of the National Radio and
Television Administration on
National Radio and Television November
Strengthening the Management of
Administration 2020
Online Showroom Live Streaming and
E-commerce Live Streaming
Guiding Opinions of the State
Administration for Market Regulation State Administration for Market November
on Strengthening the Supervision of Regulation 2020
Online Live Marketing Activities
Opinions on Accelerating the
Development of New Types of September
General Office of the State Council
Consumption Driven by New Business 2020
Forms and Patterns.
Regulations on Online Live Marketing
China Advertising Association June 2020
Behaviors
Regulations on the Management of November
Cyberspace Administration of China
Internet Live Streaming Services 2016
2. Policies and regulations applicable to the clothing industry
The Company focused on selling clothing products during the Reporting Period, and a series of positive
policies issued by regulatory authorities are conducive to our innovations in fashion brand building,
application of green and eco-friendly fibers, and use of technological elements to maintain its
competitiveness.
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RUMERE CO., LTD 2022 Annual Report
Regulations Issued by Issued on
Implementation Plan on Promoting National Development and Reform January 2022
Green Consumption Commission
Guiding Opinions on the 14th Five-Year
Plan for the Development of China’s
China National Garment Association October 2021
Clothing Industry and Visions and
Goals for 2035
Guiding Opinions on Fashion
China National Textile and Apparel
Development during the 14th Five-Year June 2021
Council
Plan Period for the Textile Industry
3. Policies and regulations applicable to the retail industry
The Company has always abode by relevant laws and regulations on the protection of consumer rights
and interests, as well as institutional regulations of administrations for market regulation and relevant
rules of Internet platforms, to provide timely and accurate return and exchange services for customers
and maintain customer satisfaction at the industry-leading level.
Regulations Issued by Issued on
Interim Measures for the Return without Reasons of
State Administration for
Commodities Purchased Online within Seven Days October 2020
Market Regulation
(2020 Revision)
II. Main business during the Reporting Period
(I) Business and product overview and business model
1. Business and product overview
The Company with the “RUMERE” brand opeates the business of designing, merchandising, and sales
of clothing and apparel products through supply chain management. The products include women’s
wear, men’s wear and accessories in both professional and casual styles, as well as home textiles, etc.
We kept following global fashion trends with our own style. With the support of Internet platforms and
the management information system, the Company builds up a flexible supply chain system and forms
a unique model featuring fragment orders and fast reactions. Our core competitiveness lies in quick-
response designing, merchandising and supply chain management.
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2. Business model
The Company focuses on clothing designing and merchandising, online store operation, and supply
chain management, outsourcing warehousing, logistics and clothing production to well-known
qualified suppliers in the industry. The business models and processes of the Company are described
as follows:
1) Merchandising and designning
The annual design and merchandising is broken down into a 52-week rolling plan under the annual
development plan, and product-based elements such as design elements, style, launching time, fabrics
and auxiliary materials, costs, and prices will be confirmed and adjusted.
2) Supply chain management
Our supply chain management follows three models: (1) Partially outsourced processing model: the
Company directly purchases fabrics, auxiliary materials, and yarns and sends them to qualified
suppliers for processing and production. This model is used for the production of outerwear, pants,
dresses and skirts, and some tops; (2) Fully outsourced processing model: the supplier purchases fabrics,
auxiliary materials, and yarns and completes the processing and production. This model is used for
production of fur, some tops, and accessories; (3) Self-production model: the Company purchases
fabrics and auxiliary materials and uses its own production capacity for production. This model is used
for the production of some tops and outerwear.
3) Sales and marketing online
The Company operates online and adopts a vertical sales model without intermediate steps, greatly
reducing the distribution cost, physical rentals and staff cost of shopping stores etc, enabling cunsumers
to have the products at relatively low prices. Moreover, relying on Internet platforms and information
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RUMERE CO., LTD 2022 Annual Report
management systems, we can obtain instant feedback from consumers and make timely adjustments to
justify our product combinations and action plan, to improve the sales efficiency. In addition, the
Company has gradually formed a qualified live streaming team. Through the Taobao account “Rumere”,
we perform livestream sales every week and make nearly half of the GMV by this way. The livestream
account has been followed by more than 6.4 million fans for the time being.
4) Warehousing and logistics model
The Company has a raw material warehouse and uses a self-developed WMS to store and manage
fabrics, auxiliary materials and yarns. The Company has built an intelligent warehousing and
distribution base that can meet the needs for warehousing and distributing over 12 million pieces of
clothing and accessory products. We outsource the warehousing of garments to BEST Inc. The
Company has realized real-time data interchange among OMS, BEST’s WMS system and SF Express’
OMS system, thus respond to new orders by sorting out goods and delivering them to end consumers
through SF Express in a timely manner.
(II) Market position of our products and key performance drivers during the Reporting Period
1. Market position of our products
Our main products are RUMERE branded clothing and apparel, in which women’s wear accounting
for 96% of income in 2022. We deem our products as mid-to-high-end. Firstly, we procure high-end
natural raw materials across the globe, including fine contton, cashmere and natural silk. Fine-spun
composite fabrics with frontier high-tech are also widely used in our products’ design and production,
while most brand retailers using similar materials in the clothing sector put themselves on high-end
and high-priced market segments, such as Erdos, Shanghai Silk in China and Loro Piana, Maxmara
globally. Secondly, we have a professional design and merchandising team with rich experience in
high-end clothing design and business knowhow, making our products hybrid RUMERE style
consistency and the fresh ideas in fashion world. In addition, we work with first tier processing
manufactories in China, which have been for long the key suppliers of some globle high-end brands.
Relying on e-commerce platforms (ALIBABA) and with the support of information management
systems, the Company enjoys benefit of significant advantages in creditworthiness, fan base, and
customer reputation.
2. Key performance drivers
The revenue is the operating result comprehensively impacted by customer’s pageviews, conversion
rate, average spend per customer, return rate, repeat purchase rate and other factors, while its
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RUMERE CO., LTD 2022 Annual Report
profitability also depends on such factors as gross margin (pricing multiplier), expense ratio, and sell-
through rate.
Customer’s pageviews is composed of natural consumer flow (arising from customers’ spontaneous
access to product information due to public praise, repeat purchases and other factors) and paid flow.
The methods to increase natural flow include impressing customers with product quality to encourage
repeat purchases or using brand promotion through other media to attract customers to access product
information spontaneously. To obtain consumer flow, the Company relies on accumulated promotional
experience to comprehensively design and execute promotional plans based on commodity attributes,
regions, time intervals and other factors, striving to achieve optimal ROI. Our experience of online
promotion enables us to continuously acquire and increase consumer flow at a reasonable cost.
In online retailing, a conversion rate depends on various factors such as visual presentation, product
description, and customer service. Visual design and live streaming presentation are important
competitive advantages for the Company in online retailing. We always keep an eye on new
technologies, platforms, and product presentation methods to increase conversion rate, which means
turn the consumer flow into a real shopping actions as many as possible.
Average spend per customer is related to product price and the number of items purchased per order.
The Company adheres to the principle of selecting global materials for product planning, strives to
differentiate products for strengthening our pricing ability, and also increases the gross profit rate
appropriately on the premise that customers can accept. The number of items purchased per order
depends on whether customers are willing to purchase our products. We showcase more product
combination schemes through livestream demonstrations and comprehensive visual displays to
increase the number of items purchased per order and improve the shopping experience.
Return rate and repeat purchase rate are directly related to product quality. The Company has always
regarded product quality as its lifeblood from designing and merchandising, material selecting, factory
screening, and quality control, resulting in relatively low return rate and high repeat purchase rate.
Our operating costs include sales, management, and research and development expenses, with sales
expenses consisting of promotion, storage and transportation costs. The promotion expense ratio
continued to increase in the past few years, which is consistent with the industry trend and reflects the
increasing competition in online retailing, and all competitors have to face this reality and trend, so we
must gain a competitive advantage by optimizing our promotion efficiency. Generally, storage and
transportation costs are linearly related to delivering volume, but like the upward trend in labor costs
across all industries, these costs have also seen an upward trend in the long run. Unlike traditional think,
22
RUMERE CO., LTD 2022 Annual Report
we believe that the rise in labor costs is beneficial for the long-term development of the consumer retail
industry because the increase in such cost represents improved consumers’ income level. The rise in
costs requires competitors to improve their operating efficiency, thereby contributing to the progress
and efficiency improvement of the entire industry.
Sell-through rate is a key indicator affecting the profitability of every retailer. A higher sell-through
rate means better cash flow, lower inventory redundancy costs, and stronger pricing ability. The
Company has always been committed to improving sell-through rates by combining in-stock and pre-
sale modes without affecting the customer shopping experience. We use a quick-response order
response mechanism and data-driven promotion methods to increase sell-through rate, reduce
inventory redundancy and pass on these cost savings to our customers, providing them with high-
quality and cost-effective products and achieving a virtuous cycle featuring high repeat purchase rate
and high sell-through rate.
The Company needs to comply with the disclosure requirements for “e-commerce business”
as stated in the “No. 4 Self-Discipline Supervision Guidelines of the Shenzhen Stock Exchange
for Listed Companies - GEM Industry Information Disclosure”:
Since its establishment, the Company has been deeply involved in the Taobao platform for many years
and sold the products under its self-owned women’s clothing brand “RUMERE” through three online
stores on Taobao and Tmall (“Rumere High-end Women’s Clothing - High-Quality & Cost-effective”,
“Rongmere Flagship Store”, and “Rumere Flagship Store”).
Our core operating data is recorded and kept by orders placed on Taobao, including the number of
buyers, total order amount, and the number of sub-orders; we rely on the information provided by
Internet platforms through their business insight software to obtain the data related to customers’
consumption behaviors, including pageviews, the number of visitors and new visitors. According to
the backend data provided by business insight software, our operating data for the Reporting Period
and for the same period of previous year are shown in the table below: The data shows that the
Company was under stable operation, and all core data show an overall upward trend.
Indicator Amount in 2022 Amount in 2021
Annual pageviews (in 10,000) 172,775.89 141,982.07
Annual visitors (in 10,000) 17,454.26 17,005.96
Annual new visitors (in 10,000) 9,593.86 9,602.83
Annual buyers (in 10,000) 329.36 267.44
Annual total order amount (in 317,671.66 218,508.39
RMB 10,000)
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RUMERE CO., LTD 2022 Annual Report
Sub-orders (in 10,000) 653.61 465.13
Per capita consumption 1.98 1.74
frequency
Note 1: The above data only involves our online store “Rumere High-end Women’s Clothing”, because the sales revenue of this store
accounts for 99.7% during the Reporting Period.
Note 2: The annual visitors and annual new visitors are calculated by summing up the daily data provided by the business insight
software.
Note 3: The difference between annual gross merchandise value (GMV) and main business revenue is caused due to the following
three reasons: 1) Customers fail to complete their payment on time after placing an order on the platform, and these transactions will be
automatically closed; 2) Customers cancel the order through the platform before the product is shipped; 3) Customers apply for and
complete a return before confirming receipt of and payment for the product.
III. Analysis of core competitiveness
1. Online retailing
With the development of the Internet in China and changes in consumers’ shopping habits, China has
seen an increasing proportion of online shopping in the retail industry. The advantages of no time and
space limitations and lower channel costs allow those retailers that use e-commerce platforms as their
main sales channels to have a wider development space. The Company relies on online channels and
adopts a vertical sales model without intermediate steps, greatly reducing the commodity circulation
cost and information communication cost, and enabling customers to purchase high-quality products
at relatively low prices. Moreover, relying on Internet platforms and information management systems,
the Company can obtain complete feedback information from consumers and make timely adjustments
to its own business strategies and product combinations. Since its establishment, the Company has
based itself on online retailing, and after many years of efforts, it has set up an online retailing team
with high-level business capabilities. The team has rich experience in online store operations, customer
service, marketing and promotion, and other important aspects of online retailing, ensuring that the
Company can flexibly adapt to changing trends in the online clothing retail industry and maintain its
online channel advantage. The Company has already established an influential brand image on Taobao
and formed a stable customer base over time, attracting great attention.
2. Design and merchandising
The Company has established a professional product design and merchandising team. Based on the
brand style and concept, the team closely follows current trends and strives to innovate and create new
product styles, and makes continuous efforts in optimizing our brand image and vitality. Planning is
the starting point for product development and design, promotion, and sales. We will analyze and
investigate the high-end clothing market and fashion trend in the planning stage to ensure that our
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RUMERE CO., LTD 2022 Annual Report
designs reflect the brand style and keep up with market trends. Additionally, our design and
merchandising team continues to conduct market research based on the development plan to determine
the design and merchandising direction of newly developed products. In addition to obtaining market
information, our planning department also analyzes global popular styles and colors, popularity of sub-
categories, sales status, and transaction data on online retailing platforms from different perspectives
to timely and accurately obtain consumer preferences and customer feedback. This helps to fully utilize
the rapid response capability of our supply chain and make timely adjustments to consumer needs and
keep optimizing the design and merchandising of new products. The Company is used to formulating
an annual development plan for its clothing brands, comprehensively considering overall strategic
planning, brand and product style positioning, annual business goals, market feedback and other factors
in the plan.
3. Information system
The Company operates business based on Internet platforms and attaches great importance to the
establishment and upgrade of management information systems, and over the years of continuous
improvement and updating, it has accumulated practical experience and established a series of systems
that talored for our operations. The Company has launched new product arrangement, supplier
settlement management, intelligent raw material management and other systems, all of which form a
basic information management system covering all business processes to achieve full coverage from
design and merchandising to production management, as well as sales data digitization from order
management to shipping management, resulting in a closed-loop information system among the
Company, customers, and suppliers, so as to form the information infrastructure for frequent update of
online products and small orders based repeat purchases.
4. Supply chain management
Relying on its sales channels based on Internet platforms, the Company can analyze transaction data
on e-commerce platforms and real-time order information in its information management system to
timely and accurately obtain consumer preferences, sales progress, customer feedback and other
information, and give full play to its matrix product team mechanisms and strong design and
merchandising capabilities to make timely adjustments to its product development plans based on
consumer needs and complete the design and merchandising of new products. Through long-term
cooperation and coordination with our suppliers, the Company has established a network of high-
quality suppliers covering all clothing categories, who meet the requirements for production capacity
and technique skill. Meanwhile, our self-owned factory features small-batch rapid production capacity
25
RUMERE CO., LTD 2022 Annual Report
to provide us with flexible product supply. The overall control over the supply chain ensures that small-
batch and high-frequency order demands can be met as soon as possible and the quality requirements
can also be satisfied. With the support of management information systems to collect and analyze
customer feedback, the design and merchandising team working efficiently on product development,
and fast-response supply chain network, the Company is able to make available online its new products
three times a week to timely meet consumer demands and help consumers to develop a habit of visiting
our online stores, further enhancing customer loyalty. Moreover, our systems are connected to ensure
that we can timely obtain the data on how many products are purchased by each consumer and whether
they are satisfied with our product and service as well as other consumer data, and feed these data back
to related departments, so that the Company can understand and satisfy consumer needs timely and
make quick adjustments accordingly, such as accepting more orders or launching similar hot-selling
products, to form a virtuous cycle for its business.
5. Customer service
The company can provide better customer experience by virtue of the new model of online retailing.
Relying on Internet platforms (ALIBABA), the Company can make available online its new products
several times a week to timely meet consumer demands. At the same time, highly developed online
payment, and express and logistics as part of online retailing infrastructure, also provide convenience
for customer payments and try-ons. By selling products online, the Company can obtain consumer
feedback more timely and completely. By obtaining real-time sales information from online platforms,
the Company ensures that consumers’ browsing frequency for each style of garments, their purchase
quantity, satisfaction level and other data can be timely fed back to the Company, enabling us to make
quick adjustments accordingly, such as accepting more orders or launching similar hot-selling products,
and to timely understand and satisfy consumer needs. Additionally, our online stores are always ready
to provide customer service on a 7×24 basis throughout the year, where any consumer can purchase
our products at any time, creating a more convenient shopping environment and fully meeting customer
demands.
6. Business expansion
We always regard innovative supply chain based on real and effective customer demands as the service
philosophy we should adhere to. As primary decision-makers for consumption, our customers may
have other shopping needs for other products than clothing and apparel when shopping online or
through live streaming. The Company makes full use of the characteristics of information release by
Internet platforms to provide customers with high-quality products and services in multiple categories.
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RUMERE CO., LTD 2022 Annual Report
In 2022, the Company launched products such as Song brocade (a sophisticated ancient way to make
silk brocade from Song dynasty, , which are known as materials of intangible cultural heritage), high-
end pearl accessories (Akoya pearl), and home textiles, and all achieved the sales beyond our
expectations. Our capabilities in e-commerce operation, information system, supply chain management,
and customer service, which have been made available in the women’s wear retailing, have also been
well applied to more product categories and types. By using new products to satisfy customers’
diversified needs, we can not only improve their shopping experience, but also strengthen our brand
credibility and reputation, and our strong capability in business expansion has created a virtuous
interaction between customer base, high-quality products, and brand image.
IV. Analysis of main business
1. Overview
(I) Financial performance
In 2022, in the face of a downturn in the industry and severe challenges to production and end logistics,
all of our employees worked together to achieve growth against the trend, with a total revenue of RMB
949 million for the year, a year-on-year increase by 8.77%, and a net profit of RMB 167 million, a
year-on-year increase by 2.68%. Our overall operating income and profitability maintained a growth
trend.
Looking at financial performance by quarter, it can been that the performance in the first and second
quarters of 2022 was inferior to the same period of previous year, because in the first half of the year,
our supply chain was affected by external factors, mainly reflected in (1) the increased uncertainty of
production schedules at cooperative factories, resulting in delayed delivery of pre-sold goods and
customer cancellations; (2) local blocking in sales-side logistics distribution, resulting in failure to
deliver goods to end customers on schedule. Most severe impact was seen in Shanghai and Jilin, where
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RUMERE CO., LTD 2022 Annual Report
the sales accounted for over 16% in the same comparable period of previous year, imposing a
substantial negative impact on the overall business. In the third quarter, as some of the negative factors
mentioned above got weaker, our performance resumed a strong growth trend, with year-on-year
growth rates for operating income and net profit both exceeding 70%. In the fourth quarter, the growth
rate of operating income and net profit slowed down month-on-month but increased slightly year-on-
year, mainly because during the “1212” period, a peak season for the e-commerce industry, our
production supply chain and end logistics distribution were once again challenged, leading to
restrictions in receiving and delivering goods, total shipment lower than expectations, and on the other
hand, the demand decline in consumer markets also caused a negative impact to our sales.
During the Reporting Period, the growth in net profit was lower than that in operating income, mainly
due to the decline in gross profit margin and the increase in asset impairment losses. The gross profit
margin declined due to changes in sales matrix caused by market demand change. In addition, given
that the disturbances to our supply chain caused some products to be delivered late and that we therefore
missed the good timing to make new products available for being sold, the Company prudently
evaluated the future realizable value of our goods in stock and made provision for inventory impairment
following the principle of prudence.
(II) Business operations
In 2022 when we had to face the challenges posed by macroeconomic decline and shrinking market
demand in the retail industry, the Company operated steadily and actively prepared for the following
work during the Reporting Period:
1、 Actively contributing to the construction of the Modern Manufacturing Service
Base to provide more intelligent services
During the Reporting Period, the first phase of our modern manufacturing service base project,
consisting of three intelligent manufacturing and logistics distribution workshops, was completed and
put into operation in the mid-year after being accepted. The newly built intelligent warehousing and
distribution zone covers an area of nearly 30,000 square meters and is provided with advanced
equipment such as automated assembly lines, and this zone can meet the needs for intelligent
warehousing and distribution of over 12 million clothing and accessory products. The new intelligent
manufacturing has been redesigned with industrial engineering layout and enhanced our independent
production capacity, helping us to form a more flexible supply chain and maintain the advantage of
small orders based repeat purchases. The newly provided intelligent after-sales processing area has
shortened the time for processing after-sales orders and improved the daily processing efficiency,
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RUMERE CO., LTD 2022 Annual Report
helping to speed up our inventory turnover. In addition, during the Reporting Period, structural topping-
out was completed for the R&D building in the Phase II, and when the building is completed, it will
improve design and merchandising, visual presentation, and management efficiency, and also provide
more optional scenarios for livestream sales and bring more product display choices to end customers.
2、 Continuously increasing investment in information technology improving to
increase operating efficiency
During the Reporting Period, the Company continued to improve information technologies in
accordance with the trend of digital development, making it more compatible with entire business
process of online retailing. As the modern manufacturing service base was put into operation, the
Company completed the research, development and commissioning of the dynamic inventory
management system, which, working together with the physical inventory management in the new
logistics center, improved the efficiency of raw material and finished product testing, acceptance, and
turnover, and increased the level of digital management. Customized development and the use of new
software for clothing pattern design have improved our efficiency and precision in design and template
making.
3、 Regularly livestreaming our promotion activities to accumulate fans base for the
brand
During the Reporting Period, the Company insisted on “content-driven” and “knowledge-driven”
patterns, and provided more than 50 livestreams on each Sunday and during the “1111” and “1212”
shopping festivals in a special form of “Rumere Classroom”; the sales generated from these livestreams
accounted for nearly 50% of the annual GMV, and our livestream account was followed by more than
6.4 million fans. Regular livestreams supported by platform helped consumers to develop their
shopping habits and also helped us to build up our fans base, leading to higher user loyalty and more
buyer retention. According to the data statistics by 3rd party database, the average consumption
frequency per consumer was 1.98 times during the Reporting Period, a 14% increase compared to the
same period of previous year.
4、 Expanding the operation team and consolidating the operating foundations
Given that online retailing works with traditional supply chains to realize more integrated and unified
business processes, more interdisciplinary talents with higher skill level are required. During the
Reporting Period, the company continued to make great efforts in the recruitment and training of
required talents, expanded the design and merchandising team and the sales and operation team as
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RUMERE CO., LTD 2022 Annual Report
appropriate, and formed a high-skilled and structurally-reasonable talent team through the “mentorship
system”, to meet the future demand for human resources.
2. Revenue and cost
(1) Composition of revenue
Composition of revenue
Unit: RMB
2022 2021
Proportio YoY changes
Proportion
Amount Amount n in
in revenue revenue
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RUMERE CO., LTD 2022 Annual Report
Total revenue 948,811,767.71 100.00% 872,310,059.47 100.00% 8.77%
By industry
Clothing 946,278,717.99 99.73% 870,586,236.29 99.80% 8.69%
Other 2,533,049.72 0.27% 1,723,823.18 0.20% 46.94%
businesses
By product
Tops 328,029,179.28 34.57% 315,530,868.12 36.17% 3.96%
Coats 217,453,325.21 22.92% 207,308,867.23 23.77% 4.89%
Pants 153,682,693.10 16.20% 154,572,981.86 17.72% -0.58%
Skirts and
113,325,747.28 11.94% 75,500,301.30 8.66% 50.10%
dresses
Fur 69,462,339.95 7.32% 48,316,635.64 5.54% 43.76%
Others 64,325,433.17 6.78% 69,356,582.14 7.95% -7.25%
Other 2,533,049.72 0.27% 1,723,823.18 0.20% 46.94%
businesses
By region
East China 460,992,533.23 48.59% 425,969,551.77 48.83% 8.22%
North China 163,440,527.42 17.23% 147,023,117.88 16.85% 11.17%
Southwest 86,722,866.43 9.14% 82,709,257.47 9.48% 4.85%
China
Central China 80,489,346.66 8.48% 76,560,581.40 8.78% 5.13%
Southern 73,592,409.08 7.76% 60,413,538.41 6.93% 21.81%
China
Northeast 45,396,886.89 4.78% 42,439,482.51 4.87% 6.97%
China
Northwest 35,560,601.61 3.75% 35,409,214.40 4.06% 0.43%
China
Others 83,546.67 0.01% 61,492.45 0.01% 35.86%
Other 2,533,049.72 0.27% 1,723,823.18 0.20% 46.94%
businesses
By sales model
Online 948,811,767.71 100.00% 872,310,059.47 100.00% 8.77%
(2) Industries, products, regions, or sales models that accounded for over 10% of the
Company’s revenue or operating profit
Applicable □ Not applicable
Unit: RMB
Gross YoY changes
Cost of YoY changes YoY changes
Revenue profit of gross profit
revenue of revenue cost of revenue
margin margin
By industry
Clothing 946,278,717.99 562,934,119.40 40.51% 8.69% 18.83% -5.08%
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RUMERE CO., LTD 2022 Annual Report
By product
Tops 328,029,179.28 202,220,530.82 38.35% 2.68% 12.32% -4.59%
Coats 217,453,325.21 128,369,290.11 40.97% 11.64% 16.97% -6.09%
Pants 153,682,693.10 82,771,023.17 46.14% 2.59% 7.78% -4.18%
Skirts and
113,325,747.28 68,111,675.60 39.90% -20.40% 71.57% -7.52%
dresses
Fur 69,462,339.95 44,928,447.32 35.32% 2.59% 71.61% -10.49%
Others 64,325,433.17 36,533,152.38 43.21% 5.44% -11.45% 2.69%
By region
East
460,992,533.23 274,926,232.68 40.36% 3.51% 18.48% -5.16%
China
North
163,440,527.42 96,014,105.24 41.25% 3.09% 21.13% -4.84%
China
Southwes
86,722,866.43 51,941,606.03 40.11% 0.44% 14.58% -5.08%
t China
Central
80,489,346.66 48,385,649.88 39.89% 3.15% 15.23% -5.26%
China
Southern
73,592,409.08 43,648,606.93 40.69% 1.01% 32.80% -4.91%
China
Northeast
45,396,886.89 26,974,684.85 40.58% -5.92% 17.23% -5.20%
China
Northwes
35,560,601.61 20,997,592.76 40.95% -0.71% 9.50% -4.90%
t China
Others 83,546.67 45,641.03 45.37% -26.35% 41.52% -2.19%
By sales model
Online
946,278,717.99 562,934,119.40 40.51% 2.26% 18.83% -5.08%
sales
Where the statistical standards for the Company’s principal business data were adjusted in the reporting
period, principal business data of the Company in the recent year adjusted as per statistical standards
at the end of the reporting period
□ Applicable Not applicable
(3) Whether the Company’s goods sales income is greater than the labor service income
Yes □ No
Industry Item Unit 2022 2021 YoY changes
(in 10,000
Sales volume 259.49 237.53 9.24%
pcs)
Production (in 10,000
Clothing volume 265.75 280.31 -5.19%
pcs)
Products in (in 10,000
stock 114.10 109.68 4.03%
pcs)
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RUMERE CO., LTD 2022 Annual Report
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
Product classification
Unit: RMB
2022 2021
Proportion Proportion YoY
Product Item changes
Amount in cost of Amount in cost of
revenue revenue
Operating
Tops 202,220,530.82 35.92% 180,047,241.06 38.01% 12.32%
cost
Operating
Coats 128,369,290.11 22.80% 109,749,750.15 23.17% 16.97%
cost
Operating
Pants 82,771,023.17 14.70% 76,795,975.11 16.21% 7.78%
cost
Skirts Operating
and cost 68,111,675.60 12.10% 39,698,740.34 8.38% 71.57%
dresses
Operating
Fur 44,928,447.32 7.98% 26,180,949.49 5.53% 71.61%
cost
Operating
Others 36,533,152.38 6.49% 41,255,638.32 8.71% -11.45%
cost
(6) Whether there are changes to the consolidated scope during the reporting period
□Yes No
(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) 3,111,617.35
Proportion of sales to top five customers in total annual sales 0.33%
Proportion of sales to related party among the top five
customers in total annual sales 0.00%
33
RUMERE CO., LTD 2022 Annual Report
Information of the top five customers of the Company
Proportion in total
No. Name of customer Sales amount (RMB) annual sales
1 Customer A 763,874.18 0.08%
2 Customer B 639,527.33 0.07%
3 Customer C 581,633.01 0.06%
4 Customer D 566,375.20 0.06%
5 Customer E 560,207.63 0.06%
Total -- 3,111,617.35 0.33%
Other description of major customers
□ Applicable Not applicable
Major suppliers of the Company
Total purchase amount from the top five suppliers (RMB) 50,098,379.30
Proportion of the total purchase amount from the top five
suppliers in total annual purchase amount 13.03%
Proportion of purchase amount from related parties among the
top five suppliers in total annual purchase amount 0.00%
Information of the top five suppliers of the Company
No. Name of supplier Purchase amount Proportion in total
(RMB) annual purchase
amount
1 Supplier A 12,574,190.04 3.27%
2 Supplier B 11,271,250.52 2.93%
3 Supplier C 9,730,378.80 2.53%
4 Supplier D 8,619,850.37 2.24%
5 Supplier E 7,902,709.57 2.06%
Total -- 50,098,379.30 13.03%
Other description of major suppliers
□ Applicable Not applicable
3. Expenses
Unit: RMB
YoY Description of significant
2022 2021 changes changes
Selling
and 124,929,882.78 122,154,942.67 2.27%
distributio
n expenses
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RUMERE CO., LTD 2022 Annual Report
General
and
administra 37,502,995.96 32,048,418.28 17.02%
tive
expenses
The main reason for this
significant change was a year-
Finance on-year increase in interest
costs -8,135,107.69 1,691,525.24 -580.93% income generated by the
Company’s cash management
using its idle funds during the
Reporting Period
The main reasons for this
significant change include: (1)
an increase in per capita salary
and number of employees to
retain and attract design and
R&D
46.63% merchandisinginformation (2)
talents; and
expenses 20,266,745.83 13,821,826.16 an increase in
system design and
development expenses due to
ongoing implementation of
information technology
improving projects.
4. R&D investment
Applicable □ Not applicable
35
RUMERE CO., LTD 2022 Annual Report
Name of Expected impact
key R&D Objective Progress Expected goals on our future
projects development
By continuing to
innovate in design
and merchandising,
To develop a variety of to form a model
product styles that follow featuring frequent Continuously
current trends and consumer online provision of
Clothing improve our
preferences based on the new products and
design and brand style and concept, and Ongoing brand influence
large numbers of
R&D and core product
to comprehensively improve SPUs to enhance competitiveness
our brand image and product customer loyalty and
competitiveness lay a solid
foundation for brand
image and customer
base.
To strengthen our capabilities
in the management of design, To set up an
procurement, production, Realize refined
information
warehousing, logistics, sales, management,
management system
Information and after-sales service and to help improve
that fits the full
technology improve the overall Ongoing operating
business process in
improveme management of our efficiency, and
our new retail
nt information technologies by continuously
business model to
establishing an information improve our
help improve
management system to competitiveness
operating efficiency
support our future business
development
R&D personnel
2022 2021 Change
Number of R&D
personnel 67 48 39.58%
Proportion of R&D
personnel 15.06% 12.03% 3.03%
Education background of R&D personnel
Bachelor’s degree 18 15 20.00%
Master’s degree 4 3 33.33%
Associate degree 13 8 62.50%
Others 32 22 45.45%
Age range of R&D personnel
Under 30 years old 17 14 21.43%
30-40 years old 26 19 36.84%
Above 40 years old 24 15 60.00%
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RUMERE CO., LTD 2022 Annual Report
R&D investment amount and its proportion to operating income in the past three years:
2022 2021 2020
R&D investment amount (RMB) 20,266,745.83 13,821,826.16 12,060,271.28
Proportion of R&D investment to
operating income 2.14% 1.58% 1.42%
Amount of capitalized R&D expenses
(RMB) - - -
Proportion of capitalized R&D expenses
to R&D investment - - -
Proportion of capitalized R&D expenses
to current net profit - - -
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
5. Cash flow
Unit: RMB
YoY
Item 2022 2021 changes
Sub-total of cash inflow from operating
activities 1,090,880,492.87 998,258,401.94 9.28%
Sub-total of cash outflow from operating
activities 965,571,472.21 994,055,619.46 -2.87%
Net cash flows from operating activities 125,309,020.66 4,202,782.48 2,881.57%
Subtotal of cash inflows from investing
activities 5,998,982,635.85 1,447,948,857.81 314.31%
Sub-total of cash outflows from investing
activities 6,308,601,094.72 2,830,105,163.06 122.91%
Net cash flows from investing activities -309,618,458.87 -1,382,156,305.25 -77.60%
Subtotal of cash inflows from financing
activities 1,750,720,000.00 -100.00%
Subtotal of cash outflows from financing
activities 43,796,832.37 24,988,877.77 75.27%
Net cash flows from financing activities -43,796,832.37 1,725,731,122.23 -102.54%
Net increase / (decrease) in cash and cash
equivalents -228,106,270.58 347,777,599.46 -165.59%
37
RUMERE CO., LTD 2022 Annual Report
Major influencing factors for significant YoY changes in relevant data
Applicable □ Not applicable
1. The reasons for a significant increase in net cash flow from operating activities compared to the
same period of previous include the increase in revenue and the reduction in purchases during the
Reporting Period.
2. The reasons for a significant increase in net cash inflow and outflow from investing activities
compared to the same period of previous year, and the change in net cash flow from investing activities
include the Company’s cash management of idle funds and its subscription and redemption of wealth
management products during the Reporting Period.
3. The reason for a significant decrease in net cash inflow from financing activities compared to the
same period of previous year is the issuance of new shares to raise funds in the same period or previous
year; the reason for a significant increase in net cash outflow from financing activities is the distribution
of cash dividends to shareholders during the Reporting Period. These two factors led to a significant
decrease in net cash flow from financing activities compared to the same period of previous year.
4. The reasons for a significant decrease in net increase in cash and cash equivalents compared to the
same period of previous year include increased collected payments for sales, subscription and
redemption of wealth management products, cash dividends and other factors during the Reporting
Period.
Reasons for significant difference between net cash flow from operating activities during the Reporting
Period and net profit for current year
□ Applicable Not applicable
V. Analysis of Non-principal Businesses
□ Applicable Not applicable
VI. Analysis of Assets and Liabilities
1. Significant changes in the composition of assets
Unit: RMB
End of 2022 Beginning of 2022
Proporti Description of
Proporti Proporti on significant
Amount on in Amount on in changes changes
total total
38
RUMERE CO., LTD 2022 Annual Report
assets assets
Cash and
cash 442,675,454.71 16.32% 370,350,218.44 14.58% 1.74%
equivalents
Inventory 361,661,336.69 13.33% 334,730,692.42 13.18% 0.15%
This significant
change was caused
by the completion
of Phase I -
Modern
Fixed assets 178,412,503.35 6.58% 23,355,708.60 0.92% 5.66%
Manufacturing
Service Base
Project and its
transformation to a
fixed asset.
This significant
change was caused
by the completion
of Phase I -
Modern
Manufacturing
Construction Service Base
52,063,773.07 1.92% 120,172,916.03 4.73% -2.81%
in progress Project and its
transformation to a
fixed asset as well
as the
commencement of
construction for
Phase II.
This significant
change was caused
by the relocation of
our warehousing
operation center to
the self-built
Right-of-use Modern
1,194,865.27 0.04% 1,914,403.81 0.08% -0.04%
assets Manufacturing
Service Base and
the original office
space lease contract
no longer being
renewed during the
Reporting Period.
Lease
299,758.27 0.01% -0.01%
liabilities
Financial
assets held- 1,318,197,593.83 48.59% 1,578,499,788.80 62.15% -13.56%
for-trading
Non-current Mainly consisting
assets of financial
maturing 151,075,205.48 5.57% - - 5.57% products purchased
within one with idle self-
year owned funds
Other non- Mainly consisting
100,115,890.41 3.69% - - 3.69%
current of financial
39
RUMERE CO., LTD 2022 Annual Report
financial products purchased
assets with idle self-
owned funds
Advances to
58,815,621.48 2.17% 60,061,520.25 2.36% -0.19%
suppliers
Mainly referring to
the payments for
the Modern
Manufacturing
Accounts
93,606,271.18 3.45% 55,762,163.05 2.20% 1.25% Service Base
payable
project that had not
been settled at the
end of the
Reporting Period
High proportion of overseas assets
□ Applicable Not applicable
2. Assets and liabilities measured at fair value
Applicable □ Not applicable
Unit: RMB
Accumulate
Gain or loss on
d gain or Provision for Purchase
fair value
loss on fair impairment amount in Sales amount in
changes Other
Item Beginning balance value recognized in the the Reporting Ending balance
recognized in changes
changes the Reporting Reporting Period
the Reporting
recognized Period Period
Period
in equity
Financial assets
1. Financial
assets held-
for-trading
5,190,550,0 5,498,982,635.8
(excluding 1,578,499,788.80 48,130,440.88 1,318,197,593.83
00.00 5
derivative
financial
assets)
250,000,00
Others 1,191,095.89 251,191,095.89
0.00
Total of the 5,440,550,0 5,498,982,635.8
1,578,499,788.80 49,321,536.77 1,569,388,689.72
above 00.00 5
Financial
liabilities
Other changes
No
Whether there was any significant change in the measurement attributes of our major assets during the
Reporting Period?
40
RUMERE CO., LTD 2022 Annual Report
□Yes No
3. Restriction of asset rights at the end of the reporting period
Not applicable.
VII. Analysis of Investment
1. Overviw
Applicable □ Not applicable
Rumere Modern Manufacturing Service Base, one of our projects under construction, broke ground on
March 15, 2021. In this project, three intelligent manufacturing, logistics and distribution workshops
in Phase I were officially put into operation in the second half of 2022; the foundations of Phase II was
constructed from December 2021, and this phase was expected to be officially put into operation in
2023.
Investment amount during the
Investment amount during the
Reporting Period (RMB) same period of previous year Change
(RMB)
87,603,230.20 111,663,638.06 -21.55%
2. Major equity investment during the reporting period
□ Applicable Not applicable
3. Major non-equity investment during the reporting period
Applicable □ Not applicable
Unit: RMB
Reasons for
Cumulative Cumulative
failure to
actual realized
Investment reach
Whether it was investment returns as of Disclosure Disclosure
Project Investment Involved amount during Source of Project Expected planned
an investment amount as of the end of date (if index (if
name method industry the Reporting funds progress returns progress
in fixed assets the end of the the any) any)
Period and
Reporting Reporting
expected
Period Period
returns
Modern
Not Not
Manufacturi Self- Not Not
Yes Clothing 87,603,230.20 207,776,146.23 Fundraising 83.10% applicabl applicabl
ng Service construction applicable. applicable.
e. e.
Base Project
Total -- -- -- 87,603,230.20 207,776,146.23 -- -- -- -- --
41
RUMERE CO., LTD 2022 Annual Report
4. Financial assets investment
(1) Security Investment
Applicable □ Not applicable
Unit: RMB
42
RUMERE CO., LTD 2022 Annual Report
Accum
ulated
gain or
Accoun
Gain or loss on loss on
Stock ting Gains or losses Accoun
Stock Initial investment Beginning book fair value changes fair Purchase amount in Sales amount in the Source
Type abbrevi measur during the Ending book value ting
code cost value recognized in the value the Reporting Period Reporting Period of funds
ation ement Reporting Period item
Reporting Period changes
model
recogni
zed in
equity
Not Not Fair value Trading
Othe Fundraisin
applica applica 934,370,000.00 measurem 935,247,369.78 4,044,655.56 4,340,920,000.00 4,342,290,000.00 36,607,020.04 937,044,655.56 financia
rs g
ble. ble. ent l assets
Not Not Fair value Trading Self-
Othe
applica applica 639,630,000.00 measurem 643,252,419.02 5,818,143.75 799,630,000.00 1,114,260,000.00 11,188,626.32 330,818,143.75 financia owned
rs
ble. ble. ent l assets funds
Trust Not Not Fair value Trading Self-
prod applica applica measurem 334,794.52 50,000,000.00 334,794.52 50,334,794.52 financia owned
uct ble. ble. ent l assets funds
Trust Not Not Fair value Self-
prod applica applica measurem 1,075,205.48 150,000,000.00 1,075,205.48 151,075,205.48 Others owned
uct ble. ble. ent funds
Other
Trust Not Not Fair value non- Self-
prod applica applica measurem 115,890.41 100,000,000.00 115,890.41 100,115,890.41 current owned
uct ble. ble. ent financia funds
l assets
Total 1,574,000,000.00 -- 1,578,499,788.80 11,388,689.72 5,440,550,000.00 5,456,550,000.00 49,321,536.77 1,569,388,689.72 -- --
Date of the
announcement of the
Board of Directors
October 26, 2022
for approval of
investment in
securities
Date of the
announcement of the
Board of
Shareholders for November 15, 2022
approval of
investment in
securities (if any)
(2) Derivative Investment
□ Applicable Not applicable
The Company did not invest in derivatives during the reporting period.
5. Use of proceeds
Applicable □ Not applicable
43
RUMERE CO., LTD 2022 Annual Report
(1) Overall use of proceeds
Applicable □ Not applicable
Unit: RMB 10,000
Total
amount
Cumul
of
ative Proportio
raised
total n of
funds
amount cumulati
which
of ve total Purpose
Total amount were Amount of
Cumulative raised amount and
Fundra Total amount of raised used Total amount raised funds
Year of total amount funds of raised allocation
ising of raised funds used in for of raised idle for
fundraising of raised which funds of raised
method funds the Reporting other funds unused more than
funds used were which funds
Period purpos two years
used were unused
es
for used for
during
other other
the
purpos purposes
Reporti
es
ng
Period
Some of
raised funds
unused and
temporarily
idle were
used to
Issuanc purchase
e of wealth
2021 173,267.89 38,227.87 83,569.20 93,715.29
new management
shares products
provided by
banks, and
the rest were
stored in a
special
account
Total -- 173,267.89 38,227.87 83,569.20 93,715.29 --
Description on overall use of proceeds
Approved by Shenzhen Stock Exchange, the Company provided initial public offering of 57 million ordinary shares (A shares) in RMB at an issue price of
RMB 33.16/share according to the CSRC’s Reply on Agreeing on the Initial Public Offering and Registration of the Shares of Rumere Co., Ltd. (Z.J.X.K.
[2021] No. 2597), raising a total of RMB 1,890.12 million, and the actual net amount of raised funds was RMB 1,732.68 million after deducting relevant
issuance expenses. Whether the above-mentioned raised funds were put in place was audited and verified by RSM China (Special General Partnership), which
issued the Capital Verification Report on the Raised Funds of Rumere Co., Ltd. through Initial Public Offering (R.C.Y.Z [2021] No. 201Z0044). The Company
stored the raised funds in a special account, and signed a Three-Party Supervision Agreement for Raised Funds with the sponsor institution and the bank where
the special account was opened.
Based on the progress of investment projects with raised funds, the Company cumulatively invested RMB 181.32 million of raised funds, and the permanent
supplement to working capital with excess funds was RMB 654.372 million, and the net amount of returns and interest income from the special account for
raised funds management was RMB 39,767,800 when deducting the service charge. As of December 31, 2022, the balance in the special account for raised
funds totaled RMB 937.1529 million. The reason for the difference between the total expected balance and the actual balance was that the issue expenses of
RMB 398,200 were paid from an account other than that for raised funds.
44
RUMERE CO., LTD 2022 Annual Report
(2) Projects committed with proceeds raised
Applicable □ Not applicable
Unit: RMB 10,000
Whethe
Date
Promiss r any Investm Benef Cumula Whet Whethe
when
ory change Cumulativ ent its tive her r there
the
investm was Total e progress achie benefits the was any
Adjusted Investmen project
ent made to amount of investmen as of the ved achieve expec signific
total t amount reached
projects the promissory t amount end of durin d as of ted ant
investmen during the the
and project investment as of the the g the the end benefi change
t amount Reporting expecte
allocati (includi with raised end of the Reportin Repor of the ts in the
(1) Period d
on of ng funds Reporting g Period ting Reporti were feasibili
operatio
excess partial Period (2) (3) = (2) Perio ng achie ty of the
nal
funds changes / (1) d Period ved project
status
)
Promissory investment projects
1.
Modern
Not
Manufa Not Not
Year appl
cturing No 41,471.32 41,471.32 6,599.81 17,850.07 43.04% applic applic No
2023 icabl
Service able able.
e
Base
Project
2.
Design
and Not
Not Not
R&D Year appl
No 4,308.20 4,308.20 applic applic No
Center 2025 icabl
able able.
Constru e
ction
Project
3.
Informa
tion Not
Not Not
Technol Year appl
No 5,023.46 5,023.46 153.86 281.93 5.61% applic applic No
ogy 2025 icabl
able able.
Improv e
ement
Project
4.
Exhibiti
Not
on Not Not
Year appl
Center No 9,252.71 9,252.71 applic applic No
2025 icabl
Constru able able.
e
ction
Project
Subtota
l of
Not
promiss Not
appl
ory -- 60,055.69 60,055.69 6,753.67 18,132.00 -- -- applic -- --
icabl
investm able
e
ent
projects
Allocation of excess funds
45
RUMERE CO., LTD 2022 Annual Report
Exces
s
funds
with
No 45,285.00 45,285.00
undeci
ded
purpos
e
Supple
mentary
working -- 67,927.20 67,927.20 31,474.20 65,437.20 96.33% -- -- -- -- --
capital
(if any)
Subtota
l of
allocate 113,212.2
-- 113,212.20 31,474.20 65,437.20 -- -- -- --
d 0
excess
funds
173,267.8
Total -- 173,267.89 38,227.87 83,569.20 -- -- -- --
9
Explanati
on of
why the
planned
progress
and
expected
benefits
were not
The implementation of the Design and R&D Center Construction Project, the Information Technology Improvement
achieved
Project, and the Exhibition Center Construction Project has been affected by objective factors such as domestic
for each
macroeconomic environment and market conditions, resulting in a delay in investment progress compared to expectations,
project
and failure to reach the planned usable state within the planned time frame. In light of these circumstances, the Proposal
(includin
on Re-evaluating Some Investment Projects with Raised Funds and Changing Implementation Methods, Implementers,
g reasons
Internal Investment Structures, and Postponement was reviewed and approved at the Fourth Meeting of the Second Board
for
of Directors, and the Board agreed that, taking into account the actual construction and investment progress of current
selecting
projects, the desired usable date of the aforementioned projects will be extended to October 2025, and agreed to submit
“not
this proposal to the Company’s 2022 Shareholders’ Meeting for review and approval.
applicabl
e” for
“whether
the
expected
benefits
were
achieved
”)
Significa
nt
changes
in the Not applicable.
feasibilit
y of the
project
Amount, Applicable
purpose, In October 2021, the Company actually raised net funds of RMB 1,732.6789 million by public offering of stocks, including
and use excess funds of RMB 1,132.122 million.
46
RUMERE CO., LTD 2022 Annual Report
of excess 1. On November 15, 2021, the 10th meeting of the 1st Board of Directors and the 10th meeting of the 1st Board of
funds Supervisors were held; on December 3, 2021, the 2nd extraordinary general meeting of shareholders in 2021 was held, at
which the Proposal on the Permanent Supplement to Working Capital with Part of Excess Funds was approved, agreeing
that the Company could use part of the excess funds, i.e. RMB 339.636 million, as the permanent supplement to working
capital. Please refer to the Announcement on the Permanent Supplement to Working Capital with Part of Excess Funds
(Announcement No.: 2021-004) disclosed by the Company on www.cninfo.com.cn on November 16, 2021.
2. On October 26, 2022, the 3rd meeting of the 2nd Board of Directors and the 3rd meeting of the 2nd Board of Supervisors
were held; on November 15, 2022, the first extraordinary general meeting of shareholders in 2022 was held, at which the
Proposal on the Permanent Supplement to Working Capital with Part of Excess Funds was approved, agreeing that the
Company could use part of excess funds, i.e. RMB 339.636 million, as the permanent supplement to working capital.
Please refer to the Announcement on the Permanent Supplement to Working Capital with Part of Excess Funds
(Announcement No.: 2022-034) disclosed by the Company on www.cninfo.com.cn on October 27, 2022.
As of December 31, 2022, the cumulative amount of excess funds used to permanently supplement working capital was
RMB 654.372 million. As of the date when the Report was disclosed, the cumulative amount of excess funds used to
permanently supplement working capital was RMB 679.272 million.
Changes
in the
impleme
ntation
location
of the
Not applicable.
investme
nt
projects
with
raised
funds
Adjustme
nts in the
impleme
ntation
method
of the
Not applicable.
investme
nt
projects
with
raised
funds
Early
investme
nt and
replacem
ent
regarding
the Not applicable.
investme
nt
projects
with
raised
funds
Temporar
y
Not applicable.
suppleme
nt to
47
RUMERE CO., LTD 2022 Annual Report
working
capital
with idle
raised
funds
Amount
and
reasons
for
surplus
raised
Not applicable.
funds in
the
impleme
ntation of
the
project
Purpose
and
As of December 31, 2022, the Company had used RMB 933 million of idle raised funds to purchase wealth management
allocatio
products from banks. The remaining unused raised funds are stored in a special account opened by the Company for raised
n of
funds and will be used for subsequent payments for investment projects. The Company will properly use the remaining
raised
raised funds as needed.
funds
unused
Issues or
other
situations
in the use
and Not applicable.
disclosur
e of
raised
funds
(3) Change in the use of proceeds
□ Applicable Not applicable
The Company did not change the use of proceeds during the reporting period.
VIII. Major Asset and Equity Sales
1. Sale of major assets
□ Applicable Not applicable
The Company did not sell major assets during the reporting period.
2. Sale of major equities
□ Applicable Not applicable
48
RUMERE CO., LTD 2022 Annual Report
IX. Analysis of Main Holding and Joint-stock Companies
Applicable □ Not applicable
Major subsidiaries and partially-owned companies that each accounted for over 10% of the net profit
of the Company
Unit: 10,000 RMB
Company Type Main Registered Total Net Operating Operating Net
name business capital assets assets income profit profit
Brand
Shanghai Subsidia managem 100.00 5,749.84 5,323.65 3,854.20 2,559.04 1,918.98
Rumere ry ent
Acquisition and disposal of subsidiaries during the Reporting Period
□ Applicable Not applicable
Information on major controlled or partially-owned companies
No
X. Structured entities controlled by the Company
□ Applicable Not applicable
XI. Outlook of the Company’s Future Development
(I) Industry landscape and trend
1. The fashion retail industry has been reshaped by the rapid development of digital
economy, and the sustained growth of online retailing is a long-term trend
As the digital economy blooms, the retail industry has benefited from the progress and application of
online digital technologies, and has ushered in better development opportunities. In particular, the
development of 5G, Wifi and other technologies has greatly improved the speed and breadth of
information transmission in the mobile Internet era, and also brought more consumers to the online
era based on information infrastructure, and the number of mobile Internet users has exceeded 1.2
billion. Technological advancements have profoundly changed the way, speed, scope, and content
regarding information acquisition, and reshaped the supply chain of most industries, including the
clothing industry. Online retailing’s rapid growth has become a long-term trend within the sector.
49
RUMERE CO., LTD 2022 Annual Report
Relying on online retail platforms and eliminating the circulation process required for distributors
and offline stores, online retailing can offer more benefits to end consumers compared to conventional
stores, reflecting our strategic advantage in cost reduction.
At the same time, online retailing has a vertical layout, and with the help of IT system, it can obtain
real-time feedback from end consumers, forming a business model known for fragment orders, quick
response, and frequent launch of new products. In recent years, the live streaming economy has
deepened the integration of online platforms and retail industry, making online retailing featured with
higher interactivity, diversity, and fewer time and space limitations. Online retailing enables direct
communication between sellers and buyers, making more efficient interaction and fluiding the
trasactions online. As a well-known online clothing brand operator in China, the Company has
worked on Taobao-based online business for more than 10 years, and seized the opportunity brought
up by live streaming in years, becoming one of practitioners who implemented reforms in the retail
industry.
2. Design and merchandising capabilities and brand image have been the core
competitiveness in the clothing industry, and become more and more important
Consumers put greater emphasis on brand value, fashion and other factors, making the success of
online clothing retailers more dependent on their capabilities in design and merchandising and brand
operation. Online clothing retailers consider design and merchandising as the core, properly combine
avant-garde design concepts, supply of high-quality raw materials, and impressive workmanship. By
continuously enhancing their product strength, they can make consumers more willing to purchase
their products. As people chase for better lifestyle and more sofisticate products, design and
merchandising capabilities and brand image will become more important. In addition, effective
product promotion is another important way for us to expand our customer base and shape our brand.
Operating on the digital platform, the Company can fully convey product information to potential
consumers through online retail platforms by such means as impressive page design, product graphics
and text, short videos, and live streaming, so as to encourage them to buy our products.
The Company impresses our customers with product quality, increases sales by online promotion and
word-of-mouth marketing, and achieves a virtuous cycle featuring purchases by new customer and
repurchases by old customers, accumulating many loyal customers and shaping a good brand image
for Rumere. The large number of loyal customers can reflect our comprehensive competitiveness,
and is a result of continuously strengthening our brand culture through long-term fine quality and
customer service to gain recognition and build up reputation.
50
RUMERE CO., LTD 2022 Annual Report
3. A new model of cooperation through integration has become a trend in the
clothing industry
China has seen relatively mature supply chain and supporting facilities for clothing production, and
a series of mature industrial clusters have been formed in coastal areas such as Jiangsu, Zhejiang, and
Guangdong, gathering a large number of yarn production, fabric and auxiliary material manufacturing,
and garment manufacturing factories with decades of experience, providing downstream brand
clothing retailers with qualified resources. Therefore, the Company adopts a production model that
outsources main production activities to first-tier manufacturers and is also supported by independent
production. In addition, the Company has maintained long-term partnership with major raw material
and processing suppliers, thereby improving the reliability of our outsourced production activities.
This production model based on outsourced production enables the Company to invest superior
resources in the core skill we accumulated through years.
As people can obtain more real-time information through the Internet in their daily life, the continuous
improvement of information transmission speed contributes to the globalization of fashion
information, making fashion trends more flattened, and global fashion consumption trends are
converging at an unprecedented pace. At the same time, global clothing industry chains are gradually
coordinated, leading to a trend of global cooperation in clothing design, fabric development, brand
operation, and distribution channels. In fabric selection and product design, the Company has fully
considered the latest fashion trends in other countries, and established deep cooperation with high-
quality fabric suppliers globally to provide consumers with differentiated products and form a
competitive advantage.
4. Mature third-party logistics enable e-retailers improve their storage and
distributing efficiency
As the rapid development of the e-commerce industry brings a rapid growth to the warehousing and
logistics industry, a group of highly-specialized and large-sized warehousing management and
logistics distribution companies have emerged and formed a relatively open and transparent service
and price system. Therefore, outsourcing warehousing and logistics activities to third-party
professionals has become a preferred choice for most e-retailers at a certain size. Additionally, as
related industries gradually mature, this trend of outsourcing warehousing and logistics process to
professional service providers in the e-commerce industry is expected to continue in the future.
BEST Inc. and SF Express are both our partners, responsible for warehousing and shipping our
garments, and for distributing and delivering our products, respectively. By working with these
51
RUMERE CO., LTD 2022 Annual Report
professional warehousing management and logistics distribution companies, the Company has
improved the management of warehousing and logistics, reduced warehousing and logistics costs,
and improved overall operating efficiency.
(I) Development strategy
The Company focuses on key part of in the clothing value chain as design and merchandising, supply
chain management, and online retailing, and outsources warehousing, logistics, and most of
production activities to qualified suppliers, forming a business model featuring independent design
and merchandising, controlled supply chain management, and retailing through online stores.
The Company is committed to providing consumers with comfortable, fashionable, high-quality, and
cost-effective products. The Company will continue to expand our business by using many years of
experience in online clothing retailing to develop cross-category, multi-platform, and multi-channel
businesses through the development of modern manufacturing service bases, design and R&D centers,
exhibition shops, information system upgrades and the improvement of talent training mechanisms.
We will expand our product categories beyond women’s wear to include women’s shoes, bags,
underwear, and accessories that are favored by female consumers. At the same time, we will take
advantage of the favorable condition that female consumers are the key decision-makers for family
purchase, increase the sales of men’s and children’s wear, and gradually launch household products,
accessories and jewelry, home textiles, and other products, making our brand a life style.
People have more fragmented time and more diversified interest in the digital era, which has given
rise to many online retailing platforms such as WeChat, Tik Tok, and Xiaohongshu. As a pioneer in
online clothing retailing, the Company will cooperate with these already-established platforms and
other potential emerging platforms in the medium and long term as a gradually mature and improved
brand to realize multi-platform development, and fully utilize the characteristics of each platform to
achieve synergy of marketing materials, integration of marketing communication, and optimization
of marginal utility.
In addition, exhibition shops will be established as an important supplement and physical support to
online retailing, and the Company will take it as an opportunity to enhance interaction with consumers,
acquire experience in online and offline combined retailing, gradually develop new markets, connect
physical shops to form a new retail model covering all channels, and enhance brand influence by
improving shopping experience.
(III) Business plan
52
RUMERE CO., LTD 2022 Annual Report
1. Actively contributing to the construction of the Modern Manufacturing Service
Base
During the Reporting Period, the Company built and put into operation intelligent manufacturing
shops and an intelligent distribution building, which can meet the needs for warehousing and
distributing over 12 million products, to further enhance its control over the supply chain. The
Company will continue to accelerate the construction of the R&D building in the Modern
Manufacturing Service Base Project, and when the building is completed, it will improve design and
merchandising, visual presentation, and management efficiency, and also provide more optional
scenarios for livestream sales and bring more product display choices to end customers.
2. Continuously strengthening our capabilities in product design and R&D
Capabilities in product design and R&D are important measures for us to enhance our core
competitiveness. We will increase our investment in product design and R&D to improve the software
and hardware facilities in the entire design system, and attract outstanding design talents to build a
diversified design talent system. We plan to build a multi-functional innovation center that integrates
product planning, design, and research and development to comprehensively improve our competitive
advantage in product design and R&D. By providing more software and hardware facilities and
recruiting more talents for our team, we will break through the bottlenecks due to lack of design
talents and restricted design capacity, enhance our capabilities in design and R&D innovation, and
seize the market opportunities to achieve a rapid growth in business scale. We will enhance our
capabilities in independent innovation by establishing a new design and R&D center to improve the
added value of our products and brand awareness, and enhance our comprehensive competitiveness
and market position.
3. Integration and upgrade of information systems
As a high-quality online clothing retailer, the Company has generally built up an MIS that covers all
business processes. With the continuous integration and innovation of traditional industries and
technologies, and the emergence of new technologies, new demands, new models, and new business
types, we will continue to upgrade and transform our information systems, strengthen our
management capabilities in design, procurement, production, warehousing, logistics, sales, and after-
sales services via the upgrade of ERP, warehousing and logistics management platforms and supplier
management systems, and the construction of data centers and intelligent warehouses, and improve
our overall quality of IT management to help to level up the operating efficiency.
53
RUMERE CO., LTD 2022 Annual Report
4. Actively developing more distribution channels and improving our brand image
Exhibition shops will be established as an important supplement and physical support to online
retailing, and the Company will take their establishment as an opportunity to enhance interaction with
consumers offline, accumulate experience in online and offline combined retailing, gradually develop
new markets, connect both to form a new retail model covering all channels, and enhance brand
influence by improving consumer experience. According to the Company’s current business
development and strategic planning in the future, we plan to set up exhibition shops. Our plan for
setting up online experience stores has been interrupted by external uncertainties in 2022, but we will
push forward this plan as appropriate according to the changes in objective conditions and our
business progress.
In addition, with the rapid development of mobile Internet based technologies and the flourishing of
new retail models, we will consider the multi-platform business as one of our long-term strategies,
striving to steadily promote the plan for cross-platform development at the appropriate time.
(II) Probable risks ahead of us
1. Risks caused by failure to be accurately aware of the changes in fashion trends
The fashion clothing industry is featured with fast-changing trends and consumer preferences. Current
consumers also have fast-changing demands for fashion trends and styles and are putting forward
more requirements for workmanship and fabric quality of clothing products. Due to fast iteration of
products in the clothing industry and constant changes in popular culture and fashion trends, market
players need to maintain their design and merchandising capabilities at all times and match them with
popular culture and consumer preferences. If we fail to be accurately aware of the changes in fashion
trends, fail to take the lead in or timely follow up on consumer preferences of the target group, or fail
to make timely and effective adjustments to product design and merchandising, we will not be able
to update or upgrade our design and merchandising capabilities to meet the fashion trends in the fierce
competition, and this may lead to weakened brand influence, decreased product sales, inventory
backlog, and profit decline, having an adverse impact on our business performance.
2. Risks caused by highly-centralized sales channels
During the Reporting Period, we realized our goals for sales revenue, and the sales revenue realized
through third-party platforms such as Taobao and Tmall accounted for more than 99% of our total
sales, indicating a high centralization of sales channels.
54
RUMERE CO., LTD 2022 Annual Report
Most online branded clothing retailers sell products and provide customer service through third-party
e-commerce platforms. However, if these platforms experience significant changes in their own
operations, business models, and operating strategies, or adjust related rules to make them
unfavorable to merchants, it may have an adverse impact on our business performance. In addition,
if the stable partnership between the Company and these third-party e-commerce platforms undergoes
a significant change in the future, such change may also have an adverse impact on our business
performance.
3. Risk of a decline in performance due to macro economy and other factors
Clothing is a kind of optional consumer products, and the growth of the clothing industry is closely
related to the macro economy. In the long run, the changes in the population size and structure in
China will accelerate a structural change in the consumer goods market, and China has seen a trend
in aging of consumer groups and a decrease in the number of young consumers. Given possible long-
term slowdown in economic growth, the decrease in economic vitality will change consumers’
income expectations, thereby reducing their motivation to purchase durable consumer goods,
including clothing, which may affect our future performance.
XII. Record forms for reception for investigators, communication, interviews and other
activities during the Reporting Period
□ Applicable Not applicable
No reception for investigators, communication, interviews or other activities were conducted during
the Reporting Period.
55
RUMERE CO., LTD 2022 Annual Report
Section IV Corporate Governance
I. Basic Situation of Corporate Governance
During the reporting period, the Company has constantly improved its corporate governance structure
and optimized its internal 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
implements them strictly. During the reporting period, the Company convened five general meetings
of shareholders. The calling and convening procedures, 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) The Company and its controlling 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. The controlling shareholder of the Company 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
circumstances of damaging the interests of the Company and other shareholders. 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.
(III) Directors and the Board of Directors
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RUMERE CO., LTD 2022 Annual Report
The Board of Directors of the Company currently comprises 5 directors, among which 2 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 overall 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.
(IV) Supervisors and the Board of Supervisors
The Board of Supervisors of the Company comprises 3 supervisors, among which 1 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 senior executives of the Company in their duty performance.
(V) 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.
(VI) 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.
57
RUMERE CO., LTD 2022 Annual Report
Whether there are significant differences between the Company’s actual status of corporate governance
and laws, administrative regulations and CSRC normative documents on the governance of listed
companies
□Yes No
There was no significant differences between Company’s actual conditions and 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.
1. 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.
2. In respect of personnel: Directors, supervisors and senior management of the Company have been
elected and appointed in strict accordance with 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 personnel
of the Company do not moonlight in the controlling shareholder or actual controller or other
companies controlled by them.
3. In respect of finance: The Company has set up an independent finance department equipped with
full-time financial personnel. It has 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
58
RUMERE CO., LTD 2022 Annual Report
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.
4. 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.
5. In respect of bsinesse: The Company is equipped with independent R&D design, procurement,
marketing 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.
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
Session of Date of Date of
meeting Type investor convening disclosure Resolutions of the meeting
participation
Deliberated and approved
all proposals. Details can
2021 be found in the
Annual Annual Announcement of
General May 13, May 13,
general 75.01% Resolutions of 2021 Annual
Meeting of 2022 2022
meeting General Meeting
Shareholder Shareholders
s (Announcement No: 2022-
021) on CNINFO
59
RUMERE CO., LTD 2022 Annual Report
(http://www.cninfo.com.cn
)
Deliberated and approved
all proposals. Details can
Extraordin be found in the
ary Announcement on
2022 First general Resolutions of 2022 First
Extraordina 75.04% November November
meeting of Extraordinary General
ry General 15, 2022 15, 2022
the Meeting (Announcement
Meeting shareholde No: 2022-040) on
rs 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. Arrangements for differentiated voting rights of the Company
□ Applicable Not applicable
VI. Governance of red-chip firms
□ Applicable Not applicable
VII. Particulars of Directors, Supervisors and Senior Management
1. Basic information
Increas Decrea
Other
Posit Number of e of se of Number of
Ge Start date End date change Reason
Na ion shares held at shares shares shares held at
Position nd Age of term of term s for
me statu the beginning during during the end of the
er of office of office (shares change
s of the Period the the period
)
period period
Incu
Guo M May 16, May 12,
Chairman mbe 43 25,200,000.00 25,200,000.00
Jian ale 2019 2025
nt
Director
Incu Fe
Wen & May 16, May 12,
mbe ma 42 25,200,000.00 25,200,000.00
Di General 2019 2025
nt le
Manager
Director,
Deputy
Yu General Incu
M May 16, May 12,
Qing Manager, mbe 40 2,800,000.00 2,800,000.00
ale 2019 2025
tao Board nt
Secretary
& CFO
Zhu Deputy Resi M 40 September Apr 25, 200,000.00 200,000.00
60
RUMERE CO., LTD 2022 Annual Report
Zhe General gned ale 10, 2019 2023
ngju Manager
n
Fang Incu
Independe M May 16, May 12,
Junx mbe 48
nt director ale 2019 2025
iong nt
Dua
Incu Fe
n Independe September May 12,
mbe ma 40
Guo nt director 10, 2019 2025
nt le
qing
Supervisor
Zha (Employee Incu
M September May 12,
ng representat mbe 35
ale 10, 2019 2025
Ke ive nt
supervisor)
Chairman
Qian of the Incu Fe
May 13, May 12,
Xiao Board of mbe ma 39
2022 2025
lan Supervisor nt le
s
Lu Incu Fe
May 13, May 12,
Liyi Supervisor mbe ma 45
2022 2025
ng nt le
Zha
Independe Resi M May 16, May 13,
ng 46
nt director gned ale 2019 2022
Lei
Chairman
Zho of the
Resi M March 23, May 13,
ng Board of 40
gned ale 2020 2022
Hai Supervisor
s
Supervisor
Shao (Employee
Resi M May 16, May 13,
Zhiy representat 29
gned ale 2019 2022
ang ive
supervisor)
To
-- -- -- -- -- -- 53,400,000.00 53,400,000.00 --
tal
Whether there is any resignation of directors and supervisors or dismissal of senior management within
their term of office during the reporting period
□ Yes No
Changes in directors, supervisors and senior management of the Company
Applicable □ Not applicable
Name Position Type Date Reason
Resigned
Zhang Independent upon expiry Resigned upon expiry of
May 13, 2022
Lei director of term of term of office
office
61
RUMERE CO., LTD 2022 Annual Report
Resigned
Zhu upon expiry Resigned upon expiry of
Zhengj Director May 13, 2022
of term of term of office
un office
Resigned
Chairman of
Zhong upon expiry Resigned upon expiry of
the Board of May 13, 2022
Hai of term of term of office
Supervisors office
Resigned
Shao Employee upon expiry Resigned upon expiry of
Zhiyan representative May 13, 2022
of term of term of office
g supervisor office
Chairman of
Qian Elected upon the change of
Xiaolan the Board of Elected May 13, 2022 board
Supervisors
Lu Elected upon the change of
Liying Supervisor Elected May 13, 2022 board
Employee
Zhang Elected upon the employees’
representative Elected May 13, 2022
Ke congress
supervisor
2. Main working experience
Professional background, main working experience and main current responsibilities of the Company’s
in-service directors, supervisors and senior management
Mr. Guo Jian, born in 1980, is of Chinese nationality and has no permanent residency abroad. Mr.
Guo holds a master degree from Tsinghua University. He has served multi-national company like
Glencore, British Petrol and Cargill as analyst or trader before he co-founded the Company and served
as an executive director. Since May 2019, he has been the Chairman of the Company.
Ms. Wen Di, born in 1981, is of Chinese nationality and has no permanent residency abroad. Ms.
Wen holds a master degree from Tsinghua University. She started the career with China Telecom and
then operated online store with the Rumere brand. In 2012, she co-founded the Company and served
as a supervisor; since May 2019, she has been the director and the General Manager of the Company.
Mr. Yu Qingtao, born in 1982, is of Chinese nationality and has no permanent residency abroad. Mr
Yu holds a master degree from Fudan University and the charter of CPA. He has served KPMG, an
audit frim, UAVM and EBA, well known PE firms and gained experieces with corporate finance and
capital market. He joined the Company in 2017 as a deputy general manager and CFO; since May
2019, he has been the director, Deputy General Manager, CFO, and the Board Secretary in the
Company.
62
RUMERE CO., LTD 2022 Annual Report
Mr. Fang Junxiong, born in 1974, is of Chinese nationality and has no permanent residency abroad.
Mr. Fang holds a doctor’s Degree from Fudan University. Since 2021, he has been a professor at
Zhejiang University of Finance and Economics; since March 2021, he has been the independent
director of Xinjiang Xiling Information Technology Co., Ltd.; and since May 2019, he has been the
independent director of the Company.
Ms. Duan Guoqing, born in 1982, is of Chinese nationality and has no permanent residency abroad.
Ms. Duan holds a master degree from Fudan University. Since 2004, she had served as a legal
specialist at Shenzhen Chenglin Sanitary Ware Co., Ltd., apprentice lawyer at Shanghai Nordi Law
Firm, and lawyer at Capital Equity Legal Group; since 2014, she has been a lawyer and partner at
Shanghai Shenhao Law Firm; since May 2019, she has been the independent director of the Company.
Mr. Zhang Ke, born in 1987, is of Chinese nationality and has no permanent residency abroad Mr.
Zhang holds a high school diploma. Since 2014, he has been a business manager of the Company;
since May 2019, he has been a supervisor of the Company.
Ms. Qian Xiaolan, born in 1983, is of Chinese nationality and has no permanent residency abroad.
Ms. Qian holds a bachelor degree. Since October 2014, she has been a product manager and business
manager of the Company.
Ms. Lu Liying, born in 1978, is of Chinese nationality and has no permanent residency abroad. Ms.
Lu holds a high school diploma. Since November 2011, she has been an assistant general manager of
the Company.
Positions in shareholder entities
Applicable □ Not applicable
Whether
receiving
Position
Name of remuneration
held in Start date of End date of
shareholder term of office term of office or allowance
Name entity shareholder
entity from
shareholder
entity
Suzhou Executive February 27,
Rumere director
Guo Jian 2017 No
Group Co., & General
Ltd. Manager
Suzhou February 27,
Wen Di Rumere Supervisor 2017 No
Group Co.,
63
RUMERE CO., LTD 2022 Annual Report
Ltd.
Description
on position
held in None
shareholder
entity
Positions in other entities
Applicable □ Not applicable
Whether
Position receiving
Name of other Start date of End date of remuneration
Name held in
entity term of office term of office or allowance
other entity
from other
entity
Executive
Suzhou Rumere Director & December 23, September 21,
Guo Jian Furniture Co., No
General 2019 2022
Ltd. Manager
Shanghai Rumere Executive January 6,
Guo Jian Model Agency No
director 2020
Co., Ltd.
Suzhou Rumere December 23, September 21,
Wen Di Furniture Co., Supervisor No
2019 2022
Ltd.
Shanghai Rumere January 6,
Wen Di Model Agency Supervisor No
2020
Co., Ltd.
Shanghai Yinzhi
Yu Cultural October 28,
Supervisor No
Qingtao Communication 2019
Co., Ltd.
Zhejiang
Fang University of Professor August 1, 2021 Yes
Junxiong Finance and
Economics
Xinjiang Xiling
Fang Information Independent March 26, March 25, 2024 Yes
Junxiong Technology Co., director 2021
Ltd.
Shanghai
Duan September 1,
Shenhao Law Partner Yes
Guoqing 2014
Firm
Penalties by regulatory authorities on the Company’s directors, supervisors and senior management
both incumbent and resigned during the reporting period in the last three years
□ Applicable Not applicable
64
RUMERE 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.
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: RMB 10,000
Whether
Total receiving
Positi remuneration
Gen remuneration
Name Position der Age on before tax
status from related
received from
the Company parties of the
Company
Guo Mal
Chairman 43 Incum 82.63 No
Jian e bent
Director & General Fem
Wen Di 42 Incum 82.63 No
Manager ale bent
Director, Deputy General
Yu Manager, Secretary of Mal 40 Incum 201.22 No
Qingtao the Board of Directors & e bent
CFO
Fang Mal
Junxion Independent director 48 Incum 12.17 No
e bent
g
Duan Fem
Guoqin Independent director 40 Incum 12.17 No
ale bent
g
Zhang Mal
Independent director 46 Resig 4.67 No
Lei e ned
Supervisor (Employee
Zhang Mal
Ke representative e 35 Incum
bent 43.49 No
supervisor)
65
RUMERE CO., LTD 2022 Annual Report
Qian Chairman of the Board of Fem 39 Incum 47.72 No
Xiaolan Supervisors ale bent
Lu Fem
Supervisor 45 Incum 29.45 No
Liying ale bent
Zhong Chairman of the Board of Mal 40 Resig 34.43 No
Hai Supervisors e ned
Shao Supervisor (Employee Mal
Zhiyan representative 29 Resig 27.80 No
e ned
g supervisor)
Zhu Mal
Zhengj Deputy General Manager 40 Resig 47.58 No
e ned
un
Total -- -- -- -- 625.96 --
VII. Performance of Duties by Directors during the Reporting Period
1. Board meetings during the reporting period
Session of Date of convening Date of disclosure Resolutions of the meeting
meeting
11th Meeting No proposal was rejected at the
of the First meeting. For details, please refer to
April 22, 2022 April 23, 2022
Board of the announcement on CNINFO
Directors (http://www.cninfo.com.cn).
1st Meeting of No proposal was rejected at the
the Second meeting. For details, please refer to
June 20, 2022 June 20, 2022
Board of the announcement on CNINFO
Directors (http://www.cninfo.com.cn).
2nd Meeting of No proposal was rejected at the
the Second meeting. For details, please refer to
August 26, 2022 August 29, 2022
Board of the announcement on CNINFO
Directors (http://www.cninfo.com.cn).
3rd Meeting of No proposal was rejected at the
the Second October 26, 2022 October 27, 2022 meeting. For details, please refer to
Board of the announcement on CNINFO
Directors (http://www.cninfo.com.cn).
2. Directors’ attendance to Board meetings and general meetings of shareholders
Directors’ attendance to Board meetings and general meetings of shareholders
Number Number Any
of Board of Board failure in Number
Number Number
meetings meetings Number attending of general
Name of of Board of Board
required attended in person sharehold
director meetings meetings of
to attend via absence for two er
attended attended
during the in person communi by proxy consecuti meetings
reporting cation ve attended
period methods meetings
Guo Jian 4 4 0 0 0 No 2
Wen Di 4 4 0 0 0 No 2
Yu
4 4 0 0 0 No 2
Qingtao
66
RUMERE CO., LTD 2022 Annual Report
Zhu 1 1 0 0 0 No 2
Zhengjun
Fang 4 4 0 0 0 No 2
Junxiong
Zhang 1 1 0 0 0 No 1
Lei
Duan 4 4 0 0 0 No 2
Guoqing
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.
IX. Particulars of the Special Committees under the Board of Directors during the Reporting
Period
Number
Important
of Other Specifics
Name of opinions
Member meeting Date of situations of of
committ Contents and
s s convening duty objections
ee suggestions
convene performance (if any)
raised
d
1st Guo Discussed and reviewed the All the
April 7,
Strategy Jian, 1 Proposal on the Strategic Planning proposals were None None
2022
Commit Wen Di, of Branches in 2021. agreed.
67
RUMERE CO., LTD 2022 Annual Report
tee Yu
Qingtao
1. Reviewed the 2021 Internal Audit
Work Report of the Company; 2.
Reviewed the Proposal on the 2022
Financial Budget Report; 3.
Reviewed the Proposal on the 2021
Internal Control Self-Evaluation
Fang
Report; 4. Reviewed the Proposal on
1st Junxion
the 2021 Annual Report and its All the
Audit g, Guo April 12,
1 Summary; 5. Reviewed the Proposal proposals were None None
Commit Jian, 2022
on the Special Report on the Storage agreed.
tee Zhang
and Actual Use of Raised Funds in
Lei
2021; 6. Reviewed the Proposal on
the 2022 Q1 Report; 7. Reviewed the
Proposal on the Engagement of the
Accounting Firm; 8. Reviewed the
Proposal on the Expected Daily
Related Party Transactions in 2022.
1. Reviewed the Proposal on the
Semi-annual Report 2022;
All the
August 16, Reviewed the Proposal on the
Fang proposals were None None
2022 Special Report on the Storage and
Junxion agreed.
2nd Actual Use of Raised Funds in the
g, Guo
Audit First Half of 2022
Jian, 3
Commit All the
and October 20, Reviewed the Third Quarter Report
tee proposals were None None
Duan 2022 2022
agreed.
Guoqing
Reviewed the Proposal on the Audit All the
December
Plan and Work Arrangement for the proposals were None None
28, 2022
2022 Annual Report agreed.
1st
Duan
Remune
Guoqing 1. Reviewed the 2021 General
ration All the
, Guo April 12, Manager’s Work Report; 2.
and 1 proposals were None None
Jian, 2022 Reviewed the 2021 Board of
Review agreed.
Zhang Directors’ Work Report.
Commit
Lei
tee
Zhang 1. Reviewed the Proposal on the
1st Lei, Election of Non-Independent
Nominat Guo Directors of the Second Board of All the
April 12,
ion Jian, 1 Directors; 2. Reviewed the Proposal proposals were None None
2022
Commit and on the Election of Independent agreed.
tee Duan Directors of the Second Board of
Guoqing Directors.
X. 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.
68
RUMERE CO., LTD 2022 Annual Report
XI. Employees of the Company
1. Number, profession and education level of employees
Number of in-service employees of the Parent Company at the
end of the reporting period 328
Number of in-service employees of the major subsidiaries at the
end of the reporting period 116
Total number of in-service employees at the end of the
reporting period 445
Total number of employees receiving remuneration in the
reporting period 445
Number of retired employees whose expenses are borne by the
Parent Company and its major subsidiaries -
Composition of professions
Number of staff in the
Type of professions profession
Production personnel 83
Sales personnel 217
Technical personnel 77
Financial personnel 15
Administrative personnel 32
Other personnel 21
Total 445
Education level
Type of education level Number of persons
Postgraduates and above 7
University graduates 90
College graduates 145
Others 203
Total 445
2. Remuneration policies
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 values, and adopts a flexible remuneration
structure for different sequences of positions. The remuneration base and total amount are
dynamically managed in line with business performance of the Company.
69
RUMERE CO., LTD 2022 Annual Report
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 reasonableness and effectiveness of the curriculum.
4. Labor outsourcing
Applicable □ Not applicable
Total working hours of labor outsourcing (h) 131,054
Total remuneration payment (RMB) 2,734,195.92
XII. 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
(I) Principles for planning for dividend distribution to shareholders
The Company will establish a sustainable and stable mechanism for dividend distribution to investors
to ensure the continuity and stability of the Company's profit distribution policy, and shall distribute
profits first in cash.
(II) Method of dividend distribution to shareholders
The Company may distribute profits in the form of cash or shares or both, or other methods permitted
by laws and regulations.
(III) Adjustment of the profit distribution plan and related decision-making mechanism
1. Conditions for distribution of cash dividends
The Company's Board of Directors shall propose a differentiated cash dividend policy in line with the
procedure under the Company's Articles of Association after a comprehensive analysis of factors such
70
RUMERE CO., LTD 2022 Annual Report
as industrial condition, development stage, its own business mode, profitability, and major spending
arrangements.
When eligible for cash dividends under the Company's Articles of Association, the Company shall, in
principle, distribute profits in cash on a yearly basis.
During the Reporting Period, the Company approved the 2022 annual profit distribution plan.
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 shareholders’ general meeting: Yes
Whether dividend standards and ratio are definite and clear: Yes
Whether relevant decision-making procedure and mechanism are well-established: Yes
Whether independent directors have performed duties and played their roles properly: Yes
Whether minority shareholders have sufficient opportunities to express opinions and
requests, and whether their legitimate rights and interests were sufficiently protected: Yes
Where the cash dividend policy undergoes any adjustment or change, whether the Not
conditions and procedures are compliant and transparent: applica
ble.
The profit distribution scheme implemented this time is consistent with the scheme deliberated and
agreed by the shareholders’ meeting.
Yes □ No □ N/A
The Company’s profit distribution scheme implemented this time is consistent with the scheme
deliberated and agreed by the shareholders’ meeting.
Profit distribution and capital reserves’ conversion to share capital in the year
Number of bonus shares for every 10 shares -
Amount of dividend for every 10 shares (tax included) (RMB) 3.66
Number of transfer of reserve to shares per 10 shares -
Basis of the shares for distribution proposal 228,000,000.00
Amount of cash dividends (RMB) (tax included) 83,448,000.00
Cash dividend amount in other ways (such as share repurchase) (RMB) -
Total amount of cash dividends (including other ways) (RMB) 83,448,000.00
Distributable profit (RMB) 453,422,792.43
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RUMERE CO., LTD 2022 Annual Report
Proportion of total cash dividends (including other ways) in
distributable profit 100.00%
Cash dividend of the reporting period
If the Company is in the mature 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
40%.
Details of the profit distribution proposal or share conversion proposal from capital reserve
The Company plans to distribute a cash dividend of RMB 3.66 (tax included) for every 10 shares
to all shareholders based on a total share capital of 228,000,000 shares, with a total amount of RMB
83,448,000 (tax included); 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.
The Company gained profit in the reporting period and the retained profit of the Parent Company for
holders of ordinary shares is positive, but no plan of cash dividend is proposed.
□ Applicable Not applicable
XIII. Implementation of the Stock Incentive Plan, Employee Stock Ownership Plan, and
Other Employee Incentives of the Company
□ Applicable Not applicable
XIV. Construction and Implementation of the Internal Control System during the Reporting
Period
1. Internal control construction and implementation
In accordance with the internal control system of enterprises, the board of directors of a company
holds the responsibility to establish and improve the internal control, evaluate its effectiveness and
truthfully disclose the corresponding assessment report. The board of supervisors of a company
supervises the establishment and implementation of the internal control by the board of directors. The
management team is responsible for initiating and organizing daily activities of the enterprise internal
control. The board of directors, board of supervisors and all members thereof, including directors and
supervisors, as well as the senior management of the company, confirm that the report is true, accurate
and complete, does not contain any misleading statements or material omissions and assume joint and
several legal liability arising therefrom.
2. Particulars of material internal control defects detected during the reporting period
□Yes No
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RUMERE CO., LTD 2022 Annual Report
XV. Management and Control of the Company for Subsidiaries during the Reporting Period
Name of Integration Integration Problems in Solutions Solution Subsequent
company plan progress integration taken progress solution plan
Not Not Not Not Not Not Not
applicable. applicable. applicable. applicable. applicable. applicable. applicable.
XVI. Self-assessment Report on Internal Control or Internal Control Audit Report
1. Self-assessment report on internal control
Disclosure date of the assessment
April 25, 2023
report on internal control
Disclosure index of the assessment
CNINFO (http://www.cninfo.com.cn)
report on internal control
Percentage of total assets of units
included in the assessment scope to
100.00%
the total assets in the Company’s
consolidated financial statements
Percentage of total revenue of units
included in the assessment scope to
100.00%
the revenue in the Company’s
consolidated financial statements
Defect identification criteria
Category Financial report Non-financial report
Material defect: (1) The internal control is invalid; (2)
Directors, supervisors and senior management have
committed fraud and caused serious losses and severe Material defect: Its probability of
adverse impacts to the company; (3) Significant occurrence is high or the defect
errors in the current financial reports were identified severely reduces work efficiency
by the certified public accountants but not by internal or effectiveness, or severely
control; (4) The internal control and supervision increases the uncertainty of
conducted by the company’s audit committee and effects or causes severe deviations
internal auditing units are invalid; (5) There exist one from expected objectives. Major
or a combination of control defects that may cause defect: Its probability of
the company to materially deviate from the objectives occurrence is relatively high or
of internal control. Major defect: (1) The company the defect significantly reduces
Qualitative criteria fails to select and apply accounting policies based on work efficiency or effectiveness,
generally accepted accounting standards; (2) There or significantly increases the
are no anti-fraud procedures and control measures; uncertainty of effects or causes
(3) There is no control mechanism for significant obvious deviations from expected
non-routine or special transactions or the mechanism objectives. General defect: Its
is not implemented, while there is no compensatory probability of occurrence is low
control; (4) There are one or multiple defects in the or the defect reduces work
control of the financial reporting process at the end of efficiency or effectiveness, or
the period such that the authenticity and completeness increases the uncertainty of
of the prepared financial reports could not be effects or causes deviations from
reasonably guaranteed. expected objectives.
General defect: Other internal control defects than
material defects and major defects.
Material defect: (1) The misstated amount ≧ 2% of Evaluation level Quantitative
Quantitative criterion the revenue; (2) The misstated amount ≧ 1% of the criteria
total assets; (3) The misstated amount ≧ 5% of the Material defects Loss amount ≧
73
RUMERE CO., LTD 2022 Annual Report
total profits. 5% of total profits
Major defects: (1) 0.5% of revenue ≦ misstated Major defects 1% of total
amount ﹤ 2% of revenue; (2) 0.2% of the total assets profits ≦ loss amount ﹤ 5% of
≦ misstated amount ﹤ 1% of total assets; (3) 1% of total profits
total profits ≦ misstated amount ﹤ 5% of total General defects Loss amount ﹤
profits. 1% of total profits
General defects: (1) misstated amount < 0.5% of the
revenue; (2) misstated amount < 0.2% of total assets;
(3) mistated amount < 1% of total profits.
Number of material defects in
0
financial reports
Number of material defects in non-
0
financial reports
Number of major defects in
0
financial reports
Number of major defects in non-
0
financial reports
2. Internal control audit report
Internal control authentication report
Audit opinions of the internal control audit report
We believe that, the company maintained effective internal control over financial reporting in all material aspects in accordance
with the Basic Norms for Corporate Internal Control and related regulations on December 31st, 2022.
Disclosure of the internal control audit report Disclosure
Disclosure date for the full text of the internal control audit
April 25, 2023
report
2022 Annual Self-Assessment Report on Internal Control
Disclosure index for the full text of the internal control audit
disclosed on Securities Times, China Securities Journal and
report
www.cninfo.com.cn by the Company
Type of opinion of the internal control authentication report Standard without reserved opinion
Whether or not exists significant defects in non-financial
No
reports
Whether or not the accounting firm issued non-standard opinions for the audit report of internal
control
□Yes No
Whether the audit report of internal control issued by the accounting firm is in consistency with the
self-assessment report of the board of directors
Yes □ No
74
RUMERE CO., LTD 2022 Annual Report
XVII. Rectification of Detected Problems in the Corporate Governance Special Action of
Listed Companies
Not applicable.
75
RUMERE CO., LTD 2022 Annual Report
Section V Environmental and Social Responsibilities
I. Major 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 Rectificatio
Name of Reason for production and n measures
company or Violation Penalty result
penalty operation of the of the
subsidiary listed company Company
Not Not Not Not Not applicable Not
applicable applicable applicable applicable applicable
Refer to other environmental information disclosed by 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.
II. Corporate Social Responsibilities
With the growing attention to sustainable development worldwide, great efforts have been made by
the fashion industry in multiple aspects to achieve commercial, socio-cultural and environmental
sustainability. The Company pays constant attention to the environmental sustainability, and regards
the corporate social responsibility as our intrinsic duty and an extension of our corporate value. The
specific situation is as follows:
(1) 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
76
RUMERE CO., LTD 2022 Annual Report
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) Talent Sustainability
The Company respects the initiative and creativity of every employee and strive to build a harmonious
employer-employee relationship. The Company believes that employees are one of the core
competitiveness of an enterprise. We adhere to the people-oriented development business philosophy
and is devoted to protecting the employees’ rights and interests. These practices are prerequisites for
the Company’s sustainable development. The Company strives to establish good cooperative
relationships with its employees, adopts a people-oriented approach, is committed to providing
employees with a safe, healthy and comfortable working environment and protecting the legitimate
rights and interests of employees, caring for employees’ health and safety, and paying attention to
employees’ sustainable development. We believe that good employer-employee relationship will
bring incredible value to the Company.
(3) Protection of Consumers and Suppliers
The Company regularly communicates the feedback on product quality from consumers to the QC
personnel to enable them to rectify the omissions and further improve the quality control procedure.
At the same time, the Company pays attention to strengthen the communication and cooperation with
suppliers and consumers.
(4) Environmental sustainability and Sustainable Supply Chain
77
RUMERE CO., LTD 2022 Annual Report
In terms of sustainable fashion, the Company has come into contact deeply with the concepts of
sustainable materials and design and is committed to making full use of innovative research and
technology to achieve sustainable development in the process of product design and development.
The Company follows the principle of fair and impartial procurement, respects the independence of
suppliers, continuously deepens the cooperative relationship with suppliers, strengthens the suppliers’
awareness of sustainable development, guides suppliers to fulfill their environmental and social
responsibilities through evaluation and incentive mechanism, continuously transmits advanced
business philosophy to suppliers, provides support and help to suppliers, so as to jointly provide
customers with safe and reliable products.
(5) Fulfillment of Social Responsibilities
The Company believes that an enterprise has the responsibility to give back to the society and develop
together with the society. In 2022, the Company actively organized and participated in various public
welfare activities, continuously invested public welfare resources in the fields of education-based
poverty alleviation, rural construction and animal care, giving donations more than RMB 400,000. In
the future, the Company will continue to participate in community development, actively fulfill its
social responsibilities and contribute to the construction of a harmonious society.
III. Efforts Regarding Poverty Alleviation and Rural Revitalization
The Company did not directly engage in any poverty alleviation and rural revitalization work during
the reporting period.
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RUMERE CO., LTD 2022 Annual Report
Section VI Significant Events
I. Implementation of Commitments
1. Commitments completed 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
Fulfill
Type of Time of ment
Causes of Undertaking Term of
commit Content of commitment commit of
commitment party commitment
ment ment comm
itment
1. Within 36 months from the date of the
Company's IPO, they shall not transfer or
authorize any other to manage their shares
directly or indirectly held in the Company or
have the Company repurchase such shares. 2. If
their shares in the Company are sold within two
Controlling
years upon expiration of the lock-up period, the October 28, Ongoi
IPO-related shareholder Restricti
selling price shall not be lower than the offering July 28, 2021 to ng
commitment and actual ons on
price. If the closing price of the Company's 2020 April 27, norma
s controller Guo sales
shares is lower than the offering price for 20 2025 lly
Jian, Wen Di
consecutive trading days within 6 months after
the Company's IPO, or the closing price as of the
end of the 6-month period after the Company's
IPO is lower than the offering price, the lock-up
period for their shares in the Company will be
automatically extended for 6 months.
1. Within 12 months from the date of the
Company's IPO, they shall not transfer or
authorize any other to manage their shares
directly or indirectly held in the Company or
have the Company repurchase such shares. 2. If
their shares in the Company are sold within two
years upon expiration of the lock-up period, the October 28, Ongoi
IPO-related Restricti
Yu Qingtao, selling price shall not be lower than the offering July 28, 2021 to ng
commitment ons on
Zhu Zhengjun price. If the closing price of the Company's 2020 April 27, norma
s sales
shares is lower than the offering price for 20 2023 lly
consecutive trading days within 6 months after
the Company's IPO, or the closing price as of the
end of the 6-month period after the Company's
IPO is lower than the offering price, the lock-up
period for their shares in the Company will be
automatically extended for 6 months.
The He promises that the total share reduction in the
Resticti
Company's first year upon the expiration of the lock-up April 28, Ongoi
IPO-related ons to
controlling period will not exceed 25% of the shares he held July 28, 2025 to ng
commitment share
shareholders in the issuer before the issuance; after the 2020 April 27, norma
s reductio
and actual reduction in the second year, his total number of 2027 lly
n
controllers shares will not be lower than 25% of the shares
79
RUMERE CO., LTD 2022 Annual Report
he held in the issuer before the issuance; the
reduction price will not be lower than the
issuance price.
In the
The
proces
Company's Restricti
IPO-related s of
controlling ons on They promise not to compete with the Company July 28,
commitment Long term norma
shareholders Not-to- in the same business sector. 2020
s l
and actual compete
fulfill
controllers
ment
Whether
commitment
s are Yes
fulfilled on
time
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 have attained 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
80
RUMERE CO., LTD 2022 Annual Report
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
Accounting Firm
□ Applicable Not applicable
VI. Explanation of Changes in Accounting Policies and Estimates or Correction of Significant
Accounting Errors Compared with the Financial Report of Last Fiscal Year
□ Applicable Not applicable
VII. Description of Changes in the Scope of Consolidated Statements Compared with the
Financial Report of Last Year
□ Applicable Not applicable
VIII. Employment and Dismissal of Accounting Firm
Accounting firm engaged
Name of the domestic accounting firm RSM China (Special General Partnership)
Remuneration for the domestic accounting firm
(RMB 10,000) 80
Consecutive years of auditing service provided
by the domestic accounting firm 5
Name of domestic certified public accountants Yan Gangjun, Cai Tianchen and Wan Yalan.
Consecutive years of auditing service provided
by domestic certified public accountants 5 years, 5 years, 2 years
Whether the accounting firm was changed in the reporting period
□Yes No
Appointment of accounting firm, financial advisor or sponsor for internal control audit
Applicable □ Not applicable
During the reporting period, the Company employed RSM China (Special General Partnership) as
the audit agency and internal control audit agency of the Company in 2022, with a total fee of RMB
800,000 (excluding VAT).
81
RUMERE CO., LTD 2022 Annual Report
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 equity
□ Applicable Not applicable
82
RUMERE CO., LTD 2022 Annual Report
During the reporting period, there was no related party transaction relating to acquisition and sale of
assets or equity.
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.
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.
83
RUMERE CO., LTD 2022 Annual Report
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 --> VII. Other Significant
Matters --> 46. 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.
2. Material guarantee
□ Applicable Not applicable
During the reporting period, there was no material guarantee of the Company.
84
RUMERE CO., LTD 2022 Annual Report
3. Entrusting others to manage cash assets
(1) Entrusted wealth management
Applicable □ Not applicable
Overview of entrusted wealth management during the reporting period
Unit: RMB 10,000
Amount
Source of Incurred overdue but
entrusted amount of Amount not recovered
Undue
Specific type wealth entrusted overdue but with
balance
management wealth not recovered impairment
funds management having been
accrued
Wealth
management Fundraising 434,092.00 93,704.47 0 0
product of bank
Wealth Self-owned
management 79,963.00 33,081.81 0 0
product of bank fund
Self-owned
Trusts 30,000.00 30,152.59 0 0
fund
Total 544,055.00 156,938.87 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
Name Name Contra Date of Book value Appraised Name Appra Pric Transaction Is Relati Executi Dis Dis
of the of the ct contrac of the value of of isal ing price (RMB there onshi on clos clos
85
RUMERE CO., LTD 2022 Annual Report
compa other object t assets the assets apprai base prin 10,000) any p perform ure ure
ny party involved in involved sal date cipl relate ance as date inde
signing signing the contract in the agenc (if e d of the x
the the (RMB contract y (if any) party end of
contrac contrac 10,000) (if (RMB any) transa the
t t any) 10,000) ction reportin
(if any) g period
Shengf
eng
Project N N
Constru
constru ot ot
ction & Not
Rumere ction of June ap Being ap
Installa appl
Co., Modern 18, 11,585.98 pli 13,092.16 No No perfor pli
tion icabl
Ltd Manufa 2020 ca med ca
Engine e.
cturing bl bl
ering
Service e. e.
Co.,
Ltd.
Shengf
eng
Project N N
Constru
constru ot ot
ction & Octo Not
Rumere ction of ap Being ap
Installa ber appl
Co., Modern 4,745.18 pli 5,362.05 No No perfor pli
tion 25, icabl
Ltd Manufa ca med ca
Engine 2021 e.
cturing bl bl
ering
Service e. e.
Co.,
Ltd.
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
86
RUMERE 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 transferre
Percentag Bonus Percentag
Number shares d from Others Subtotal Number
e shares e
issued surplus
reserve
I. Restricted
175,603,326 77.02% -2,793,918 -2,793,918 172,809,408 75.79%
shares
1. Shares held
by the state
2. Shares held
by state-owned 1,828,231 0.80% -18,823 -18,823 1,809,408 0.79%
legal person
3. Shares held
by other
171,019,158 75.01% -19,158 -19,158 171,000,000 75.00%
domestic
shareholders
Including:
Shares held by
117,609,696 51.58% -9,696 -9,696 117,600,000 51.58%
domestic legal
persons
Shares held by
domestic 53,409,462 23.43% -9,462 -9,462 53,400,000 23.42%
natural persons
4. Shares held
by foreign legal 8,083 0.00% -8,083 -8,083 - -
shareholders
Including:
Shares held by
8,083 0.00% -8,083 -8,083 - -
foreign legal
persons
Shares held by
foreign natural
persons
5. Funds,
financial 2,747,854 1.21% -2,747,854 -2,747,854 - -
products, etc.
II. Unrestricted
52,396,674 22.98% 2,793,918 2,793,918 55,190,592 24.21%
shares
87
RUMERE CO., LTD 2022 Annual Report
1. RMB-
denominated 52,396,674 22.98% 2,793,918 2,793,918 55,190,592 24.21%
ordinary shares
2. Domestic
listed foreign
shares
3. Overseas
listed foreign
shares
4. Others
III. Total
number of 228,000,000 100.00% 228,000,000 100.00%
shares
Explanation on changes in shares
□ Applicable Not applicable
Approval of changes in shares
□ Applicable Not applicable
Transfer of title of changed shares
□ Applicable Not applicable
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
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 Increase in Number of Number of Date of
restricted restricted shares restricted Reason for
Shareholder’s lifting
name shares at the shares released shares at the selling selling
beginning during the from end of the restrictions restrictions
of the period selling year
88
RUMERE CO., LTD 2022 Annual Report
period restriction
s during
the period
Suzhou Restricted
Rumere Group 117,600,000 117,600,000 shares prior to 2025-4-27
Co., Ltd. IPO
Restricted
Guo Jian 25,200,000 25,200,000 shares prior to 2025-4-27
IPO
Restricted
Wen Di 25,200,000 25,200,000 shares prior to 2025-4-27
IPO
Restricted
Yu Qingtao 2,800,000 2,800,000 shares prior to 2023-4-27
IPO
Restricted
Zhu 200,000 200,000 shares prior to 2023-4-27
Zhengjun IPO
CICC Wealth Restricted IPO
Management 1,809,408 1,809,408 strategic 2023-10-27
Co., Ltd. placement
Restricted Restricted
offline 2,793,918 2,793,918 sales restricted 2022-4-27
allotment after after the IPO
the IPO
Total 175,603,326 2,793,918 172,809,408 -- --
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
3. Internal employee shares
□ Applicable Not applicable
III. Information of Shareholders and Actual Controllers
1. Total number of shareholders
Unit: Share
89
RUMERE CO., LTD 2022 Annual Report
Total
number Total
Total number
of number of
of preferred Total
Total ordinary preferred
shareholders number of
number sharehol sharehold
whose voting sharehold
of ders at ers whose
rights were ers
ordinary the end voting
resumed at the holding
sharehol of the rights
25,389 25,541 0 end of the 0 shares 0
ders at month were
month with
the end precedin resumed
preceding the special
of the g the at the end
disclosure voting
reportin disclosu of the
date of the rights (if
g period re date reporting
annual report any)
of the period (if
(if any)
annual any)
report
Shareholdings of shareholders with more than 5% or the top 10 shareholders
Shareho Shares held atIncrease/decre Pledged, marked or frozen
Name of Nature of
lding the end of the ase during the Number of Number of
sharehol sharehold
percenta reporting periodreporting restricted sharesunrestricted shares Share status Number
der er
ge (%) d period
Suzhou Domestic
Rumere non-state
51.58% 117,600,000 117,600,000
Group Co., legal
Ltd. person
Domestic
Guo Jian natural 11.05% 25,200,000 25,200,000
person
Domestic
Wen Di natural 11.05% 25,200,000 25,200,000
person
Domestic
Yu Qingtao natural 1.23% 2,800,000 2,800,000
person
State-
CICC Wealth
owned
Management 0.79% 1,809,408 1,809,408
legal
Co. Ltd.
person
Xibulide
Quantitative
Growth
Hybrid
Others 0.31% 709,400 709,400 709,400
Initiated
Securities
Investment
Fund
Shenwanling
xin
Consumption
Growth
Others 0.29% 667,500 56,409 667,500
Hybrid
Securities
Investment
Fund
Domestic
Yi Ruebin 0.21% 468,845 24,200 468,845
natural
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RUMERE CO., LTD 2022 Annual Report
person
Domestic
Su Na natural 0.17% 384,193 81,893 384,193
person
Huataiyouxia
ng Dividend
Return Stock Others 0.15% 348,500 348,500 348,500
Pension
Products
Strategic investors or
general legal persons
The Company issued new shares on October 2021, and CICC Wealth Management Co. Ltd., a subsidiary
becoming top ten
of the sponsor, held 0.79% of the Company's equity through the strategic placement of the IPO. The
shareholders due to
period of restricted sale shall be 24 months from the date of listing.
private placement of
new shares (if any)
Description on the
related relationship or
persons acting-in-
Guo Jian and Wen Di are husband and wife.
concert arrangements
among the above
shareholders
Description on
entrusting/being
entrusted with voting
rights and waver of None
voting rights by the
aforementioned
shareholders:
Description on special
repurchase account
None
among top 10
shareholders (if any)
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 shares Number
Xibulide Quantitative
Growth Hybrid Initiated RMB-denominated
709,400 709,400
Securities Investment ordinary shares
Fund
Shenwanlingxin RMB-denominated
Consumption Growth ordinary shares
667,500 667,500
Hybrid Securities
Investment Fund
RMB-denominated
Yin yuebin 468,845 468,845
ordinary shares
RMB-denominated
Su Na 384,193 384,193
ordinary shares
Huataiyouxiang Dividend RMB-denominated
Return Stock Pension 348,500 ordinary shares 348,500
Products
CLSA Asset Management RMB-denominated
Limited - Client funds - 342,715 ordinary shares 342,715
Remittance of RMB funds
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RUMERE CO., LTD 2022 Annual Report
RMB-denominated
Shi Shengji 320,100 320,100
ordinary shares
Everbright Securities RMB-denominated
310,486 310,486
Company Limited ordinary shares
Guoyuanbuzheng No. 1 RMB-denominated
Private Equity Investment 305,759 ordinary shares 305,759
Fund
Dajia Insurance Group RMB-denominated
Co., Ltd. - Dividend 298,000 ordinary shares 298,000
products
Description on the
related relationship or
persons acting-in-
concert among the top
ten ordinary
shareholders without
It is unknown to the Company whether other shareholders are related parties or persons acting in concert
selling restrictions
as stipulated in the Administrative Measures on Acquisition of Listed Companies.
and between the top
ten ordinary
shareholders without
selling restrictions
and the top ten
ordinary shareholders
Description on the top
10 ordinary
shareholders’
Shi Shengji holds 320,100 shares of the Company in total, among which 400 shares through ordinary
participation in
accounts and 319,700 shares through credit securities accounts.
margin trading and
securities lending
business (if any)
Whether the Company has differential arrangement in voting rights
□ Applicable Not applicable
Whether the top ten ordinary shareholders and the top ten shareholders without selling restrictions
conducted the agreed repurchase transaction during the reporting period
□Yes No
The Company’s top ten ordinary shareholders and top ten ordinary shareholders without selling
restrictions did not conduct agreed repurchase transactions during the reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholder: Natural person holding
Type of controlling shareholder: Legal person
Name of controlling Legal Establishment Organization
Main business
shareholder representative date code
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RUMERE CO., LTD 2022 Annual Report
Exhibition and display services;
modeling agency business; textile
machinery and equipment leasing;
Suzhou Rumere February 27, 91320581MA1
Guo Jian textile technology extension
Group Co., Ltd. 2017 NFD8U3T
services; freight forwarding agent;
loading and unloading; general
cargo storage.
Equity situation for
the other domestic
listed companies
controlled or shared No
by the controlling
shareholders during
the report period
Changes in the controlling shareholder during the report period
□ Applicable Not applicable
There are no changes in the controlling shareholder during the report period.
3. Actual controller and person acting in concert
Nature of actual controller: Domestic natural person
Type of actual controller: Natural person
Whether having
Relationship with obtained the right of
Name Nationality
actual controller abode in other
countries or regions
Guo Jian, Wen Di Self Chinese No
Main occupation and For details, see Section IV Corporate Governance - VII. Directors,
position supervisors and senior management - 2. Employment
Holding of domestic
and overseas listed None
companies over the
past ten years
Change 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
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RUMERE CO., LTD 2022 Annual Report
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 person 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 shareholder, actual controller, 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 by centralized bidding
□ Applicable Not applicable
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RUMERE CO., LTD 2022 Annual Report
Section VIII Particulars of Preference Shares
□ Applicable Not applicable
The Company does have preferred shares during the reporting period.
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RUMERE CO., LTD 2022 Annual Report
Section IX Particulars of Bonds
□ Applicable Not applicable
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RUMERE CO., LTD 2022 Annual Report
Section X Financial Statements
I. Audit report
Type of audit opinions Standard unqualified
Signing date of the audit report April 25, 2023
Name of audit agency RSM China CPA LLP
Audit report document number Audit No [2023] 200Z0060
Name of certified public accountant Yan Gangjun, Cai Tianchen and Wan Yalan.
Auditor’s report
To the shareholders of Rumere Co., Ltd.
I. Opinion
We have audited the financial statements of Rumere Co., Ltd. (hereafter referred to as “Rumere/the
Company”), which comprises the consolidated and the parent company’s statement of financial
position as at December 31, 2022, the consolidated and the parent company’s statement of profit or
loss and other comprehensive income, the consolidated and the parent company’s statement of cash
flows, the consolidated and the parent company’s statement of changes in equity for the year then
ended, and the notes to the financial statements.
In our opinion, the accompanying Rumere’s financial statements present fairly, in all material respects,
the consolidated and the parent company’s financial position as at December 31,2022, and of their
finaicial performance and cash flows for the year then ended in accordance with Accounting
Standards for Business Enterprices.
II. Basis for Opinion
We conducted our audit in accordance with Chinese Standards on Auditing (CSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of Financial Statements section of our report. We are independent of Rumere in accordance
with the Code of Ethics for Professional Accountants of the Chinese Institude of Certified Public
Accountants, and we have fulfilled our other ethical responsibilities. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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RUMERE CO., LTD 2022 Annual Report
III. Key audit matters
Key audit matters are those matters that, in our professional judgment, were of the most significance
in our audit of thefinancial statements of the current period. These matters were addressed in the
context of an audit of the financial statements as a whole and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Recognition of revenue
1. Description of the matter
With regard to revenue recognition, please refer to "Note V (19)" for accounting policies and "Note
VII (27) Revenue and Cost of Sales" for specific amount.
Rumere is in Internet retail industry, and mainly sells women's clothing online. The Company
recorded an operating income of RMB948.81 million in 2022. Since the amount of revenue is
significant and a key performance indicator, there is a relatively high inherent risk, so we indentify
the recognition of revenue as a key audit matter.
2. How the matter was addressed in our audit
Our audit procedures for revenue recognition mainly include:
(1) We obtained an understanding of and evaluated the key internal control design over the
recognition of revenue and tested the effectiveness of key internal control;
(2) Considering the sales model of e-commerce platform, We analyzed and evaluated the major risks
related to revenue and reward transfer point of revenue via interviewing the management, and then
evaluated whether policies for recognizing revenue of Rumere were in compliance with requirements
of accounting standards for business enterprises;
(3) We analyzed the overall sales income, gross profit of Rumere, and the monthly fluctuations of
product sales income and sales quantity, so as to judge whether there were abnormal fluctuations in
current period;
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RUMERE CO., LTD 2022 Annual Report
(4) We adopted the sampling method to check supporting documents related to income recognition,
including customer orders, logistics orders, payment receipts, online customer signing, etc., to verify
the authenticity of sales transaction;
(5) We 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 payment receipts,
signed delivery notes, etc., to assess whether the revenue is included in the appropriate accounting
period.
(6) We sampled and conducted telephone interviews with customers. From the answers to the
telephone interviews, which including transaction amount, transaction quantity, purchase purpose,
etc., verified whether the amount, period and method of revenue recognition were accurate;
(7) We checked the goods return during and after the period to identify whether there were any
significant and abnormal return;
(8) We employeed IT experts of the firm to tested the online trading information system of Rumere,
including the general control of IT system, business data analysis, etc.
Inventory write-down
1. Description of the matter
With regard to inventory provision for impairment, please refer to "Note V (10) " for accounting
policies and "Note VII (5) Inventories" for specific amount.
Inventories of Rumere are stated at the lower of cost and net realizable value. As of December 31,
2022, the book balance of inventories amounted to RMB464.88million, the provision for impairment
of inventories amounted to RMB103.22million, and the carrying value of inventories amounted to
RMB361.66 million. 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 for inventory write-down mainly include:
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RUMERE CO., LTD 2022 Annual Report
(1) We obtained an understanding of and evaluated the effectiveness of key internal control designs
related to inventory write-down, and tested the effectiveness of key internal control;
(2) We obtained an understanding of and evaluated the supporting documents and other relevant basis
for the management to determine the calculation method of provision for impairment of inventory,
and evaluate the reasonableness of the calculation method of provision for impairment of inventories.
(3) We obtained the aging list of the Company’s inventories at fiscal year-end, and selected the
samples and tracked the original warehousing lists to evaluate the rationality of the inventory age in
the aging list.
(4) We retested the provision for impairment of inventory to verify the accuracy of the inventory
write-down;
(5) We conducted inventory monitoring, and observed the actual situation of inventory to identify
sluggish, damaged or obsolete inventory, to analyse whether the write-down was sufficient..
IV. Other information
Management of Rumere is responsible for other information. The other information comprises the
information included in the Annual Report of the Company for the year of 2022, but excludes the
financial statements and our audited reports.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial 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 or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
V. Responsibility of Management and Those Charged with Governance for the Financial
Statements
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RUMERE CO., LTD 2022 Annual Report
Management of the Company is responsible for the preparation and fair presentation of the financial
statements in accordance with Accounting Standards of Business Enterprises, and for the design,
implementation and maintenance of such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
VI. Auditor’s Responsibilities for the Audit of the Financial Statements
Our Objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 CSAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with CSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
i) Identify and assess 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 obtain 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.
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RUMERE CO., LTD 2022 Annual Report
ii) Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances,
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
iv) Conclude 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 the 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 auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
v) Evaluate 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) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, 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 those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
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RUMERE CO., LTD 2022 Annual Report
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine 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 Statement of Financial Position
Prepared by: Rumere Co., Ltd.
December 31, 2022
Unit: RMB
Item December 31, 2022 January 1, 2022
Current assets:
Cash and cash equivalents 442,675,454.71 370,350,218.44
Settlements provision
Loans to banks and other financial
institutions
Financial assets held-for-trading 1,318,197,593.83 1,578,499,788.80
Derivative financial assets
Notes receivable
Accounts receivable
Accounts receivable financing
Advances to suppliers 58,815,621.48 60,061,520.25
Premium receivable
Reinsurance accounts receivable
Reinsurance contract reserves
receivable
Other receivables 476,745.77 921,781.72
Including: Interests receivable
Dividends receivable
Financial assets held under resale
agreements
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RUMERE CO., LTD 2022 Annual Report
Inventories 361,661,336.69 334,730,692.42
Contract assets
Assets classified as held for sale
Non-current assets maturing within
one year 151,075,205.48
Other current assets 241,481.62 8,734,601.34
Total current assets 2,333,143,439.58 2,353,298,602.97
Non-current assets:
Loans and advances to customers
Debt investments
Other debt investments
Long-term receivables
Long-term equity investments
Other equity instrument investment
Other non-current financial assets 100,115,890.41
Investment properties
Fixed assets 178,412,503.35 23,355,708.60
Construction in progress 52,063,773.07 120,172,916.03
Productive biological assets
Oil and gas assets
Right-of-use assets 1,194,865.27 1,914,403.81
Intangible assets 17,979,246.69 18,420,791.01
Development costs
Goodwill
Long-term deferred expenses 1,159,382.32 1,227,570.80
Deferred tax assets 28,995,779.03 21,488,971.99
Other non-current assets
Total non-current assets 379,921,440.14 186,580,362.24
Total assets 2,713,064,879.72 2,539,878,965.21
Current liabilities:
Short-term borrowings
Borrowing from the central bank
Deposits and balances from banks
and other financial institutions
Financial liabilities held-for-trading
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RUMERE CO., LTD 2022 Annual Report
Derivative financial liabilities
Notes payable
Accounts payable 93,606,271.18 55,762,163.05
Advances from customers
Contract liabilities
Financial assets sold under
repurchase agreements
Deposits and balances from
customers and banks
Customer securities brokerage
deposits
Customer securities underwriting
deposits
Employee benefits payable 5,161,338.44 4,834,436.34
Taxes payable 28,953,139.67 22,258,070.85
Other payables 9,784,082.94 8,620,587.40
Including: Interests payables
Dividend payables
Fees and commissions payable
Reinsurance payable
Liabilities classified as held for sale
Non-current liabilities maturing
within one year 1,110,716.50 1,587,749.96
Other current liabilities 562,321.13 618,201.48
Total current liabilities 139,177,869.86 93,681,209.08
Non-current liabilities:
Insurance contract reserve
Long-term borrowings
Bonds payable
Including: Preference share
Perpetual debt
Lease liabilities 299,758.27
Long-term payables
Long-term employee benefits
payable
Estimated liabilities
Deferred income 1,966,666.70 2,000,000.00
Deferredtax liabilities 3,461,087.88 1,895,559.71
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RUMERE CO., LTD 2022 Annual Report
Other non-current liabilities
Total non-current liabilities 5,427,754.58 4,195,317.98
Total liabilities 144,605,624.44 97,876,527.06
Owners' equity:
Share capital 228,000,000.00 228,000,000.00
Other equity instruments
Including: Preference shares
Perpetual debt
Capital reserves 1,782,210,407.28 1,782,210,407.28
Less: Treasury stock
Other comprehensive income
Special reserves
Surplus reserves 54,889,643.62 40,580,187.87
General risk reserves
Retained earnings 503,359,204.38 391,211,843.00
Total owner's equity attributable to 2,568,459,255.28 2,442,002,438.15
parent company
Non-controlling interests
Total owners' equity 2,568,459,255.28 2,442,002,438.15
Total liabilities and owners' equity 2,713,064,879.72 2,539,878,965.21
Legal representative: Guo Jian Chief Financial Officer: Yu Qingtao Finance Manager：: Wang
Dongmei
2. Statement of Financial Position
Unit: RMB
Item December 31, 2022 January 1, 2022
Current assets:
Cash and cash equivalents 432,719,477.03 357,746,978.71
Financial assets held-for-trading 1,318,197,593.83 1,578,499,788.80
Derivative financial assets
Notes receivable
Accounts receivable
Accounts receivable financing
Advances to suppliers 71,688,165.55 82,471,576.96
Other receivables 353,024.42 608,060.37
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RUMERE CO., LTD 2022 Annual Report
Including: Interests receivable
Dividends receivable
Inventories 359,991,620.28 331,615,752.36
Contract assets
Assets classified as held for sale
Non-current assets maturing within
one year 151,075,205.48
Other current assets 224,928.45 8,722,574.32
Total current assets 2,334,250,015.04 2,359,664,731.52
Non-current assets:
Debt investments
Other debt investments
Long-term receivables
Long-term equity investments 886,865.58 886,865.58
Other equity instrument investment
Other non-current financial assets 100,115,890.41
Investment properties
Fixed assets 176,902,267.12 20,937,748.66
Construction in progress 52,063,773.07 120,172,916.03
Productive biological assets
Oil and gas assets
Right-of-use assets 1,194,865.27 1,914,403.81
Intangible assets 17,979,246.69 18,420,791.01
Development costs
Goodwill
Long-term deferred expenses 1,159,382.32 1,227,570.80
Deferred tax assets 26,385,922.47 17,165,761.62
Other non-current assets
Total non-current assets 376,688,212.93 180,726,057.51
Total assets 2,710,938,227.97 2,540,390,789.03
Current liabilities:
Short-term borrowings
Financial liabilities held-for-
trading
Derivative financial liabilities
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RUMERE CO., LTD 2022 Annual Report
Notes payable
Accounts payable 149,179,873.04 88,525,500.60
Advances from customers
Contract liabilities
Employee benefits payable 3,082,487.70 2,751,814.73
Taxes payable 23,929,875.61 18,983,047.56
Other payables 9,628,394.82 8,487,483.37
Including: Interests payables
Dividend payables
Liabilities classified as held for sale
Non-current liabilities maturing
within one year 1,110,716.50 1,587,749.96
Other current liabilities 562,321.13 618,201.48
Total current liabilities 187,493,668.80 120,953,797.70
Non-current liabilities:
Long-term borrowings
Bonds payable
Including: Interests payables
Devidend payables
Lease liabilities 299,758.27
Long-term payables
Long-term employee benefits
payable
Estimated liabilities
Deferred income 1,966,666.70 2,000,000.00
Deferred tax liabilities 2,955,049.14 1,124,947.20
Other non-current liabilities
Total non-current liabilities 4,921,715.84 3,424,705.47
Total liabilities 192,415,384.64 124,378,503.17
Owners' equity:
Share capital 228,000,000.00 228,000,000.00
Other equity instruments
Including: Preference shares
Perpetual debt
Capital reserves 1,782,210,407.28 1,782,210,407.28
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RUMERE CO., LTD 2022 Annual Report
Less: Treasury stock
Other comprehensive income
Special reserves
Surplus reserves 54,889,643.62 40,580,187.87
Retained earnings 453,422,792.43 365,221,690.71
Total owners' equity 2,518,522,843.33 2,416,012,285.86
Total liabilities and owners' equity 2,710,938,227.97 2,540,390,789.03
3. Consolidated Statement of Profit or Loss and Other Comprehensive Income
Unit: RMB
Item 2022 2021
1. Revenue 948,811,767.71 872,310,059.47
Including: Operating income 948,811,767.71 872,310,059.47
Interest income
Premium income
Fee and commission income
II. Costs of sales 743,897,473.51 648,113,558.38
Including: Operating cost 564,347,276.40 474,845,159.47
Interest expense
Fee and commission expenses
Cash surrender value
Net amount of insurance claims
Net provision of insurance contract reserve
Policyholder dividends resulting from participation in
profits
Reinsurance expense
Taxes and surcharges 4,985,680.23 3,551,686.56
Selling and distribution expenses 124,929,882.78 122,154,942.67
General and administrative expenses 37,502,995.96 32,048,418.28
Research and development expenses 20,266,745.83 13,821,826.16
Financial costs -8,135,107.69 1,691,525.24
Including: Interest expense 50,146.33 87,938.57
Interest income 12,484,242.39 3,498,083.52
Add: Other income 6,404,373.44 7,198,827.01
Investment income (losses) 40,009,346.45 6,714,583.84
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RUMERE CO., LTD 2022 Annual Report
Including: Investment income from associates and joint
ventures
Gains /(losses) from derecognition of financial assets
measured at amortised cost
Gains /(losses) from foreign exchange
Income /(losses) from net exposure hedging
Gains/(losses) from changes in fair values 9,312,190.32 4,440,645.78
Credit impairment losses 23,422.95 -462.69
Asset impairment losses -49,127,914.01 -29,671,503.48
Gains/(losses) from disposal of assets 157,707.84
III. Profit/(loss) from operations 211,535,713.35 213,036,299.39
Add: Non-operating income 44,880.37 8,398.55
Less: Non-operating expenses 483,434.57 352,599.81
IV. Profit/(loss) before tax 211,097,159.15 212,692,098.13
Less: Income tax expenses 44,056,342.02 50,017,539.10
V. Net profit/(loss) for the year 167,040,817.13 162,674,559.03
(I) Net profit/(loss) by continuity
1. Net profit/(loss) from continuing operation 167,040,817.13 162,674,559.03
2. Net profit/(loss) from discontinued operation
(II) Net profit/(loss) by ownership attribution
1. Attributable to owners of the parent 167,040,817.13 162,674,559.03
2. Attributable to non-controlling interests
VI. Other comprehensive income for the year, after tax
Attributable to owners of the parent
(I) Other comprehensive income that will not be
reclassified subsequently to profit or loss
1. Remeasurement gains or losses of a defined benefit
plan
2. Other comprehensive income using the equity method
that will not be reclassified subsequently to profit and
loss
3. Changes in fair value of other equity instrument
investment
4. Changes in fair value of the Company’s own credit
risks
(II) Other comprehensive income to be reclassified
subsequently to profit or loss
1. Other comprehensive income using the equity method
which will be reclassified subsequently to profit or loss
2. Changes in fair value of other debt instrument
investment
3. Other comprehensive income arising from the
reclassification of financial assets
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4. Provision for credit impairment in other debt
investments
5. Reserve for cash flow hedges
6. Exchange differences on translating foreign
operations
Attributable to non-controlling interests
VII. Total comprehensive income for the year 167,040,817.13 162,674,559.03
Attributable to owners of the parent 167,040,817.13 162,674,559.03
Attributable to non-controlling interests
VII. Earnings per share
(I) Basic earnings per share 0.73 0.90
(II) Diluted earnings per share 0.73 0.90
Legal representative: Guo Jian Chief Financial Officer: Yu Qingtao Finance Manager：: Wang
Dongmei
4. Statement of Profit or Loss and Other Comprehensive Income
Unit: RMB
Item 2022 2021
I. Revenue 947,720,334.71 872,148,110.85
Less: Cost of sales 570,947,825.37 479,330,198.56
Taxes and surcharges 4,552,274.37 3,126,620.19
Selling and distribution expenses 124,793,369.69 122,041,704.01
Administrative expenses 44,509,546.28 48,993,240.32
Research and development expenses 36,725,347.66 13,610,532.60
Financial costs -8,398,540.05 1,576,962.28
Including: Interest expense 50,146.33 87,938.57
Interest income 12,463,526.69 3,489,358.13
Add: Other income 4,966,558.30 6,127,850.27
Investment income/(losses) 40,009,346.45 6,714,583.84
Including: Investment income from associates and joint
ventures
Gains /(losses) from derecognition of financial assets
measured at amortised cost
Income /(losses) from net exposure hedging
Gains/(losses) from changes in fair values 9,312,190.32 4,440,645.78
Credit impairment losses 13,422.95 -462.69
Asset impairment losses -49,127,914.01 -29,671,503.48
Gains/(losses) from disposal of assets 36,654.08
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II. Profit/(loss) from operations 179,764,115.40 191,116,620.69
Add: Non-operating income 4,734.90 6,790.47
Less: Non-operating expenses 483,169.12 320,664.96
III. Profit/(loss) before tax 179,285,681.18 190,802,746.20
Less: Income tax expense 36,191,123.71 44,669,984.74
IV. Net profit/(loss) for the year 143,094,557.47 146,132,761.46
(1) Net profit/(loss) from continuing operation 143,094,557.47 146,132,761.46
(2) Net profit/(loss) from discontinued operation
V. Other comprehensive income for the year, after tax
(I) Other comprehensive income that will not be
reclassified subsequently to profit or loss
1. Remeasurement gains
2. Other comprehensive income using the equity method
which will not be reclassified subsequently to profit and
loss
3. Changes in fair value of other equity instrument
investment
4. Changes in fair value of the Company’s own credit
risks
(II) Other comprehensive income to be reclassified
subsequently to profit or loss
1. Other comprehensive income that can be reclassified
to profit or loss in equity method
2. Changes in fair value of other debt instrument
investment
3. Other comprehensive income arising from the
reclassification of financial assets
4. Provision for credit impairment in other debt
investments
5. Reserve for cash flow hedges
6. Exchange differences on translating foreign
operations
VI. Total comprehensive income for the year 143,094,557.47 146,132,761.46
VII. Earnings per share:
(I) Basic earnings per share
(II) Diluted earnings per share
5. Consolidated Statement of Cash Flows
Unit: RMB
Item 2022 2021
I. Cash flows generated from operating activities:
Cash received from the sale of goods and the rendering 1,071,988,258.29 985,553,092.86
of services
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RUMERE CO., LTD 2022 Annual Report
Net increase in customer bank deposits and deposits
from banks and other financial institutions
Net increase in borrowings from the central bank
Net increase in placements from other financial
institutions
Cash received from premiums received on original
insurance contracts
Net cash received from reinsurance business
Net increase in deposit and investments from insurers
Cash received from interests, fees and commissions
Net increasein borrowings from other banks
Net increase in repurchase business funds
Net cash received from securities trading brokerage
business
Cash received from tax refund
Other cash received relating to operating activities 18,892,234.58 12,705,309.08
Subtotal of cash inflows from operating activities 1,090,880,492.87 998,258,401.94
Cash payments for goods purchased and services 697,389,028.81 722,820,075.15
received
Net increase in loans and advances to customers
Net increase of deposits in central bank and other
financial institutions
Cash payments for claims for original insurance contract
Net increase in loans to banks and other financial
institutions
Cash payments to interests, fees and commissions
Cash payments for policyholder dividends resulting
from participation in profits
Cash payments to and on behalf of employees 65,992,227.69 52,562,418.86
Payments for taxes 77,120,435.77 93,725,252.74
Other cash payments relating to operating activities 125,069,779.94 124,947,872.71
Subtotal of cash outflows from operating activities 965,571,472.21 994,055,619.46
Net cash flow from operating activities 125,309,020.66 4,202,782.48
II. Cash flow from investment activities:
Cash received from disposal and redemption of 5,956,550,000.00 1,440,500,000.00
investments
Cash received from returns on investments 42,432,635.85 7,199,857.81
Net cash received from disposals of fixed assets,
intangible assets and other long-term assets 249,000.00
Net cash received from disposals of subsidiaries and
other business units
Other cash received relating to investing activities
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RUMERE CO., LTD 2022 Annual Report
Subtotal of cash inflows from investing activities 5,998,982,635.85 1,447,948,857.81
Cash payments to acquire fixed, intangible and other
long-term assets 68,051,094.72 85,605,163.06
Cash payments to acquire investments 6,240,550,000.00 2,744,500,000.00
Net increase in pledged loan
Net cash payments to acquire subsidiaries and other
business units
Other cash payments relating to investing activities
Subtotal of cash outflows from investing activities 6,308,601,094.72 2,830,105,163.06
Net cash flows from investing activities -309,618,458.87 -1,382,156,305.25
III. Cash flow from financing activities:
Cash received from capital contributions 1,750,720,000.00
Including: Cash receipts from capital contributions form
non-controlling interests of subsidiaries
Cash received from borrowings
Other cash received relating to financing activities
Subtotal of cash inflows from financing activities 1,750,720,000.00
Cash repayments of debts
Cash payments for dividends, distribution of profit and 40,584,000.00
interest expenses
Including: Dividends, distribution of profit paid to non-
controlling shareholders of subsidiaries
Other cash payments relating to financing activities 3,212,832.37 24,988,877.77
Subtotal of cash outflows from financing activities 43,796,832.37 24,988,877.77
Net cash flows from financing activities -43,796,832.37 1,725,731,122.23
IV. Effect of foreign exchange rate changes on cash and
cash equivalents
V. Net increase / (decrease) in cash and cash equivalents -228,106,270.58 347,777,599.46
Plus: Cash and cash equivalents at the beginning of the 370,350,218.44 22,572,618.98
period
VI. Cash and cash equivalents at the end of the period 142,243,947.86 370,350,218.44
6. Statement of Cash Flows
Unit: RMB
Item 2022 2021
I. Cash flowsfrom operating activities:
Cash received from the sale of goods and the rendering 1,070,896,825.29 985,363,507.28
of services
Cash received from tax refund
Other cash received relating to operating activities 17,233,703.74 11,651,399.10
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RUMERE CO., LTD 2022 Annual Report
Subtotal of cash inflows from operating activities 1,088,130,529.03 997,014,906.38
Cash payments for goods purchased and services 723,828,042.25 756,177,325.49
received
Cash payments to and on behalf of employees 45,702,095.32 35,018,359.97
Payments for taxes 67,276,421.41 86,300,314.82
Other cash payments relating to operating activities 123,410,687.34 124,860,733.35
Subtotal of cash outflows from operating activities 960,217,246.32 1,002,356,733.63
Net cash flow froms operating activities 127,913,282.71 -5,341,827.25
II. Cash flow from investment activities:
Cash received from disposal and redemption of
5,956,550,000.00 1,440,500,000.00
investments
Cash received from returns on investments 42,432,635.85 7,199,857.81
Net cash received from disposals of fixed assets,
intangible assets and other long-term assets
Net cash received from disposals of subsidiaries and
other business units
Other cash received relating to investing activities
Subtotal of cash inflows from investing activities 5,998,982,635.85 1,447,699,857.81
Cash payments to acquire fixed, intangible and other 68,008,094.72 84,621,166.98
long-term assets
Cash payments to acquire investments 6,240,550,000.00 2,744,500,000.00
Net cash payments to acquire subsidiaries and other
business units
Other cash payments relating to investing activities
Subtotal of cash outflows from investing activities 6,308,558,094.72 2,829,121,166.98
Net cash flows from investing activities -309,575,458.87 -1,381,421,309.17
III. Cash flow from financing activities:
Cash received from capital contributions 1,750,720,000.00
Cash received from borrowings
Other cash received relating to financing activities
Subtotal of cash inflows from financing activities 1,750,720,000.00
Cash repayments of debts
Cash payments for dividends, distribution of profit and 40,584,000.00
interest expenses
Other cash payments relating to financing activities 3,212,832.37 24,988,877.77
Subtotal of cash outflows from financing activities 43,796,832.37 24,988,877.77
Net cash flows from financing activities -43,796,832.37 1,725,731,122.23
IV. Effect of foreign exchange rate changes on cash and
cash equivalents
V. Net increase / (decrease) in cash and cash equivalents -225,459,008.53 338,967,985.81
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RUMERE CO., LTD 2022 Annual Report
Plus: Cash and cash equivalents at the beginning of the 357,746,978.71 18,778,992.90
period
VI. Cash and cash equivalents at the end of the period 132,287,970.18 357,746,978.71
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RUMERE CO., LTD 2022 Annual Report
7. Consolidated statement of changes in owner’s equity
Amount of the current period
Unit: RMB
2022
Owners’ equity attributable to the parent company
Item Non-
Other equity instruments Total owners'
Less: Other General controlling
Special Surplus Retained equity
Share capital Preference Capital reserves Treasury comprehensive risk Others Subtotal interests
Perpetual reserves reserves earnings
Others stock income reserves
shares bonds
I. Clothing balance of
228,000,000.00 1,782,210,407.28 40,580,187.87 391,211,843.00 2,442,002,438.15 2,442,002,438.15
the Previous Year
Plus: Changes in
accounting policies
Correction of
previous period errors
Business
combinations under
common control
Others
II. Opening Balance
228,000,000.00 1,782,210,407.28 40,580,187.87 391,211,843.00 2,442,002,438.15 2,442,002,438.15
of Current Year
III. Changes in equity
during the reporting 14,309,455.75 112,147,361.38 126,456,817.13 126,456,817.13
period
(I) Total
comprehensive 167,040,817.13 167,040,817.13 167,040,817.13
income
(II) Capital
contributions or
withdrawals by
owners
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RUMERE CO., LTD 2022 Annual Report
1. Ordinary shares
contributed by
2. Capital contributed
by holders of
3. Share-based
payments recognised
in owners’ equity
4. Others
(III) Profit
14,309,455.75 -54,893,455.75 -40,584,000.00 -40,584,000.00
distribution
1. Transfer to surplus
14,309,455.75 -14,309,455.75
reserves
2. Transfer to general
risk reserves
3. Profit distribution
to owners (or -40,584,000.00 -40,584,000.00 -40,584,000.00
shareholders)
4. Others
(IV) Transfer within
owners' equity
1. Capital reserves
converted to share
capital
2. Surplus reserves
converted to share
capital
3. Loss made up by
surplus reserves
4. Changes in the
defined benefit plan
transferred to retained
earnings
5. Other
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RUMERE CO., LTD 2022 Annual Report
comprehensive
income transferred to
retained earnings
6. Others
(V) Special reserves
1. Withdrawal during
the reporting period
2. Usage during the
reporting period
(VI) Others
IV. Clothing balance
228,000,000.00 1,782,210,407.28 54,889,643.62 503,359,204.38 2,568,459,255.28 2,568,459,255.28
of the period
Amount of last period
Unit: RMB
2021
Owners’ equity attributable to the parent company
Non-
Item Other equity instruments Total owners'
Less: Other General
Capital Special Surplus Retained controlling
Share capital Preference Perpetual Treasury comprehensive risk Others Share capital equity
reserves income reserves reserves reserves earnings interests
Others
shares bonds stock
I. Clothing balance of
171,000,000.00 106,531,553.24 25,966,911.72 243,150,560.12 546,649,025.08 546,649,025.08
the Previous Year
Plus: Changes in
accounting policies
Correction of
previous period errors
Business
combinations under
common control
Others
II. Opening Balance
171,000,000.00 106,531,553.24 25,966,911.72 243,150,560.12 546,649,025.08 546,649,025.08
of Current Year
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RUMERE CO., LTD 2022 Annual Report
III. Changes in equity
during the reporting 57,000,000.00 1,675,678,854.04 14,613,276.15 148,061,282.88 1,895,353,413.07 1,895,353,413.07
period
(I) Total
comprehensive 162,674,559.03 162,674,559.03 162,674,559.03
income
(II) Capital
contributions or
57,000,000.00 1,675,678,854.04 1,732,678,854.04 1,732,678,854.04
withdrawals by
owners
1. Ordinary shares
57,000,000.00 1,675,678,854.04 1,732,678,854.04 1,732,678,854.04
contributed by
2. Capital contributed
by holders of
3. Share-based
payments recognised
in owners’ equity
4. Others
(III) Profit
14,613,276.15 -14,613,276.15
distribution
1. Transfer to surplus
14,613,276.15 -14,613,276.15
reserves
2. Transfer to general
risk reserves
3. Profit distribution
to owners (or
shareholders)
4. Others
(IV) Transfer within
owners' equity
1. Capital reserves
converted to share
capital
2. Surplus reserves
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RUMERE CO., LTD 2022 Annual Report
converted to share
capital
3. Loss made up by
surplus reserves
4. Changes in the
defined benefit plan
transferred to retained
earnings
5. Other
comprehensive
income transferred to
retained earnings
6. Others
(V) Special reserves
1. Withdrawal during
the reporting period
2. Usage during the
reporting period
(VI) Others
IV. Clothing balance
228,000,000.00 1,782,210,407.28 40,580,187.87 391,211,843.00 2,442,002,438.15 2,442,002,438.15
of the period
8. Statement of changes in owner's equity of the Parent Company
Amount of the current period
Unit: RMB
2022
Other equity instruments
Item Share capital Less: Other
Perpetual Special Retained Other Total owners'
Preference Capital reserves Treasur comprehensiv Surplus reserves earnings
capital Others reserves s equity
shares y stock e income
securities
I. Clothing balance of the Previous Year 228,000,000.00 1,782,210,407.28 40,580,187.87 365,221,690.71 2,416,012,285.86
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RUMERE CO., LTD 2022 Annual Report
Add：Changes in accounting policies
Correction of prior period errors
Others
II. Operating balance of the current year 228,000,000.00 1,782,210,407.28 40,580,187.87 365,221,690.71 2,416,012,285.86
III. Changes in equity during the reporting
14,309,455.75 88,201,101.72 102,510,557.47
period
(I) Total comprehensive income 143,094,557.47 143,094,557.47
(II) Capital contributions or withdrawals by
owners
1. Ordinary shares contributed by
shareholders
2. Capital contributed by holders of other
equity instruments
3. are-based payments recognised in owners’
equity
4. Others
(III) Profit distribution 14,309,455.75 -54,893,455.75 -40,584,000.00
1. Transfer to surplus reserves 14,309,455.75 -14,309,455.75
2. Profit distribution to owners (or
-40,584,000.00 -40,584,000.00
shareholders)
3. Others
(IV) Transfer within owners' equity
1. Capital reserves converted to share capital
2. Surplus reserves converted to share capital
3. Loss made up by surplus reserves
4. Changes in the defined benefit plan
transferred to retained earnings
5. Other comprehensive income transferred to
retained earnings
6. Others
(V) Special reserves
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RUMERE CO., LTD 2022 Annual Report
1. Withdrawal during the reporting period
2. Usage during the reporting period
(VI) Others
IV. Clothing balance of the period 228,000,000.00 1,782,210,407.28 54,889,643.62 453,422,792.43 2,518,522,843.33
Amount of the previous period
Unit: RMB
2021
Other equity instruments
Item Share capital Less: Other
Perpetual Special Retained
Preference Capital reserves Treasury comprehensive Surplus reserves earnings Others Total owners' equity
capital Others reserves
shares stock income
securities
I. Clothing balance of the Previous Year 171,000,000.00 106,531,553.24 25,966,911.72 233,702,205.40 537,200,670.36
Add：Changes in accounting policies
Correction of prior period errors
Others
II. Operating balance of the current year 171,000,000.00 106,531,553.24 25,966,911.72 233,702,205.40 537,200,670.36
III. Changes in equity during the reporting
57,000,000.00 1,675,678,854.04 14,613,276.15 131,519,485.31 1,878,811,615.50
period
(I) Total comprehensive income 146,132,761.46 146,132,761.46
(II) Capital contributions or withdrawals
57,000,000.00 1,675,678,854.04 1,732,678,854.04
by owners
1. Ordinary shares contributed by
57,000,000.00 1,675,678,854.04 1,732,678,854.04
shareholders
2. Capital contributed by holders of other
equity instruments
3. are-based payments recognised in
owners’ equity
4. Others
(III) Profit distribution 14,613,276.15 -14,613,276.15
1. Transfer to surplus reserves 14,613,276.15 -14,613,276.15
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RUMERE CO., LTD 2022 Annual Report
2. Profit distribution to owners (or
shareholders)
3. Others
(IV) Transfer within owners' equity
1. Capital reserves converted to share
capital
2. Surplus reserves converted to share
capital
3. Loss made up by surplus reserves
4. Changes in the defined benefit plan
transferred to retained earnings
5. Other comprehensive income
transferred to retained earnings
6. Others
(V) Special reserves
1. Withdrawal during the reporting period
2. Usage during the reporting period
(VI) Others
IV. Clothing balance of the period 228,000,000.00 1,782,210,407.28 40,580,187.87 365,221,690.71 2,416,012,285.86
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RUMERE CO., LTD 2022 Annual Report
III. Basic Information of the Company
1. Company profile
Rumere Co., Ltd. (hereinafter referred to as "the Company") has obtained a business license of
enterprise legal person with the registration number of 91320581591184437J issued by Suzhou
Administrative Examination and Approval Bureau. As at December 31, 2022, the Company has had
a registered capital of RMB228,000,000. The office address of the headquarters of the Company is
No. 86, Shenzhen Road, Changfu Street, Changshu City. The legal representative is Guo Jian.
The Company, formerly known as Suzhou Rumere Trading Co., Ltd., restructured into a joint-stock
limited company on June 6, 2019.
The Company has had a original registered capital of RMB 171,000,000 and a share capital of RMB
171,000,000.
Approved by the resolution of the first Interim General Meeting of shareholders of the Company in
2020 and Zheng Jian Xu Ke [2021] No.2597 issued by CSRC, in October 2021, the Company publicly
offered RMB57,000,000 ordinary shares(A-stock) with a par value of 1.00 RMB/per share in China.
After the initial public offerings, the Company has had a registered capital of RMB228,000,000.
The Company mainly engages in the following: R&D, production, and online sales of Rumere's own
clothing brand products.
The financial statements were approved for issue by the Board of Directors of the Company on April
25 , 2023.
2. Scope of Consolidation
(1) Incorporated subsidiaries of the Company
Proportion of
Sequence Abbreviation of
Name of subsidiary Shareholding %
Number Subsidiaries
Direct Indirect
Shanghai Rumere Brand Management
1 Shanghai Rumere 100.00
Co., Ltd.
2 Suzhou Meicang Fashion Co., Ltd. Meicang Fashion 100.00
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RUMERE CO., LTD 2022 Annual Report
Proportion of
Sequence Abbreviation of
Name of subsidiary Shareholding %
Number Subsidiaries
Direct Indirect
Suzhou Rumere International Trade Co.,
3 Rumere International 100.00
Ltd.
For details of the subsidiaries mentionded above, please refer to Note IX "Interest in Other Entities".
(2) Change of the scope of consolidation
There was no change in the scope of consolidation during the reporting period.
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 assessed its ability to continually operate for the next twelve months from the end
of the reporting period, and no any matters that may result in doubt on its ability as a going concern
were noted. Therefore, it is reasonable for the Company to prepare financial statements on the going
concern basis.
V. Significant Accounting Policies and Accounting Estimates
Specific accounting policies and accounting estimates:
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RUMERE CO., LTD 2022 Annual Report
The following significant accounting policies and accounting estimates of the Company are
formulated in accordance with the Accounting Standards for Business Enterprises. Businesses not
mentioned are complied with relevant accounting policies of the Accounting Standards for Business
Enterprises.
1. Statement of Compliance with the Accounting Standards for Business Enterprises
The Company prepares its financial statements in accordance with the requirements of the Accounting
Standards for Business Enterprises, truly and completely reflecting the Company’s financial position
as at 31 December 2022, and its operating results, changes in shareholders' equity, cash flows and
other related information for the year then ended.
2. Accounting period
The accounting year of the Company is from January 1 to December 31 in calendar year.
3. Operating cycle
The normal operating cycle of the Company is twelve months.
4. Functional Currency
The Company takes Renminbi Yuan (“RMB”) as the functional currency.
5. Method of Preparing the Consolidated Financial Statements
(1) Scope of consolidation
All the subsidiaries of the Company are wholly-owned subsidiaries.
(2) Method of preparing consolidated financial statements
The consolidated financial statements shall be prepared by the Company based on the financial
statements of the Company and its subsidiaries, and using other related information.
When preparing consolidated financial statements, the Company shall consider the entire group as an
accounting entity, adopt uniform accounting policies and apply the requirements of Accounting
Standard for Business Enterprises related to recognition, measurement and presentation. The
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RUMERE CO., LTD 2022 Annual Report
consolidated financial statements shall reflect the overall financial position, operating results and cash
flows of the group.
(i) Like items of assets, liabilities, equity, income, expenses and cash flows of the parent are combined
with those of the subsidiaries.
(ii) The carrying amount of the parent’s investment in each subsidiary is eliminated (off-set) against
the parent’s portion of equity of each subsidiary.
(iii) Eliminate the impact of intragroup transactions between the Company and the subsidiaries or
between subsidiaries, and when intragroup transactions indicate an impairment of related assets, the
losses shall be recognised in full.
(iv) Make adjustments to special transactions from the perspective of the group.
(3) Special considerations in consolidation elimination
If temporary timing difference between the book value of the assets and liabilities in the consolidated
statement of financial position and their tax basis is generated as a result of elimination of unrealized
inter-company transaction profit or loss, deferred tax assets of deferred tax liabilities shall be
recognised, and income tax expense in the consolidated statement of profit or loss shall be adjusted
simultaneously, excluding deferred taxes related to transactions or events directly recognised in
owner’s equity or business combination.
6. Cash and Cash Equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash
equivalents include short-term (generally within three months of maturity at acquisition), highly
liquid investments that are readily convertible into known amounts of cash and which are subject to
an insignificant risk of changes in value.
7. Foreign Currency Transactions and Translation of Foreign Currency Financial Statements
(1) Methods for translation of transactions denominated in foreign currencies
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RUMERE CO., LTD 2022 Annual Report
At the time of initial recognition of a foreign currency transaction, the amount in the foreign currency
shall be translated into the amount in the functional currency at the spot exchange rate of the
transaction date.
(2) Translation of monetary items denominated in foreign currency on the balance sheet date
The foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet
date. The balance of exchange arising from the difference between the spot exchange rate on the
balance sheet date and the spot exchange rate at the time of initial recognition or prior to the balance
sheet date shall be recorded into the profits and losses at the current period. The foreign currency non-
monetary items measured at the historical cost shall still be translated at the spot exchange rate on the
transaction date; for the foreign currency non-monetary items restated to a fair value measurement,
shall be translated into the at the spot exchange rate at the date when the fair value was determined,
the difference between the restated functional currency amount and the original functional currency
amount shall be recorded into the profits and losses at the current period.
8. Financial instruments
Financial instrument is any contract which gives rise to both a financial asset of one entity and a
financial liability or equity instrument of another entity.
(1) Recognition and derecognition of financial instrument
A financial asset or a financial liability should be recognised in the statement of financial position
when, and only when, an entity becomes party to the contractual provisions of the instrument.
A financial asset can only be derecognised when meets one of the following conditions:
(i) The rights to the contractual cash flows from a financial asset expire
(ii) The financial asset has been transferred and meets one of the following derecognition conditions:
Financial liabilities (or part thereof) are derecognised only when the liability is extinguished—i.e.,
when the obligation specified in the contract is discharged or cancelled or expires. An exchange of
the Company (borrower) and lender of debt instruments that carry significantly different terms or a
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substantial modification of the terms of an existing liability are both accounted for as an
extinguishment of the original financial liability and the recognition of a new financial liability.
Purchase or sale of financial assets in a regular-way shall be recognised and derecognised using trade
date accounting. A regular-way purchase or sale of financial assets is a transaction under a contract
whose terms require delivery of the asset within the time frame established generally by regulations
or convention in the market place concerned. Trade date is the date at which the entity commits itself
to purchase or sell an asset.
(2) Classification and measurement of financial assets
At initial recognition, the Company classified its financial asset based on both the business model for
managing the financial asset and the contractual cash flow characteristics of the financial asset:
financial asset at amortised cost, financial asset at fair value through profit or loss (FVTPL).
Reclassification of financial assets is permitted if, and only if, the objective of the entity’s business
model for managing those financial assets changes. In this circumstance, all affected financial assets
shall be reclassified on the first day of the first reporting period after the changes in business model;
otherwise the financial assets cannot be reclassified after initial recognition.
Financial assets shall be measured at initial recognition at fair value. For financial assets measured at
FVTPL, transaction costs are recognised in current profit or loss. For financial assets not measured
at FVTPL, transaction costs should be included in the initial measurement.
Subsequent measurement of financial assets will be based on their categories:
(i)Financial asset at amortised cost
The financial asset at amortised cost category of classification applies when both the following
conditions are met: the financial asset is held within the business model whose objective is to hold
financial assets in order to collect contractual cash flows, and the contractual term of the financial
asset gives rise on specified dates to cash flows that are solely payment of principal and interest on
the principal amount outstanding. These financial assets are subsequently measured at amortised cost
by adopting the effective interest rate method. Any gain or loss arising from derecognition according
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to the amortization under effective interest rate method or impairment are recognised in current profit
or loss.
(ii) Financial asset at fair value through profit or loss (FVTPL)
Financial asset at fair value through profit or loss shoulds be subsequently measured at fair value. All
the changes in fair value are included in current profit or loss.
(3) Classification and measurement of financial liabilities
All the financial liabilities of the Company are financial liabilities at amortised cost. After initial
recognition, the Company measured these financial liabilities at amortised cost using the effective
interest method.
(4) Impairment of financial instruments
The Company shall recognise a loss allowance based on expected credit losses on a financial asset
that is measured at amortised cost.
(i) Measurement of expected credit losses
Expected credit losses are the weighted average of credit losses of the financial instruments with the
respective risks of a default occurring as the weights. Credit loss is the difference between all
contractual cash flows that are due to the Company in accordance with the contract and all the cash
flows that the Company expects to receive (ie all cash shortfalls), discounted at the original effective
interest rate or credit- adjusted effective interest rate for purchased or originated credit-impaired
financial assets.
Lifetime expected credit losses are the expected credit losses that result from all possible default
events over the expected life of a financial instrument.
12-month expected credit losses are the portion of lifetime expected credit losses that represent the
expected credit losses that result from default events on a financial instrument that are possible within
the 12 months after the reporting date (or the expected lifetime, if the expected life of a financial
instrument is less than 12 months).
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At each reporting date, the Company classifies financial instruments into three stages and makes
provisions for expected credit losses accordingly. A financial instrument of which the credit risk has
not significantly increased since initial recognition is at stage 1. The Company shall measure the loss
allowance for that financial instrument at an amount equal to 12-month expected credit losses. A
financial instrument with a significant increase in credit risk since initial recognition but is not
considered to be credit-impaired is at stage 2. The Company shall measure the loss allowance for that
financial instrument at an amount equal to the lifetime expected credit losses. A financial instrument
is considered to be credit-impaired as at the end of the reporting period is at stage 3. The Company
shall measure the loss allowance for that financial instrument at an amount equal to the lifetime
expected credit losses.
The Company may assume that the credit risk on a financial instrument has not increased significantly
since initial recognition if the financial instrument is determined to have low credit risk at the
reporting date and measure the loss allowance for that financial instrument at an amount equal to 12-
month expected credit losses.
For financial instrument at stage 1, stage 2 and those have low credit risk, the interest revenue shall
be calculated by applying the effective interest rate to the gross carrying amount of a financial asset
(ie, impairment loss not been deducted). For financial instrument at stage 3, interest revenue shall be
calculated by applying the effective interest rate to the amortised cost after deducting of impairment
loss.
For other receivables which are demonstrated to be impaired by any objective evidence, or applicable
for individual assessment, the Company shall individually assess for impairment and recognise the
loss allowance for expected credit losses. If the Company determines that no objective evidence of
impairment exists for other receivables, or the expected credit loss of a single financial asset cannot
be assessed at reasonable cost, such other receivables shall be divided into several groups with similar
credit risk characteristics and collectively calculated the expected credit loss. The determination basis
of groups is as following:
The accounts receivable are all related party customers within the consolidated scope. Expected credit
loss on these financial assets are estimated using a provision matrix based on the Company’s historical
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credit loss experience, and an assessment of both the current and forecast general economic conditions
at the balance sheet date.
Determination basis of other receivables is as following:
Group 1 of other receivables: Deposit, guarantee receivable and imprest funds
Group 2 of other receivables: temporary payments and others
For each group, the Company calculates expected credit losses through default exposure and the 12-
months or lifetime expected credit losses rate, taking reference to historical experience for credit
losses and considering current condition and expectation for the future economic situation.
(ii) Low credit risk
If the financial instrument has a low risk of default, the borrower has a strong capacity to meet its
contractual cash flow obligations in the near term and adverse changes in economic and business
conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfill
its contractual cash flow obligations.
(iii) Significant increase in credit risk
The Company shall assess whether the credit risk on a financial instrument has increased significantly
since initial recognition, using the change in the risk of a default occurring over the expected life of
the financial instrument, through the comparison of the risk of a default occurring on the financial
instrument as at the reporting date with the risk of a default occurring on the financial instrument as
at the date of initial recognition.
To make that assessment, the Company shall consider reasonable and supportable information, that
is available without undue cost or effort, and that is indicative of significant increases in credit risk
since initial recognition, including forward-looking information. The information considered by the
Company are as following:
Significant changes in internal price indicators of credit risk as a result of a change in
credit risk since inception
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Existing or forecast adverse change in the business, financial or economic conditions of
the borrower that results in a significant change in the borrower’s ability to meet its debt
obligations；
An actual or expected significant change in the operating results of the borrower; An
actual or expected significant adverse change in the regulatory, economic, or technological
environment of the borrower；
Significant changes in the value of the collateral supporting the obligation or in the
quality of third-party guarantees or credit enhancements, which are expected to reduce the
borrower’s economic incentive to make scheduled contractual payments or to otherwise
influence the probability of a default occurring;
Significant change that are expected to reduce the borrower’s economic incentive to
make scheduled contractual payments;
Expected changes in the loan documentation including an expected breach of contract
that may lead to covenant waivers or amendments, interest payment holidays, interest rate
step-ups, requiring additional collateral or guarantees, or other changes to the contractual
framework of the instrument；
Significant changes in the expected performance and behavior of the borrower；
Contractual payments are more than 30 days past due.
Depending on the nature of the financial instruments, the Company shall assess whether the credit
risk has increased significantly since initial recognition on an individual financial instrument or a
group of financial instruments. When assessed based on a group of financial instruments, the
Company can group financial instruments on the basis of shared credit risk characteristics, for
example, past due information and credit risk rating.
Generally, the Company shall determine the credit risk on a financial asset has increased significantly
since initial recognition when contractual payments are more than 30 days past due. The Company
can only rebut this presumption if the Company has reasonable and supportable information that is
available without undue cost or effort, that demonstrates that the credit risk has not increased
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significantly since initial recognition even though the contractual payments are more than 30 days
past due.
(iv) Credit-impaired financial asset
The Company shall assess at each reporting date whether the credit impairment has occurred for
financial asset at amortised cost. A financial asset is credit-impaired when one or more events that
have a detrimental impact on the estimated future cash flows of that financial asset have occurred.
Evidences that a financial asset is credit-impaired include observable data about the following events:
Significant financial difficulty of the issuer or the borrower；a breach of contract, such as a default
or past due event; the lender(s) of the borrower, for economic or contractual reasons relating to the
borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s)
would not otherwise consider；it is becoming probable that the borrower will enter bankruptcy or
other financial reorganisation;the disappearance of an active market for that financial asset because
of financial difficulties；the purchase or origination of a financial asset at a deep discount that reflects
the incurred credit losses.
(v) Presentation of impairment of expected credit loss
In order to reflect the changes of credit risk of financial instrument since initial recognition, the
Company shall at each reporting date remeasure the expected credit loss and recognise in profit or
loss, as an impairment gain or loss, the amount of expected credit losses addition (or reversal). For
financial asset at amortised cost, the loss allowance shall reduce the carrying amount of the financial
asset in the statement of financial position.
(vi) Write-off
The Company shall directly reduce the gross carrying amount of a financial asset when the Company
has no reasonable expectations of recovering the contractual cash flow of a financial asset in its
entirety or a portion thereof. Such write-off constitutes a derecognition of the financial asset. This
circumstance usually occurs when the Company determines that the debtor has no assets or sources
of income that could generate sufficient cash flow to repay the write-off amount.
Recovery of financial asset written off shall be recognised in profit or loss as reversal of impairment
loss.
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(5) Determination of fair value of financial instruments
Determination of fair value of financial assets and financial liabilities please refer to NoteV (9).
9. Fair Value Measurement
Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
The Company determines fair value of the related assets and liabilities based on market value in the
principal market, or in the absence of a principal market, in the most advantageous market price for
the related asset or liability. The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
The principal market is the market in which transactions for an asset or liability take place with the
greatest volume and frequency. The most advantageous market is the market which maximizes the
value that could be received from selling the asset and minimizes the value which is needed to be
paid in order to transfer a liability, considering the effect of transport costs and transaction costs both.
If the active market of the financial asset or financial liability exists, the Company shall measure the
fair value using the quoted price in the active market. If the active market of the financial instrument
is not available, the Company shall measure the fair value using valuation techniques.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
Valuation techniques
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, including the market approach, the income
approach and the cost approach. The Company shall use valuation techniques consistent with one or
more of those approaches to measure fair value. If multiple valuation techniques are used to measure
fair value, the results shall be evaluated considering the reasonableness of the range of values
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indicated by those results. A fair value measurement is the point within that range that is most
representative of fair value in the circumstances.
When using the valuation technique, the Company shall give the priority to relevant observable inputs.
The unobservable inputs can only be used when relevant observable inputs is not available or
practically would not be obtained. Observable inputs refer to the information which is available from
market and reflects the assumptions that market participants would use when pricing the asset or
liability. Unobservable Inputs refer to the information which is not available from market and it has
to be developed using the best information available in the circumstances from the assumptions that
market participants would use when pricing the asset or liability.
Fair value hierarchy
To Company establishes a fair value hierarchy that categorises into three levels the inputs to valuation
techniques used to measure fair value. The fair value hierarchy gives the highest priority to Level 1
inputs and second to the Level 2 inputs and the lowest priority to Level 3 inputs. Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are
unobservable inputs for the asset or liability.
10. Inventories
(1) Classification of inventories
Inventories are finished goods or products held for sale in the ordinary course of business, in the
process of production for such sale, or in the form of materials or supplies to be consumed in the
production process, including raw materials, Inventories mainly include raw materials, materials for
consigned processing, goods in progress, commodity stocks and goods in transit.
(2) Measurement method of cost of inventories
Cost of raw materials and cost of materials for consigned processing are calculated using the weighted
average method.
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The Company adopts the standard cost method for the goods in transit and commodity stocks. At the
end of the period, the difference between the standard cost and the actual cost will be shared among
the goods in transit, commodity stocks and operating costs.
(3) Inventory system
The perpetual inventory system is adopted. The inventories should be counted at least once a year,
and surplus or losses of inventory stocktaking shall be included in current profit and loss.
(4) Provision for impairment of inventory
Inventories are stated at the lower of cost and net realizable value. The excess of cost over net
realizable value of the inventories is recognised as provision for impairment of inventory, and
recognised in current profit or loss.
Net realizable value of the inventory should be determined on the basis of reliable evidence obtained,
and factors such as purpose of holding the inventory and impact of post balance sheet event shall be
considered.
The Company determines the proportion of providing impairment of commodity stocks according to
the industry characteristics, product sales strategy, sales price and other elements. The specific
proportion of providing impairment is as follows:
Aging Proportion of providing impairment (%)
Within 1 year (inclusive) -
1-2 years 30.00
2-3 years 50.00
Over 3 years 100.00
No provision for impairment loss of goods in transit needs to be calculated considering that such
goods had been deliveried to the customers.
For raw materials that are damaged, sluggish and other impairment conditions, the provisions for
inventory impairment are determined on an individual basis. For all other cases, the provisions for
raw materials impairment are determined on an aging basis. The specific proportion of providing
impairment is as follows:
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Aging Proportion of providing impairment (%)
Within 1 year (inclusive) -
1-2 years 30.00
2-3 years 50.00
Over 3 years 100.00
If any factor rendering write-downs of the inventories has been eliminated at the reporting date, the
amounts written down are recovered and reversed to the extent of the inventory impairment, which
has been provided for. The reversal shall be included in profit or loss.
11. Long-term Equity Investments
The Company's long-term equity investment only includes the equity investments where an investor
has control of.
(1) Determination of initial investment cost
Long-term equity investments generated in business combinations, the investment cost shall be
determined based on the following requirements:
For a business combination involving enterprises under common control, if the Company makes
payment in cash as the consideration for the business combination, the share of carrying amount of
the owners’ equity of the acquiree in the consolidated financial statements of the ultimate controlling
party is recognised as the initial cost of the long-term equity investment on the combination date. The
difference between the initial investment cost and the carrying amount of cash paid shall be adjusted
against the capital reserve; if capital reserve is not enough to be offset, undistributed profit shall be
offset in turn.
Long-term equity investments acquired not through the business combination, the investment cost
shall be determined based on the following requirements:
For long-term equity investments acquired by payments in cash, the initial cost is the actually paid
purchase cost.
(2) Subsequent measurement and recognition of profit or loss
Long-term equity investment to an entity over which the Company has ability of control shall be
accounted for at cost method.
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For Long-term equity investment at cost method, cost of the long-term equity investment shall be
adjusted when additional amount is invested or a part of it is withdrawn. The Company recognises its
share of cash dividends or profits which have been declared to distribute by the investee as current
investment income.
(3) Impairment testing and provision for impairment loss
For investment in subsidiaries , provision for impairment loss please refer to Notes V (15).
12. Fixed assets
(1) Recognition criteria of fixed assets
Fixed assets will only be recognised at the actual cost paid when obtaining as all the following criteria
are satisfied:
(i) It is probable that the economic benefits relating to the fixed assets will flow into the Company;
(ii) The costs of the fixed assets can be measured reliably.
Subsequent expenditure for fixed assets shall be recorded in cost of fixed assets, if recognition criteria
of fixed assets are satisfied, otherwise the expenditure shall be recorded in current profit or loss when
incurred.
(2) Depreciation methods of fixed assets
The Company begins to depreciate the fixed asset from the next month after it is available for intended
use using the straight-line-method. The estimated useful life and annual depreciation rates which are
determined according to the categories, estimated economic useful lives and estimated net residual
rates of fixed assets are listed as followings:
Depreciation Estimated useful
Category Residual Category
method life (year)
Buildings and Straight line 30 years 5.00 3.17
constructions depreciation
Straight line
Vehicles 6 years 5.00 15.83
depreciation
Machinery Straight line 5-10 years 5.00 9.5-19.00
equipment depreciation
Electrical Straight line 3 years 5.00 31.67
equipment depreciation
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For the fixed assets with impairment provided, the impairment provision should be excluded from
the cost when calculating depreciation.
At the end of reporting period, the Company shall review the useful life, estimated net residual value
and depreciation method of the fixed assets. Estimated useful life of the fixed assets shall be adjusted
if it is changed compared to the original estimation.
13. Construction in Progress
(a) Classification of construction in progress
Construction in progress is measured on an individual project basis.
(b) Recognition criteria and timing of transfer from construction in progress to fixed assets
The initial book values of the fixed assets are stated at total expenditures incurred before they are
ready for their intended use, including construction costs, original price of machinery equipment,
other necessary expenses incurred to bring the construction in progress to get ready for its intended
use. The construction in progress shall be transferred to fixed asset when the installation or
construction is ready for the intended use. For construction in progress that has been ready for their
intended use but relevant budgets for the completion of projects have not been completed, the
estimated values of project budgets, prices, or actual costs should be included in the costs of relevant
fixed assets, and depreciation should be provided according to relevant policies of the Company when
the fixed assets are ready for intended use. After the completion of budgets needed for the completion
of projects, the estimated values should be substituted by actual costs, but depreciation already
provided is not adjusted.
14. Intangible Assets
(a) Measurement method of intangible assets
Intangible assets are recognised at actual cost at acquisition.
(b) The useful life and amortisation of intangible assets
The estimated useful lives of the intangible assets with finite useful lives are as follows:
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Category Estimated useful life Basis
Land use Legal life
50 years
rights
The service life is determined by reference to the
Software 10 years period that can bring economic benefits to the
Company
For intangible assets with finite useful life, the estimated useful life and amortisation method are
reviewed annually at the end of each reporting period and adjusted when necessary. No change has
incurred in current year in the estimated useful life and amortisation method upon review.
(3) Criteria of classifying expenditures on internal research and development projects into
research phase and development phase
①Preparation activities related to materials and other relevant aspects undertaken by the Company
for the purpose of further development shall be treated as research phase.
②Development activities after the research phase of the Company shall be treated as development
phase..
The Company only includes the expenditures incurred during the research phase of internal research
and development projects, which shall be recognised in profit or loss when incurred.
15. Impairment of Long-Term Assets
Impairment loss of long-term equity investment in subsidiaries, fixed assets ,constructions in progress,
intangible assets, etc.(excluding inventories, deferred tax assets, financial assets), shall be determined
according to following method:
The Company shall assess at the end of each reporting period whether there is any indication that an
asset may be impaired. If any such indication exists, the Company shall estimate the recoverable
amount of the asset and test for impairment.
The recoverable amounts of the long-term assets are the higher of their fair values less costs to dispose
and the present values of the estimated future cash flows of the long-term assets. The Company
estimate the recoverable amounts on an individual basis. If it is difficult to estimate the recoverable
amount of the individual asset, the Company estimates the recoverable amount of the groups of assets
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that the individual asset belongs to. Identification of a group of asset is based on whether the cash
inflows from it are largely independent of the cash inflows from other assets or groups of assets.
If, and only if, the recoverable amount of an asset or a group of assets is less than its carrying amount,
the carrying amount of the asset shall be reduced to its recoverable amount and the provision for
impairment loss shall be recognised accordingly.
The mentioned impairment loss will not be reversed in subsequent accounting period once it had been
recognised.
16. Long-term Deferred Expenses
Long-term deferred expenses are various expenses already incurred, which shall be amortised over
current and subsequent periods with the amortisation period exceeding one year.
Long-term deferred expenses are evenly amortised over the beneficial period and the amortised period
for each expense are as following:
Item Amortisation period
Decoration costs Expected benefit period
17. Employee Benefits
(1) Short-term employee benefits
(i) Employee basic salary (salary, bonus, allowance, subsidy)
The Company recognises, in the accounting period in which an employee provides service, actually
occurred short-term employee benefits as a liability, with a corresponding charge to current profit
except for those recognised as capital expenditure based on the requirement of accounting standards.
(ii) Employee welfare
The Company shall recognise the employee welfare based on actual amount when incurred into
current profit or loss or related capital expenditure. Employee welfare shall be measured at fair value
as it is a non-monetary benefits.
(iii) Social insurance such as medical insurance, work injury insurance and maternity insurance,
housing funds, labor union fund and employee education fund
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Payments made by the Company of social insurance for employees, such as medical insurance, work
injury insurance and maternity insurance, payments of housing funds, and labor union fund and
employee education fund accrued in accordance with relevant requirements, in the accounting period
in which employees provide services, is calculated according to required accrual bases and accrual
ratio in determining the amount of employee benefits and the related liabilities, which shall be
recognised in current profit or loss or the cost of relevant asset.
(2) Post-employment benefits
Defined contribution plans
The Company shall recognise, in the accounting period in which an employee provides service, the
contribution payable to a defined contribution plan as a liability, with a corresponding charge to the
current profit or loss or the cost of a relevant asset.
(3) Termination benefits
The Company providing termination benefits to employees shall recognise an employee benefits
liability for termination benefits, with a corresponding charge to the profit or loss of the reporting
period, at the earlier of the following dates:
(i) When the Company cannot unilaterally withdraw the offer of termination benefits because of an
employment termination plan or a curtailment proposal.
(ii) When the Company recognises costs or expenses related to a restructuring that involves the
payment of termination benefits.
18. Estimated Liabilities
(a) Recognition criteria of estimated liabilities
The Company recognises the estimated liabilities when obligations related to contingencies satisfy
all the following conditions:
(i) That obligation is a current obligation of the Company;
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(ii) It is likely to cause any economic benefit to flow out of the Company as a result of performance
of the obligation; and
(iii) The amount of the obligation can be measured reliably.
(b) Measurement method of estimated liabilities
The estimated liabilities of the Company are initially measured at the best estimate of expenses
required for the performance of relevant present obligations. The Company, when determining the
best estimate, has had a comprehensive consideration of risks with respect to contingencies,
uncertainties and the time value of money. The carrying amount of the estimated liabilities shall be
reviewed at the end of every reporting period. If conclusive evidences indicate that the carrying
amount fails to be the best estimate of the estimated liabilities, the carrying amount shall be adjusted
based on the updated best estimate.
The specific measurement method of estimated liabilities due to expected sales return: The Company
shall be measured estimated liabilities at 0.5 percent of the sales amount in the last month prior to the
balance sheet date.
19. Revenue
(1) General Principles
Revenue is defined as the gross inflow of economic benefits arising in the course of the ordinary
activities of the Company when those inflows result in the increases in shareholders’ equity, other
than increases relating to contributions from shareholders.
The Company shall recognise revenue when it satisfies a performance obligation in the contract as
the customer obtains control of a good . Control of a good refers to the ability to direct the use of,
and obtain substantially all of the remaining economic benefits from, the good or service.
The Company shall recognise revenue when it satisfies a performance obligation in the contract as
the customer obtains control of a good . Control of a good refers to the ability to direct the use of,
and obtain substantially all of the remaining economic benefits from, the good or service.
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The Company shall recognise revenue at the point in which a customer obtains control of a promised
good or service if a performance obligation is satisfied at a point in time. To determine the point in
time at which a customer obtains control of a promised good or service, the Company shall consider
indicators of the transfer of control, which include, but are not limited to, the followings:
(i) The Company has a present right to payment for the good or service – a customer is presently
obliged to pay for the good or service;
(ii) The Company has transferred legal title of an asset to a customer - the customer has legal title to
the asset;
(iii) The Company has transferred physical possession of an asset to a customer - the customer has
physical possession of the asset;
(iv) The Company has transferred the significant risks and rewards of ownership of the asset to a
customer - the customer has the significant risks and rewards of ownership of the asset;
(v) The customer has accepted the asset.
Sale with a right of return
For sales with a right of return, when the customer obtains the control of a product, the Company
shall recognise revenue for the transferred products in the amount of consideration to which the
Company expects to be entitled and a refund liability at the amounts receivable for which the
Company does not expect to be entitled; meanwhile, an asset shall be recognised as receivables on
the cost of return measured at the former carrying amount of the product expected to be returned less
any expected costs to recover those products (including potential decreases in the value to the entity
of returned products), and the net amount of the former carrying amount of the product when
transferred to the customer less above mentioned cost shall be recorded into the cost of sales. At the
end of each reporting period, the Company shall re-assess the expectations about the sales return and
remeasure above mentioned assets and liabilities.
(2) Specific Method
Revenue recognition methods of the Company are as follows:
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According to the contract of sales of goods between the Company and the customer, the Company
satisfies a performance obligation by transferring goods to the customer, which is a performance
obligation satisfied at a point in time.
The specific method about online clothing sales recognition of the Company are as follows: Revenue
can be recognised when one of the following condition is satisfied: (1)the Company has transferred
the promised goods to the receiver's address, which filled in the order placed by the end-customers
and the end-customer has clicked "confirm receipt" button; (2)The Company has transferred the
promised goods to the receiver's address, which filled in the order placed by the end-customers, and
the system automatically confirms receipt after the given time according to the rules made by the
platform, and platform gave the money to the seller.
20. Government Grants
(a) Recognition of government grants
A government grant shall not be recgonised until there is reasonable assurance that:
(i) The Company will comply with the conditions attaching to them; and
(ii) The grants will be received.
(b) Measurement of government grants
Monetary grants from the government shall be measured at amount received or receivable.
(c) Accounting for government grants
(i) Government grants related to assets
Government grants pertinent to assets mean the government grants that are obtained by the Company
used for purchase or construction, or forming the long-term assets by other ways. Government grants
pertinent to assets shall be recognised as deferred income, and should be recognised in profit or loss
on a systematic basis over the useful lives of the relevant assets. When the relevant assets are sold,
transferred, written off or damaged before the assets are terminated, the remaining deferred income
shall be transferred into profit or loss of the period of disposing relevant assets.
(ii) Government grants related to income
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Government grants other than related to assets are classified as government grants related to income.
Government grants related to income are accounted for in accordance with the following principles:
If the government grants related to income are used to compensate the enterprise’s relevant expenses
or losses in future periods, such government grants shall be recognised as deferred income and
included into profit or loss in the same period as the relevant expenses or losses are recognised;
If the government grants related to income are used to compensate the enterprise’s relevant expenses
or losses incurred, such government grants are directly recognised into current profit or loss.
For government grants comprised of part related to assets as well as part related to income, each part
is accounted for separately; if it is difficult to identify different part, the government grants are
accounted for as government grants related to income as a whole.
Government grants related to daily operation activities are recognised in other income in accordance
with the nature of the activities, and government grants irrelevant to daily operation activities are
recognised in non-operating income.
21. Deferred Tax Assets and Deferred Tax Liabilities
Temporary differences are differences between the carrying amount of an asset or liability in the
statement of financial position and its tax base at the balance sheet date. The Company recognise and
measure the effect of taxable temporary differences and deductible temporary differences on income
tax as deferred tax liabilities or deferred tax assets using liability method. Deferred tax assets and
deferred tax liabilities shall not be discounted.
(a) Recognition of deferred tax assets
Deferred tax assets should be recognised for deductible temporary differences, the carryforward of
unused tax losses and the carryforward of unused tax credits to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, the carryforward
of unused tax losses and the carryforward of unused tax credits can be utilised at the tax rates that are
expected to apply to the period when the asset is realised, unless the deferred tax asset arises from the
initial recognition of an asset or liability in a transaction that:
(i) Is not a business combination; and
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(ii) At the time of the transaction, affects neither accounting profit nor taxable profit (tax loss)
The Company shall recognise a deferred tax asset for all deductible temporary differences arising
from investments in subsidiaries, associates and joint ventures, only to the extent that, it is probable
that:
(i) The temporary difference will reverse in the foreseeable future; and
(ii) Taxable profit will be available against which the deductible temporary difference can be utilised.
At the end of each reporting period, if there is sufficient evidence that it is probable that taxable profit
will be available against which the deductible temporary difference can be utilized, the Company
recognises a previously unrecognised deferred tax asset.
The carrying amount of a deferred tax asset shall be reviewed at the end of each reporting period. The
Company shall reduce the carrying amount of a deferred tax asset to the extent that it is no longer
probable that sufficient taxable profit will be available to allow the benefit of part or all of that
deferred tax asset to be utilised. Any such reduction shall be reversed to the extent that it becomes
probable that sufficient taxable profit will be available.
(b) Recognition of deferred tax liabilities
A deferred tax liability shall be recognised for all taxable temporary differences at the tax rate that
are expected to apply to the period when the liability is settled.
(c) Recognition of deferred tax liabilities or assets involved in special transactions or events
(i) Unused tax losses and unused tax credits
Unused tax losses and unused tax credits generated from daily operation of the Company itself
Deductible loss refers to the loss calculated and permitted according to the requirement of tax law
that can be offset against taxable income in future periods. The criteria for recognising deferred tax
assets arising from the carryforward of unused tax losses and tax credits are the same as the criteria
for recognising deferred tax assets arising from deductible temporary differences. The Company
recognises a deferred tax asset arising from unused tax losses or tax credits only to the extent that
there is convincing other evidence that sufficient taxable profit will be available against which the
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RUMERE CO., LTD 2022 Annual Report
unused tax losses or unused tax credits can be utilised by the Company. Income taxes in current profit
or loss shall be deducted as well.
(ii) Temporary difference generated in consolidation elimination
When preparing consolidated financial statements, if temporary difference between carrying value of
the assets and liabilities in the consolidated financial statements and their taxable bases is generated
from elimination of inter-company unrealized profit or loss, deferred tax assets or deferred tax
liabilities shall be recognised in the consolidated financial statements, and income taxes expense in
current profit or loss shall be adjusted as well except for deferred tax related to transactions or events
recognised directly in equity and business combination.
22. Leases
(1) Accounting treatment method for operating lease
(a) Identifying a lease
At inception of a contract, the Company shall assess 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 one or more
identified assets 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 shall
assess whether, throughout the period of use, the customer has the right to obtain substantially all of
the economic benefits from use of the identified asset and to direct the use of the identified asset.
The Company includes only leases as lessee.
(b) Identifying a separate lease component
When a contract includes more than one separate lease components, the Company shall separate
components of the contract and account for each lease component separately. The right to use an
underlying asset is a separate lease component if both conditions have been satisfied: (i) 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; (ii) the underlying asset is neither highly dependent on, nor highly
interrelated with, the other underlying assets in the contract.
(c) The Company as a lessee
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At the commencement date, the Company identifies the lease that has a lease term of 12 months or
less and does not contain a purchase option as a short-term lease. A lease qualifies as a lease of a low-
value asset if the nature of the asset is such that, when new, the asset is typically of low value less
than RMB50,000. If the Company subleases an asset, or expects to sublease an asset, the head lease
does not qualify as a lease of a low-value asset.
For asset included in short-term leases or leases for which the underlying asset is of low value/ all the
short-term leases or leases for which the underlying asset is of low value, the Company shall recognise
the lease payments associated with those leases as cost of relevant asset or expenses in current profit
or loss on a straight-line basis over the lease term.
Except for the election of simple treatment as short-term lease or lease of a low-value asset as
mentioned above, at the commencement date, the Company shall recognise a right-of-use asset and a
lease liability.
(i) Right-of-use asset
A right-of-use asset is an asset that represents a lessee’s right to use an underlying asset for the lease
term.
At the commencement date, the Company shall initially measure the right-of-use asset at cost. The
cost of the right-of-use asset shall comprise:
the amount of the initial measurement of the lease liability；
any lease payments made at or before the commencement date, less any lease incentives received;
any initial direct costs incurred by the lessee; and
an estimate of costs to be incurred by the lessee 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. The Company recognises and measures the cost in accordance
with the recognition criteria and measurement method for estimated liabilities, details please refer to
Notes 5.18. Those costs incurred to produce inventories shall be included in the cost of inventories.
The right-of-use asset shall be depreciated according to the categories using straight‐line method.
If it is reasonably certain that the ownership of the underlying asset shall be transferred to the lessee
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RUMERE CO., LTD 2022 Annual Report
by the end of the lease term, the depreciation rate shall be determined based on the classification of
the right-of- use asset and estimated residual value rate from the commencement date to the end of
the useful life of the underlying asset. Otherwise, the depreciation rate shall be determined based on
the classification of the right-of-use asset from the commencement date to the earlier of the end of
the useful life of the right-of-use asset or the end of the lease term.
The depreciation method, estimated useful life, residual rates and annual depreciation rates which are
determined according to the categories of right-of-use asset are listed as followings:
Category Depreciation method Estimated useful life (year)
Buildings and constructions Straight line method Lease term
(ii) Lease liability
At the commencement date, the lease liability shall be measured at the present value of the lease
payments that are not paid at that date. The lease payments included in the measurement of the lease
liability comprise the following 5 items:
fixed payments and in-substance fixed payments, less any lease incentives receivable;
variable lease payments that depend on an index or a rate；
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option；
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an
option to terminate the lease；
amounts expected to be payable by the lessee under residual value guarantees.
In order to calculate the present value of the lease payments, interest rate implicit in the lease shall be
used as the discount rate. If that rate cannot be readily determined, the Company shall use the
incremental borrowing rate. The difference between the lease payments and its present value shall be
recognised as unrecognised financing charges, calculated bases on the discount rate of the present
value of the lease payments in each period within the lease term and recorded as interest expense in
current profit or loss. Variable lease payments not included in the measurement of lease liabilities
shall be recognised in current profit or loss when incurred.
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After the commencement date, the Company shall remeasure the lease liability based on the revised
present value of the lease payments and adjust the carrying amount of the right-of-use asset if there
is a change in the in-substance fixed payments, or change in the amounts expected to be payable
under a residual value guarantee, or change in an index or a rate used to determine lease payments,
or change in the assessment or exercising of an option to purchase the underlying asset, or an option
to extend or terminate the lease.
(d) Lease modifications
(i) A lease modification accounted for as a separate lease
The Company shall account for a modification to a lease as a separate lease, if both:
the modification increases the scope of the lease by adding the right to use one or more underlying
assets; and
the consideration for the lease increases by an amount commensurate with the stand-alone price
for the increase in scope.
(ii) A lease modification not accounted for as a separate lease
The Company as a lessee
At the effective date of the lease modification, the Company shall redetermine the lease term of the
modified lease and remeasure the lease liability by discounting the revised lease payments using a
revised discount rate. The revised discount rate is determined as the interest rate implicit in the lease
for the remainder of the lease term, if that rate can be readily determined, or the incremental
borrowing rate at the effective date of the modification, if the interest rate implicit in the lease cannot
be readily determined.
The Company shall account for the remeasurement of the lease liability by:
decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination
of the lease for lease modifications that decrease the scope of the lease or shorten the lease term. The
Company shall recognise in profit or loss any gain or loss relating to the partial or full termination of
the lease.
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RUMERE CO., LTD 2022 Annual Report
Making a corresponding adjustment to the carrying amount of the right-of-use asset for all other
lease modifications.
23. Other important accounting policies and estimates
The Company continuously assesses the significant accounting estimates and key assumptions
according to its historical experiences and other elements, including reasonable expectations on the
future events. The significant estimates and key assumptions that may result in significant adjustment
on the assets and liabilities’ carrying value in the following fiscal year are listed as below:
(i)Classification of financial assets
Significant estimates and key assumptions involved in classification of financial assets include
determination of business model and contractual cash flow characteristics.
The Company’s business model is determined at a level that reflects how groups of financial assets
are managed. Evidences that the Company must consider include but not limited to:
how the performance of the business model and the financial assets held within that business
model are evaluated and reported to the entity’s key management personnel;
the risks that affect the performance of financial assets and their management methods;
how managers of the business are compensated.
In order to assess whether the contractual cash flows are consistent with a basic lending arrangement,
the Company must consider whether the financial asset contains a contractual term that could change
the timing or amount of the principal (for example, if the asset can be prepaid before maturity) and
whether the interest consists of consideration for time value of the money, credit risk, other basic
lending risk and costs, as well as profit margin. For example, the Company shall consider whether
the prepayment amount substantially represents unpaid amounts of principal and interest on the
principal amount outstanding as well as reasonable additional compensation for the early termination
of the contract.
(ii)Deferred tax assets
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Deferred tax assets shall be recognised for all unused taxable losses to the extent that it is probable
that the taxable profits will be available against which unused tax losses can be utilised. It requires
management to estimate the time and amount of future taxable profits using plenty of judgment so as
to determine the amount to be recognised as deferred tax assets, taking into consideration of the tax
planning strategy.
(iii) Provision for impairment of inventory
For inventories, net realisable value is determined at the estimated selling price less the estimated
costs of completion, the estimated selling expenses and relevant taxes. Net realizable value of the
inventory should be determined on the basis of reliable evidence obtained, and factors such as purpose
of holding the inventory and impact of post balance sheet event shall be considered.
The excess of cost over net realizable value of the inventories is recognised as provision for
impairment of inventory.The difference between the actual result and the original estimate will affect
the carrying value of the inventory and the provision for the inventory.
24. Changes in Significant Accounting Policies and Accounting Estimates
(a) Changes in accounting polices
□ Applicable Not applicable
(2) Significant changes in accounting estimates
□ Applicable Not applicable
VI. Taxes
1. Major Categories of Tax and Tax Rates Applicable to the Company
Categories of tax Basis of tax assessment Tax rate
VAT Value added during the sale of 13%、9%
goods
Urban maintenance and
construction tax Turnover tax payable 7%、5%
Enterprise income tax Income tax payable 25%
Educational surcharge Turnover tax payable 3%
Local educational surcharge Turnover tax payable 2%
Property taxes Property tax payable 1.2%
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RUMERE CO., LTD 2022 Annual Report
Description of disclosure if different income tax rates apply to different corporate taxpayers
Name of taxpayer Income tax rate
The Company 25%
Shanghai Rumere 25%
Meicang Fashion 25%
Rumere International 2.5%
2. Tax incentive
Rumere International meets the following standard of small and low-profit enterprises. Pursuant to
relevant provisions of the Announcement of the State Administration of Taxation on Matters
Concerning the Implementation of Preferential Income Tax Policies for Small and Low-profit
Enterprises and Individual Industrial and Commercial Households (SAT Doc. No. 2021 [013]), if the
annual taxable income of a small and low-profit enterprise does not exceed RMB1 million, the taxable
income is calculated at a reduced rate of 12.5% with a corporate income tax rate of 20%. These
standards are valid from January 1, 2021 to December 31, 2022.
VII. Notes to consolidated financial statements
1. Cash and Cash Equivalents
Unit: RMB
Items Clothing balance Opening balance
Cash on hand 907,807.77 142,187.00
Bank deposits 432,283,197.31 359,792,559.07
Other monetary funds 9,484,449.63 10,415,472.37
Total 442,675,454.71 370,350,218.44
As of December 31, 2022, 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 Clothing balance Opening balance
Financial assets at fair value
through profit or loss 1,318,197,593.83 1,578,499,788.80
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RUMERE CO., LTD 2022 Annual Report
Including:
Including: Bank wealth 1,267,862,799.31 1,578,499,788.80
management products
Trust wealth financial products 50,334,794.52
Total 1,318,197,593.83 1,578,499,788.80
3. Advances to Suppliers
(1) Advances to suppliers by aging
Unit: RMB
Clothing balance Opening balance
Aging of account
Amount Proportion (%) Amount Proportion (%)
Within1 year 32,472,807.37 55.21% 59,753,449.60 99.49%
1 to 2 years 26,082,080.23 44.35% 191,332.27 0.32%
2 to 3 years 146,079.39 0.25% 115,174.80 0.19%
Over 3 years 114,654.49 0.19% 1,563.58
Total 58,815,621.48 100.00% 60,061,520.25 100.00%
Explanation on the reason of untimely settlement of prepayments whose age exceeds one year with
significant amount:
The reason for the untimely settlement of significant prepayments with age exceeds one year is that
the purchase contract signed between the company and Consinee Group Co., Ltd. is still in execution.
(2) Top five closing balances by entity
Proportion of the balance
Balance as at December 31,
Entity name to the total advances to
2022
suppliers (%)
Consinee Group Co., Ltd. 31,950,374.95 54.32
Hangzhou Ali Mama Software Service
4,754,941.99 8.08
Co., Ltd.
Alibaba Communication Technology
2,730,825.51 4.64
Co., Ltd.
Hebei Nanguan Technology Limited
1,462,833.66 2.49
Company
Yangzhou J.C. Outdoor Products Co.,
1,367,148.06 2.32
Ltd.
Total 42,266,124.17 71.85
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RUMERE CO., LTD 2022 Annual Report
4. Other Receivables
Unit: RMB
Item Clothing balance Opening balance
Other receivables 476,745.77 921,781.72
Total 476,745.77 921,781.72
(1) Other Receivables
1) Other receivables by category
Unit: RMB
Book balance at the end of the Book balance at the beginning
Nature of payment period of the period
Deposits receivable, security 501,837.65 970,296.55
deposits, and imprest funds
Total 501,837.65 970,296.55
2) Provision for bad debts
Unit: RMB
Stage 1 Stage 2 Stage 3
12-month Lifetime Lifetime
Provision for loss allowance expected expected credit expected credit Total
credit losses losses (not losses (credit-
credit-impaired) impaired)
Balance as at January 1, 2022 48,514.83 48,514.83
Balance as at January 1, 2022
January 1 changes in the
reporting period
Reversal 23,422.95 23,422.95
Balance as at December 31,
2022 25,091.88 25,091.88
Description of changes in the book balance where there are significant changes in provision for the
current period
□ Applicable Not applicable
Other receivables by aging
Unit: RMB
Aging of account Book balance
Within 1 year 151,541.10
1-2 years 10,253.85
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RUMERE CO., LTD 2022 Annual Report
Over 3 years 340,042.70
3-4 years 121,870.40
4-5 years 218,172.30
Total 501,837.65
3) Bad debt reserve that is set aside, recovered or transferred back in the reporting period
Bad debt reserve of the reporting period:
Unit: RMB
Changes in current period
Opening Clothing
Category Recovery or
balance Provision Write-off Others balance
reversal
Deposits
receivable,
security 48,514.83 23,422.95 25,091.88
deposits, and
imprest funds
Total 48,514.83 23,422.95 25,091.88
4) Top five debtors in closing balance of other receivable
Unit: RMB
Percentage in Balance of
Nature of total balance
Clothing bad debt
Entity name Aging of other
the balance reserve at
amount receivables at the end of
the end of the the period
period
Less than 1
Shanghai Hangbond
Property Development Deposit 231,604.65 year, 1-2 years, 46.15% 11,580.23
more than 3
Co., Ltd. years
Less than 1
Zhejiang Tmall Security 220,000.00 year, more 43.84% 11,000.00
Technology Co., Ltd. deposit than 3 years
Weimeng Chuangke Security
Network Technology 30,000.00 Less than 1 5.98% 1,500.00
deposit year
(China) Co., Ltd.
Taicang Kaifeng Deposit 15,133.00 Over 3 years 3.02% 756.65
Property Co., Ltd.
Taicang Huaxu
Property Management Deposit 5,100.00 Over 3 years 1.01% 255.00
Co., Ltd.
Total 501,837.65 100.00% 25,091.88
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RUMERE CO., LTD 2022 Annual Report
5. Inventory
(1) Inventories by category
Unit: RMB
Clothing balance Opening balance
Item Provision for Carrying Provision for Carrying
Book balance Book balance
impairment amount impairment amount
Raw materials 155,954,218.85 52,689,895.85 103,264,323.00 129,806,251.30 41,176,225.59 88,630,025.71
Goods in
3,284,907.35 3,284,907.35 3,291,384.17 3,291,384.17
progress
Commodity
265,265,432.56 50,531,154.37 214,734,278.19 229,614,337.57 25,161,110.18 204,453,227.39
stocks
Goods in transit 20,693,585.11 20,693,585.11 21,985,097.16 21,985,097.16
Materials for
consigned 19,684,243.04 19,684,243.04 16,370,957.99 16,370,957.99
processing,
Total 464,882,386.91 103,221,050.22 361,661,336.69 401,068,028.19 66,337,335.77 334,730,692.42
(2) Provision for impairment
Unit: RMB
Increase during the Decrease during the reporting
Opening reporting period period Clothing
Item
balance balance
Provision Others Provision Others
Raw
41,176,225.59 17,693,731.90 6,180,061.64 52,689,895.85
materials
Commodit
25,161,110.18 31,434,182.11 5,808,564.27 255,573.65 50,531,154.37
y stocks
Total 66,337,335.77 49,127,914.01 11,988,625.91 255,573.65 103,221,050.22
6. Non-current Assets Maturing within One Year
Unit: RMB
Item Clothing balance Opening balance
Non-current financial assets maturing 151,075,205.48 -
within one year
Total 151,075,205.48 -
7. Other current assets
Unit: RMB
Item Clothing balance Opening balance
Return cost receivable 224,928.45 324,493.96
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RUMERE CO., LTD 2022 Annual Report
Prepaid corporate income tax 16,553.17 1,610.82
Others 141,800.00
Input VAT to be deducted 8,266,696.56
Total 241,481.62 8,734,601.34
8. Other non-current financial assets
Unit: RMB
Item Clothing balance Opening balance
Trust wealth financial products 100,115,890.41
Total 100,115,890.41
9. Fixed assets
Unit: RMB
Item Clothing balance Opening balance
Fixed assets 178,412,503.35 23,355,708.60
Total 178,412,503.35 23,355,708.60
(1) Fixed assets
Unit: RMB
Buildings and Machinery Electrical
Item Vehicles Total
constructions equipment equipment
I. Original Book
Value:
1. Opening balance 21,840,016.80 1,334,052.38 7,967,194.09 3,640,828.53 34,782,091.80
2. Increase in the
155,712,373.16 2,855,078.78 1,696,380.32 160,263,832.26
current period
(1) Procurement 2,855,078.78 1,696,380.32 4,551,459.10
(2) Transfer from
construction in 155,712,373.16 155,712,373.16
progress
3. Decrease in the
current period
4. Clothing balance 177,552,389.96 4,189,131.16 7,967,194.09 5,337,208.85 195,045,924.06
II. Accumulated
depreciation
1. Opening balance 3,073,742.93 1,211,386.19 4,359,151.56 2,782,102.52 11,426,383.20
2. Increase in the
3,203,055.58 291,092.45 1,182,002.88 530,886.60 5,207,037.51
current period
(1) Provision 3,203,055.58 291,092.45 1,182,002.88 530,886.60 5,207,037.51
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RUMERE CO., LTD 2022 Annual Report
3. Decrease in the
current period
4. Clothing balance 6,276,798.51 1,502,478.64 5,541,154.44 3,312,989.12 16,633,420.71
III. Impairment
Provision
1. Opening balance
2. Increase in the
current period
3. Decrease in the
current period
4. Clothing balance
IV. Book Value
1. Book value at the
171,275,591.45 2,686,652.52 2,426,039.65 2,024,219.73 178,412,503.35
end of the period
2. Book value at the
beginning of the 18,766,273.87 122,666.19 3,608,042.53 858,726.01 23,355,708.60
period
(2) Fixed assets that the certificate of title has not been issued
Unit: RMB
Item Carrying amount Reason
The first phase of Modern 155,712,373.16 It2022being processed as of December 31,
is
Manufacturing Service Base
The Company obtained property rights certificate with the certificate number- Su (2023) Changshu Real
Estate Property No. 8134645 on February 9, 2023.
10. Construction in Progress
Unit: RMB
Item Clothing balance Opening balance
Construction in Progress 52,063,773.07 120,172,916.03
Total 52,063,773.07 120,172,916.03
(1) General information of construction in progress
Unit: RMB
Clothing balance Opening balance
Book balance Provision Carrying Book balance Provisio Carrying
Item for n for
amount amount
impairme impairm
nt ent
Modern
Manufacturing 52,063,773.07 52,063,773.07 120,172,916.03 120,172,916.03
Service Base
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RUMERE CO., LTD 2022 Annual Report
Total 52,063,773.07 52,063,773.07 120,172,916.03 120,172,916.03
(2) Changes in significant projects of construction in progress
Unit: RMB
Increase during the Transfer to fixed Proportion of Rate of Cumula Including: Interest Sour
reporting period asset project input progress tive interest capitali ce of
to budgets amount capitalised sation fund
Decrease (%) of during the rate s
Projec during the Clothing interest reporting during
Budget Opening balance
t name reporting balance capitali period the
period sation reportin
g
period
(%)
Modern
Manufactu
Proceed
ring 250,044,300.00 120,172,916.03 87,603,230.20 155,712,373.16 52,063,773.07 83.10% 83.10% - - -
s raised
Service
Base
Total 250,044,300.00 120,172,916.03 87,603,230.20 155,712,373.16 52,063,773.07 - - -
11. Right-of use Assets
Unit: RMB
Item Buildings and constructions Total
I. Original Book Value:
1. Opening balance 3,101,986.93 3,101,986.93
2. Increase in the current
period 857,142.86 857,142.86
3. Decrease in the current
period
4. Clothing balance 3,959,129.79 3,959,129.79
II. Accumulated depreciation
1. Opening balance 1,187,583.12 1,187,583.12
2. Increase in the current
period 1,576,681.40 1,576,681.40
(1) Provision 1,576,681.40 1,576,681.40
3. Decrease in the current
period
4. Clothing balance 2,764,264.52 2,764,264.52
III. Impairment Provision
1. Opening balance
2. Increase in the current
period
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RUMERE CO., LTD 2022 Annual Report
3. Decrease in the current
period
4. Clothing balance
IV. Book Value
1. Book value at the end of the
period 1,194,865.27 1,194,865.27
2. Book value at the beginning
of the period 1,914,403.81 1,914,403.81
Depreciation accrued in 2022 for the right-of-use assets was RMB1,576,681.40, among which
RMB1,576,681.40 was recorded in General and administrative expenses.
12. Intangible Assets
(1) General information of intangible assets
Unit: RMB
Item Land use rights Software Total
I. Original book value:
1. Opening balance 18,946,032.03 573,388.25 19,519,420.28
2. Increase in the current period
3. Decrease in the current period
4. Clothing balance 18,946,032.03 573,388.25 19,519,420.28
II. Accumulated Amortization
1. Opening balance 837,414.50 261,214.77 1,098,629.27
2. Increase in the current period 386,499.00 55,045.32 441,544.32
(1) Provision 386,499.00 55,045.32 441,544.32
3. Decrease in the current period
4. Clothing balance 1,223,913.50 316,260.09 1,540,173.59
III. Impairment Provision
1. Opening balance
2. Increase in the current period
3. Decrease in the current period
4. Clothing balance
IV. Book Value
1. Book value at the end of the period 17,722,118.53 257,128.16 17,979,246.69
2. Book value at the beginning of the
period 18,108,617.53 312,173.48 18,420,791.01
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RUMERE CO., LTD 2022 Annual Report
13. Long-term Deferred Expenses
Unit: RMB
Increase Amortized
Opening during the Clothing
Item amount of the Other decreases
balance reporting balance
current period
period
Decoration 1,227,570.80 145,456.31 213,644.79 1,159,382.32
costs
Total 1,227,570.80 145,456.31 213,644.79 1,159,382.32
14. Deferred Tax Assets and Deferred Tax Liabilities
(1) Deferred tax assets before offsetting
Unit: RMB
Clothing balance Opening balance
Item Deductible Deductible
Deferred tax
temporary temporary Deferred tax assets
assets
differences differences
Provision for 103,221,050.22 25,805,262.56 66,337,335.77 16,584,333.94
impairment loss
Deductible losses 10,432,914.62 2,608,228.65 17,276,329.86 4,319,082.46
Deferred income 1,966,666.70 491,666.68 2,000,000.00 500,000.00
Expected sales 562,321.13 140,580.28 618,201.48 154,550.37
return
Bad debt 25,091.88 6,272.97 48,514.83 12,128.71
provision
Total 116,208,044.55 29,052,011.14 86,280,381.94 21,570,095.48
(2) Deferred tax liabilities before offsetting
Unit: RMB
Clothing balance Opening balance
Item Deductible Deferred tax Deductible Deferred tax
temporary liabilities temporary liabilities
differences differences
Change in fair
value of financial 11,388,689.72 2,847,172.43 4,499,788.80 1,124,947.20
assets held-for-
trading
Unrealized
internal trading 2,024,154.95 506,038.74 3,082,450.02 770,612.51
loss
Return cost 224,928.45 56,232.11 324,493.96 81,123.49
receivable
Interest income 431,506.85 107,876.71
Total 14,069,279.97 3,517,319.99 7,906,732.78 1,976,683.20
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RUMERE CO., LTD 2022 Annual Report
(3) Net balance of deferred tax liabilities and deferred tax assets after offsetting
Unit: RMB
Balance of the Balance of the
Offset amount of Offset amount of
deferred tax deferred tax
the deferred tax the deferred tax
assets or assets or
Item assets and assets and
liabilities after liabilities after
liabilities at the liabilities at the
offset at the end offset at the
end of the beginning of the
reporting period of the reporting reporting period beginning of the
period reporting period
Deferred tax
assets 56,232.11 28,995,779.03 81,123.49 21,488,971.99
Deferred tax
liabilities 56,232.11 3,461,087.88 81,123.49 1,895,559.71
15. Accounts Payable
(1) L Accounts payable by nature
Unit: RMB
Item Clothing balance Opening balance
Payables for constructions 63,284,891.25 33,995,322.02
Payables for materials 8,213,807.93 8,123,890.08
Payable for goods 19,021,750.09 7,157,864.74
Payable for processing 3,085,821.91 6,485,086.21
Total 93,606,271.18 55,762,163.05
(2) Significant accounts payable with aging of over one year
Unit: RMB
Item Clothing balance Reason
Shengfeng Construction &
Installation Engineering Co., 61,184,939.12 Completion settlement not yet
completed
Ltd.
Total 61,184,939.12
The Clothing balance of accounts payable of Shengfeng Construction & Installation Engineering Co.,
Ltd. is RMB61,184,939.12, among which the amount within one year is RMB 54,478,850.31, and the
amount between one and two years is RMB 6,706,088.81.
16. Employee Benefits Payable
(1) Details of employee benefits payable
Unit: RMB
166
RUMERE CO., LTD 2022 Annual Report
Increase during Decrease during
Item Opening balance the reporting the reporting Clothing balance
period period
Short-term
employee 4,794,518.04 62,661,414.62 62,348,143.12 5,107,789.54
benefits
Post-employment
benefits-defined 39,918.30 3,466,322.12 3,452,691.52 53,548.90
contribution
plans
Termination
benefits 329,150.00 329,150.00
Total 4,834,436.34 66,456,886.74 66,129,984.64 5,161,338.44
(2) Short-term employee benefits
Unit: RMB
Increase in the Decrease in the Clothing
Item Opening balance current period current period balance
1.Salaries, bonuses,
allowances and 4,420,873.70 53,049,191.58 52,598,551.70 4,871,513.58
subsidies
2.Employee benefits 280,444.00 5,961,309.68 6,120,925.08 120,828.60
3.Social insurance 26,022.00 1,717,542.77 1,710,591.57 32,973.20
Health insurance 25,402.60 1,485,162.25 1,478,110.95 32,453.90
Injury insurance 619.40 91,151.92 91,252.02 519.30
Birth insurance 141,228.60 141,228.60
4. Housing
accumulation fund 1,633,250.00 1,633,250.00
5. Labour union funds
and employee 67,178.34 300,120.59 284,824.77 82,474.16
education funds
Total 4,794,518.04 62,661,414.62 62,348,143.12 5,107,789.54
(3) Defined contribution plans
Unit: RMB
Increase in the Decrease in the Clothing
Item Opening balance current period current period balance
1. Basic endowment
insurance 38,708.60 3,361,372.75 3,348,155.15 51,926.20
2. Unemployment
insurance 1,209.70 104,949.37 104,536.37 1,622.70
Total 39,918.30 3,466,322.12 3,452,691.52 53,548.90
167
RUMERE CO., LTD 2022 Annual Report
17. Taxes Payable
Unit: RMB
Item Clothing balance Opening balance
Enterprise income tax 21,585,182.85 19,520,345.57
VAT 5,502,791.86 1,687,133.99
Property taxes 776,679.02 45,864.04
Urban maintenance and
construction tax 351,808.94 117,416.20
Individual income tax 309,950.10 172,193.15
Education surcharge 152,902.74 50,321.23
Local education surcharge 101,935.15 33,547.48
Land use tax 61,710.90 61,710.90
Stamp tax 110,178.11 453,558.53
Environmental protection tax 115,979.76
Total 28,953,139.67 22,258,070.85
18. Other Payables
Unit: RMB
Item Clothing balance Opening balance
Other payables 9,784,082.94 8,620,587.40
Total 9,784,082.94 8,620,587.40
(1) Other Payables
1) Other payables by nature
Unit: RMB
Item Clothing balance Opening balance
Express fees 6,876,333.70 5,298,973.55
Charges for storage and 990,763.74 1,470,368.69
preservation of the goods
Other fees 1,916,985.50 1,851,245.16
Total 9,784,082.94 8,620,587.40
There are no significant others aged over one year accured this year.
19. Non-current Liabilities Maturing within One Year
Unit: RMB
168
RUMERE CO., LTD 2022 Annual Report
Item Clothing balance Opening balance
Long-term lease liabilities due
within one year 1,110,716.50 1,587,749.96
Total 1,110,716.50 1,587,749.96
20. Other Current Liabilities
Unit: RMB
Item Clothing balance Opening balance
Refunds payable 562,321.13 618,201.48
Total 562,321.13 618,201.48
21. Lease liabilities
Unit: RMB
Item Clothing balance Opening balance
Lease payments 1,114,458.77 1,938,523.57
Less: Unrealised finance expenses 3,742.27 51,015.34
Subtotal 1,110,716.50 1,887,508.23
Less: lease liabilities due within one year 1,110,716.50 1,587,749.96
Total - 299,758.27
22. Deferred Income
Unit: RMB
Increase Decrease
Opening during the during the Clothing
Item Reason
balance reporting reporting balance
period period
Subsidies for
Government
grants 2,000,000.00 33,333.30 1,966,666.70 supporting
infrastructure
Total 2,000,000.00 33,333.30 1,966,666.70
Items related to government grants
Unit: RMB
Increas Amount
Amount
ed included
included in Amount of
amoun in non- Related
non- offset costs Other
Liability Opening t of operating Clothing to
operating in the chang
items balance grants revenue in balance asset/inc
revenue in current es
in the the ome
the current period
current current
period
period period
The firse Related
2,000,000.00 33,333.30 1,966,666.70
Phase to asset
169
RUMERE CO., LTD 2022 Annual Report
Modern
Manufact
uring
Service
Base
23. Share Capital
Unit: RMB
Increase and decrease of this change (+ and -)
Shares
Opening Bon Clothing
Issuance transferred
balance us Othe Subt balance
of new from rs otal
shares issue
s surplus
reserve
Number
of total 228,000,000.00 228,000,000.00
shares
24. Capital Reserves
Unit: RMB
Increase in the Decrease in the
Item Opening balance Clothing balance
current period current period
Share premium 1,782,210,407.28 1,782,210,407.28
Total 1,782,210,407.28 1,782,210,407.28
25. Surplus reserves
Unit: RMB
Increase in the Decrease in the
Item Opening balance Clothing balance
current period current period
Statutory surplus
reserves 40,580,187.87 14,309,455.75 54,889,643.62
Total 40,580,187.87 14,309,455.75 54,889,643.62
The increase in the Company’s surplus reserve in the reporting period is due to the appropriation of
the statutory surplus reserve at 10% of the Parent Company’s net profit in the period.
26. Retained Earnings
Unit: RMB
Item Current period Last period
Balance as at the end of last period before
adjustments 391,211,843.00 243,150,560.12
170
RUMERE CO., LTD 2022 Annual Report
Balance as at the beginning of the
reporting period after adjustments 391,211,843.00 243,150,560.12
Add: net profit attributable to owners of
the parent company for the reporting 167,040,817.13 162,674,559.03
period
Less: Transfer to statutory surplus reserves 14,309,455.75 14,613,276.15
Declaration of ordinary share dividends 40,584,000.00
Balance as at the end of the reporting
period 503,359,204.38 391,211,843.00
27. Revenue and Cost of Sales
Unit: RMB
Incurred in the current period Incurred in the prior period
Item
Revenue Costs of sales Revenue Costs of sales
Principal activities 946,278,717.99 562,934,119.40 870,586,236.29 473,728,294.47
Other activities 2,533,049.72 1,413,157.00 1,723,823.18 1,116,865.00
Total 948,811,767.71 564,347,276.40 872,310,059.47 474,845,159.47
Whether lower of the audited net profits before and after deducting the non-recurring profit and loss
is negative
□Yes No
Decomposed information of revenue from Principal activities
1) Principal activities (by product)
2022 2021
Item
Income Costs Income Costs
Tops 328,029,179.28 202,220,530.82 315,530,868.12 180,047,241.06
Coats 217,453,325.21 128,369,290.11 207,308,867.23 109,749,750.15
Pants 153,682,693.10 82,771,023.17 154,572,981.86 76,795,975.11
Skirts and
113,325,747.28 68,111,675.60 75,500,301.30 39,698,740.34
dresses
Fur 69,462,339.95 44,928,447.32 48,316,635.64 26,180,949.49
Others 64,325,433.17 36,533,152.38 69,356,582.14 41,255,638.32
Total 946,278,717.99 562,934,119.40 870,586,236.29 473,728,294.47
2) Principal activities (by region)
171
RUMERE CO., LTD 2022 Annual Report
2022 2021
Item
Income Costs Income Costs
East China 460,992,533.23 274,926,232.68 425,969,551.77 232,053,656.95
North China 163,440,527.42 96,014,105.24 147,023,117.88 79,264,893.61
Southwest
86,722,866.43 51,941,606.03 82,709,257.47 45,334,021.56
China
Central China 80,489,346.66 48,385,649.88 76,560,581.40 41,989,994.77
Southern
73,592,409.08 43,648,606.93 60,413,538.41 32,867,277.39
China
Northeast
45,396,886.89 26,974,684.85 42,439,482.51 23,010,588.19
China
Northwest
35,560,601.61 20,997,592.76 35,409,214.40 19,175,612.35
China
Others 83,546.67 45,641.03 61,492.45 32,249.65
Total 946,278,717.99 562,934,119.40 870,586,236.29 473,728,294.47
28. Taxes and Surcharges
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Urban maintenance and
construction tax 1,913,647.08 1,528,895.18
Property taxes 914,271.14 183,456.16
Education surcharge 824,107.79 661,727.37
Local education surcharge 549,405.16 441,151.59
Land use tax 246,843.60 246,843.60
Stamp tax 275,794.24 193,722.21
Environmental protection tax 256,942.62 292,556.73
Others 4,668.60 3,333.72
Total 4,985,680.23 3,551,686.56
29. Selling and Distribution Expenses
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Marketing expenses 91,935,794.45 96,453,887.35
Employee benefits 28,082,205.46 20,782,895.36
Storage fees 3,809,628.99 4,796,267.81
Depreciation and amortization 1,102,253.88 121,892.15
fees
172
RUMERE CO., LTD 2022 Annual Report
Total 124,929,882.78 122,154,942.67
30. General and Administrative Expenses
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Employee benefits 14,582,363.17 13,543,404.68
Depreciation and amortization 4,292,798.39 2,402,713.05
fees
Office allowance 3,920,143.92 2,706,068.30
Business entertainment
2,986,554.00 3,790,799.89
expenses
Labor dispatch expenses 2,734,195.92 1,415,980.19
Depreciation of right-of-use 1,576,681.40 1,187,583.12
assets
Others 1,538,350.09 1,384,614.11
Utilities 1,445,281.77 750,417.30
Consulting service fees 1,386,162.70 1,073,904.07
Scrapping of inventories 1,115,191.58 225,815.00
Travelling expenses 954,322.44 1,563,624.09
Maintenance and decoration
340,319.83 555,405.91
costs
Rental fee 299,464.85 1,116,225.05
Property fees 243,308.45 232,105.02
Gains and losses on the 87,857.45 99,758.50
counting
Total 37,502,995.96 32,048,418.28
31. Research and development expenses
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Employee benefits 14,991,401.59 10,076,255.39
Materials fees 3,994,042.69 3,340,614.16
Software development fees 1,281,301.55 404,956.61
Total 20,266,745.83 13,821,826.16
32. Finance expenses
Unit: RMB
Item Incurred in the current period Incurred in the prior period
173
RUMERE CO., LTD 2022 Annual Report
Interest expense 50,146.33 87,938.57
Including: Interest expense of 50,146.33 87,938.57
lease liabilities
Less: Interest income 12,484,242.39 3,498,083.52
Net interest expense -12,434,096.06 -3,410,144.95
Exchange losses 226,587.41 66,895.01
Less: Exchange gains
Net loss on exchange 226,587.41 66,895.01
Financial institution charges 4,072,400.96 5,034,775.18
Including: Alipay service
3,929,233.20 4,923,194.30
charges
Total -8,135,107.69 1,691,525.24
33. Other Income
Unit: RMB
Incurred in the current Incurred in the prior
Item period period
1. Government grant recognised in other 6,358,231.30 7,165,956.84
imcome
Including: Government grant related to 33,333.30
deferred income (related to assets)
Government grant directly 6,324,898.00 7,165,956.84
recognised in current profit or loss
II. Others related to daily operation 46,142.14 32,870.17
activities and recognised in other income
Including: Charges of withholding 14,582.52 20,548.64
individual income tax
Additional tax deductions for Input tax 31,559.62 12,321.53
Total 6,404,373.44 7,198,827.01
34. Investment income
Unit: RMB
Incurred in the current Incurred in the prior
Item period period
Gains on disposal of held-for-trading
financial assets 40,009,346.45 6,714,583.84
Total 40,009,346.45 6,714,583.84
35. Gains from Changes in Fair Values
Unit: RMB
Sources of income from changes in fair value Incurred in the Incurred in the prior
174
RUMERE CO., LTD 2022 Annual Report
current period period
Financial assets held-for-trading 9,312,190.32 4,440,645.78
Total 9,312,190.32 4,440,645.78
36. Credit Impairment Losses
Unit: RMB
Incurred in the Incurred in the prior
Item current period period
Bad debt of other receivables 23,422.95 -462.69
Total 23,422.95 -462.69
37. Asset Impairment Losses
Unit: RMB
Item Incurred in the Incurred in the prior
current period period
Impairment of inventories -49,127,914.01 -29,671,503.48
Total -49,127,914.01 -29,671,503.48
38. Gains from Disposal of Assets
Unit: RMB
Incurred in the Incurred in the prior
Source of asset disposal proceeds current period period
Gains from disposal of fixed assets - 157,707.84
39. Non-operating income
Unit: RMB
Incurred in the Incurred in the Recognised in current extraordinary gains and
Item current period prior period losses
Others 44,880.37 8,398.55 44,880.37
Total 44,880.37 8,398.55
40. Non-operating expenses
Unit: RMB
Incurred in the Incurred in the Recognised in current extraordinary gains and
Item current period prior period losses
Donations 450,000.00 130,000.00 450,000.00
Others 33,434.57 222,599.81 33,434.57
Total 483,434.57 352,599.81 483,434.57
175
RUMERE CO., LTD 2022 Annual Report
41. Income Tax Expenses
(1) Details of income tax expenses
Unit: RMB
Incurred in the current Incurred in the prior
Item period period
Current income tax expense 49,902,317.81 52,694,056.43
Deferred income tax expense -5,941,278.87 -2,676,517.33
Income taxes during the prior period 95,303.08
Total 44,056,342.02 50,017,539.10
(2) Reconciliation of accounting profit and income tax expenses
Unit: RMB
Item Incurred in the current period
Profit before tax 211,097,159.15
Income tax expense at the statutory /applicable tax rate 52,774,289.79
Effect of different tax rate of subsidiaries -135,901.13
Effect of adjustments to income taxes during the prior period 95,303.08
Effect of non-deductible costs, expenses or losses 439,922.12
R&D expenses plus deduction -9,117,271.84
Income tax expenses 44,056,342.02
42. Notes to the Statement of Cash Flow
(1) Other cash received relating to operating activities
Unit: RMB
Incurred in the current Incurred in the prior
Item period period
Government grants 6,371,040.14 9,165,956.84
Interest income 12,052,735.54 3,498,083.52
Others 468,458.90 41,268.72
Total 18,892,234.58 12,705,309.08
(2) Other cash payments relating to operating activities
Unit: RMB
Item Incurred in the current Incurred in the prior
period period
176
RUMERE CO., LTD 2022 Annual Report
Payment of Selling and Distribution Expenses 99,982,376.87 101,250,155.16
Payment of General and Administrative 15,073,724.37 14,914,717.43
Expenses
Payment of Research and Development 5,457,843.17 3,745,570.77
Expenses
Payment of finance expenses - charges 4,072,400.96 5,034,775.18
Others 483,434.57 2,654.17
Total 125,069,779.94 124,947,872.71
(3) Other cash received relating to investing activities
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Finance products redemption 5,956,550,000.00 1,440,500,000.00
(4) Other cash payments relating to investing activities
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Finance products purchase 6,240,550,000.00 2,744,500,000.00
(5) Other cash payments relating to financing activities
Unit: RMB
Item Incurred in the current period Incurred in the prior period
Issuing expenses 1,436,278.03 23,603,528.71
Payment for principal and 1,776,554.34 1,385,349.06
interest of lease liabilities
Total 3,212,832.37 24,988,877.77
43. Supplementary Information to the Statement of Cash Flows
(1) Supplementary information to the statement of cash flows
Unit: RMB
Incurred in the current Incurred in the prior
Supplementary information period period
1. Adjustments of net profit to cash flows
from operating activities:
Net profit 167,040,817.13 162,674,559.03
Add: Provisions for impairment of assets 49,127,914.01 29,671,503.48
Impairment Loss of Credit -23,422.95 462.69
Depreciation of fixed assets, Investment 5,207,037.51 2,134,212.67
177
RUMERE CO., LTD 2022 Annual Report
Properties ,oil and gas asset and productive
biological assets
Depreciation of right to use assets 1,576,681.40 1,187,583.12
Amortisation of intangible assets 441,544.32 441,166.96
Amortisation of long-term deferred expenses 213,644.79 169,770.94
Losses /(gains) on disposal of fixed assets,
intangible assets and other long-term assets -157,707.84
Losses /(gains) on scrapping of fixed assets
Losses /(gains) on changes in fair value -9,312,190.32 -4,440,645.78
Finance costs /(income) 50,146.33 87,938.57
Investment losses /(income) -40,009,346.45 -6,714,583.84
Decreases /(increases) in deferred tax assets -7,506,807.04 -4,034,302.58
Increases /(decreases) in deferred tax
liabilities 1,565,528.17 1,357,785.25
Decreases /(increases) in inventories -63,814,358.72 -124,355,146.99
Decreases /(increases) in operating
receivables 468,458.90 -9,253.85
Increases /(decreases) in operating payables 20,316,706.88 -53,810,559.35
Others -33,333.30
Net cash flows from operating activities 125,309,020.66 4,202,782.48
2. Significant investing and financing
activities not involving cash receipts and
payments:
Conversion of debt into capital
Convertible corporate bonds maturing within
one year
Assets under leases(other than leases under
simplified method)
3. Net increases in cash and cash equivalents:
Cash at the end of the reporting period 142,243,947.86 370,350,218.44
Less: Cash at the beginning of the reporting
period 370,350,218.44 22,572,618.98
Add: Cash equivalents at the end of the
reporting period
Less: Cash equivalents at the beginning of the
reporting period
Net increase in cash and cash equivalents -228,106,270.58 347,777,599.46
(2) The components of cash and cash equivalents
Unit: RMB
Item Clothing balance Opening balance
178
RUMERE CO., LTD 2022 Annual Report
I. Cash 142,243,947.86 370,350,218.44
Including: Cash on hand 907,807.77 142,187.00
Cash in bank available for immediate use 131,851,690.46 359,792,559.07
Other monetary funds available for immediate
use 9,484,449.63 10,415,472.37
III. Cash and cash equivalents at the end of
the reporting period 142,243,947.86 370,350,218.44
The difference between ending balance of Cash and Cash Equivalents which listed in the cash flow as
RMB 142,243,947.86 and the the ending balance of Cash and Cash Equivalents which listed in the
Balance Sheet as RMB 442,675,454.71 is RMB 300,431,506.85. The reason of the difference is the
deduction of deposits (RMB 300,000,000) which fails to meet the standards for Cash and Cash
Equivalents and the interest receivable (RMB 431,506.85 ) from the cash flow performance fund at the
end of the period.
44. Foreign Currency Monetary Items
(1) Foreign currency monetary items:
Unit: RMB
Carrying amount at Exchange rate Carrying amount at
Item foreign currency RMB
Cash and cash
equivalents 380.46
Including: USD 54.50 6.9646 379.57
EUR 0.12 7.4229 0.89
(2) Exchange rate of financial statements items for overseas operating entities
□ Applicable Not applicable
45. Government Grants
(1) Basic information on government grants
Unit: RMB
Presented items that
Reporting
Category Amount recognised in current
items profit or loss
Listing incentive 3,500,000.00 Other 3,500,000.00
income
Other
Financial support funds 1,370,000.00 income 1,370,000.00
179
RUMERE CO., LTD 2022 Annual Report
Special funds for business development 1,331,964.00 Other 1,331,964.00
and high-quality development income
Subsidy for job stabilization 122,934.00 Other 122,934.00
income
Modern Manufacturing Service Base 2,000,000.00 Deferred 33,333.30
Project phase I funds income
46. Leases
The Company as lessee
Item Amount
Expenses for short-term lease under simplified method 1,179,707.88
Interest expense on lease liabilities 47,273.08
Cash outflows related to leases 2,706,624.25
VIII. Changes in the Scope of Consolidation
1. Other explanations:
There is no change in the consolidation scope during the current period.
IX. Interests in Other Entities
1. Interests in subsidiaries
(1) Composition of corporate group
Percentage of
Principal Register equity interests by
Names of Nature of the Company (%)
place of ed Ways of acquisition
subsidiaries business
business Address Indire
Direct ct
Business
Brand combinations
Shanghai Shanghai Shanghai managemen 100.00% involving entities
Rumere t under common
control
Business
combinations
Meicang Changshu Changshu Clothing 100.00% involving entities
Fashion processing under common
control
Rumere Import of raw Acquired through
International Changshu Changshu materials 100.00% establishment
180
RUMERE CO., LTD 2022 Annual Report
X. Risks related to financial instruments
Risks related to the financial instruments of the Company arise from the recognition of various
financial assets and financial liabilities during its operation, including credit risk, liquidity risk and
market risk.
Management of the Company is responsible for determining risk management objectives and policies
related to financial instruments. Operational management is responsible for the daily risk
management through functional departments. Internal audit department is responsible for the daily
supervision of implementation of the risk management policies and procedures, and report their
findings to the audit committee in a timely manner.
Overall risk management objective of the Company is to establish risk management policies to
minimize the risks without unduly affecting the competitiveness and resilience of the Company.
1. Credit risk
Credit risk is the risk of one party of the financial instrument face to a financial loss because the other
party of the financial instrument fails to fulfill its obligation. The credit risk of the Company is related
to cash and equivalent,and other receivables,etc. Credit risk of these financial assets is derived from
the counterparty’s breach of contract. The maximum risk exposure is equal to the carrying amount of
these financial instruments.
Cash and cash equivalent of the Company has lower credit risk, as they are mainly deposited in such
financial institutions as commercial bank, of which the Company thinks with higher reputation and
financial position.
For other receivables, the Company establishes related policies to control their credit risk exposure.
The Company assesses credit capability of its customers and determines their credit terms based on
their financial position, possibility of the guarantee from third party, credit record and other factors .
The Company monitors its customers’ credit record periodically, and for those customers with poor
credit record, the Company will take measures such as written call, shortening or cancelling their
credit terms so as to ensure the overall credit risk of the Company is controllable.
(1) Determination of significant increases in credit risk
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The Company assesses at each reporting date as to whether the credit risk on financial instruments
has increased significantly since initial recognition. When the Company determines whether the credit
risk has increased significantly since initial recognition, it considers based on reasonable and
supportable information that is available without undue cost or effort, including quantitative and
qualitative analysis of historical information, external credit ratings and forward-looking information.
The Company determines the changes in the risk of a default occurring over the expected life of the
financial instrument through comparing the risk of a default occurring on the financial instrument as
at the reporting date with the risk of a default occurring on the financial instrument as at the date of
initial recognition based on individual financial instrument or a group of financial instruments with
the similar credit risk characteristics.
When met one or more of the following quantitative or qualitative criteria, the Company determines
that the credit risk on financial instruments has increased significantly: the quantitative criteria
applied mainly because as at the reporting date, the increase in the probability of default occurring
over the lifetime is more than a certain percentage since the initial recognition; the qualitative criteria
applied if the debtor has adverse changes in business and economic conditions, early warning list of
customer, and etc.
(2) Definition of credit-impaired financial assets
The criteria adopted by the Company for determination of credit impairment are consistent with
internal credit risk management objectives of relevant financial instruments in considering both
quantitative and qualitative indicators.
When the Company assesses whether the debtor has incurred the credit impairment, the main factors
considered are as following: Significant financial difficulty of the issuer or the borrower; a breach of
contract, e.g., default or past-due event; a lender having granted a concession to the borrower for
economic or contractual reasons relating to the borrower’s financial difficulty that the lender would
not otherwise consider; the probability that the borrower will enter bankruptcy or other financial re-
organisation; the disappearance of an active market for the financial asset because of financial
difficulties of the issuer or the borrower; the purchase or origination of a financial asset at a deep
discount that reflects the incurred credit losses.
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The credit impairment of financial assets may be caused by the combination of multiple events, not
necessarily by individually identifiable events.
(3) The parameter of expected credit loss measurement
The company measures impairment provision for different assets with the expected credit loss of 12-
month or the lifetime based on whether there has been a significant increase in credit risk or credit
impairment has occurred. The key parameters for expected credit loss measurement include default
probability, default loss rate and default risk exposure. The Company sets up the model of default
probability, default loss rate and default risk exposure in considering the quantitative analysis of
historical statistics and forward-looking information.
Relevant definitions are as following:
Default probability refers to the probability of the debtor will fail to discharge the repayment
obligation over the next 12 months or the entire remaining lifetime;
Default loss rate refers to the Company's expectation of the loss degree of default risk exposure. The
default loss rate varies depending on the type of counterparty, recourse method and priority, and the
collateral. The default loss rate is the percentage of the risk exposure loss when default has occurred
and it is calculated over the next 12 months or the entire lifetime;
The default risk exposure refers to the amount that the company should be repaid when default has
occurred in the next 12 months or the entire lifetime. Both the assessment of significant increase in
credit risk of forward-looking information and the calculation of expected credit losses involve
forward-looking information. Through historical data analysis, the Company identifies key economic
indicators that have impact on the credit risk and expected credit losses for each business.
The maximum exposure to credit risk of the Company is the carrying amount of each financial asset
in the statement of financial position. The Company does not provide any other guarantees that may
expose the Company to credit risk.
For the other receivables of the Company, the amount of top 5 clients represents 100.00% of the total
(31 December 2021: 99.47%)
2. Liquidity Risk
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Liquidity risk is the risk of shortage of funds when fulfilling the obligation of settlement by delivering
cash or other financial assets. The Company is responsible for the capital management of all of its
subsidiaries, including short-term investment of cash surplus and dealing with forecasted cash
demand by raising loans. The Company’s policy is to monitor the demand for short-term and long-
term floating capital and whether the requirement of loan contracts is satisfied so as to ensure to
maintain adequate cash and cash equivalents.
As at 31 December 2022, the maturity profile of the Company’s financial liabilities is as follows:
December 31, 2022
项目名称
Within 1 year Within 1 year
Accounts payable 82,251,827.41 11,354,443.77
Other payments 9,476,184.89 307,898.05
合计 91,728,012.30 11,662,341.82
(Continued)
December 31, 2021
Project name
Within 1 year
Accounts payable 55,762,163.05
Other payments 8,620,587.40
Total 64,382,750.45
3. Market risk
(1) Foreign currency risk
Foreign currency risk of the Company mainly arise from foreign currency assets and liabilities
denominated in currency other than the Company’s functional currency. The foreign currency risk
the Company is subject to is mainly related to the purchase raw materials denominated in EUR and
USD. Except for the operations of the Company’s subsidiaries Rumere International are denominated
and settled in USD and EUR, other main operations of the Company are settled in RMB.
(2) Interest rate risk
Interest rate risk of the Company primarily arises from bank debts. Financial liabilities with floating
interest rate make the Company subject to cash flow interest rate risk, and financial liabilities with
fixed interest rate make the Company subject to fair value interest rate risk. The Company determines
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the relative proportion of the fixed interest contracts and floating interest contracts based on the
current market environment.
Finance department of the Company’s headquarter monitors interest rate of the group continuously.
Increase of the interest rate will result in the increase of the cost of new interest-bearing debts and the
interest expense of the unpaid interest-bearing debts with floating rate, and subsequently lead to
significant negative impact on the financial performance of the Company. The management makes
adjustment in accordance with the update market condition in a timely manner.
XI. Fair value disclosure
1. Closing fair values of assets and liabilities measured at fair value
Unit: RMB
Ending fair value
Fair value Fair value
Item Fair value
measurement measurement Total
measurement with
with Level 1 Level 2 inputs with Level 3
inputs inputs
I. Recurring Fair
Value Measurement -- -- -- --
1. Financial assets
held for trading 130,468,143.75 1,438,920,545.97 1,569,388,689.72
Including: Bank
wealth management 130,468,143.75 1,137,394,655.56 1,267,862,799.31
products
Trust wealth
financial products 301,525,890.41 301,525,890.41
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
The Company's bank financial products amounted RMB130,468,143.75 are purchased open net worth
financial products, and the bank provides continuous product market value.
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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 the bank wealth management products of RMB1,137,394,655.56 and the fair value
of the trust wealth management products of RMB301,525,890.41 of the Company are determined
based on the expected rate of return of the product.
4. Qualitative and quantitative information on important parameters and valuation techniques
used for recurring and non-recurring fair value measurements with Level 3 inputs
The financial assets and financial liabilities of the Company measured at amortised cost mainly
include: cash and cash equivalents, accounts receivable, other receivables, accounts payable, other
payables, l.
The difference between the carrying amount and the fair value of other financial assets and financial
liabilities not measured at fair value is very little.
XII. Related parties and related party transactions
1. Information on the Parent Company of the Company
Percentage of Voting rights
Name of the equity in the
Registered Nature of Registered
parent interests in Company (%)
address business capital
company the Company
(%)
Suzhou
Rumere Investment RMB56,000,0
Changshu 51.58% 51.58%
Group Co., company 00
Ltd.
Information on the Company s Parent Company
Suzhou Rumere Group Co., Ltd., formerly known as Suzhou Rumere Ingenuity Fashion Co., Ltd.,
was established in February 2017, with Guo Jian and Wen Di respectively holding 50% of the
Company’s shares..
The ultimate controller of the Company is Guo Jian and Wen Di.
Guo Jian and Wen Di, who are a couple, directly and indirectly hold 73.68% of the Company’s shares
as of December 31,2022.
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2. The Company's subsidiaries
For details of the Company's subsidiaries, please see Note IX. Interests in other entities.
3. Information of other related parties
Relationship between other related parties and
Name of other related parties the Company
Director, Deputy General Manager and
Yu Qingtao directors and participating shareholders
Deputy General Manager and participating
Zhu Zhengjun shareholders
A company controlled by the Company s
Suzhou Rumere Furniture Co., Ltd.(Note 1) controlling shareholders
A company controlled by the Company s
Shanghai Rumere Model Agency Co., Ltd. controlling shareholders
Key executives Key executives
Note 1: Suzhou Rumere Furniture Co., Ltd. was deregistered on September 21, 2022.
4. Information on related party transactions
(1) Lease
The Company as lessee:
Unit: RMB
2022
Expenses for
short-term lease Variable lease
The lessor Type of assets Lease payment Interest expense
and lease of low payments not Increase in right-
for current of lease
value asset under included in lease of-use assets
period liabilities
simplified liabilities
method
Wen Di, Guo
Buildings 857,142.86 13,438.18 857,142.86
Jian
(continued)
Unit: RMB
2021
Expenses for
short-term lease Variable lease
The lessor Type of assets Lease payment Interest expense
and lease of low payments not Increase in right-
for current of lease
value asset under included in lease of-use assets
period liabilities
simplified liabilities
method
Wen Di, Guo
Office floor 857,142.86 52,501.81 857,142.86
Jian
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RUMERE CO., LTD 2022 Annual Report
Information on related party leasing
The office floor leased by the company from Guo Jian and Wen Di is 2,316 square meters, equivalent
to RMB 1.079 per square meter per day, which is in line with the local rental market price between
RMB 1 and 1.1.
(2) Key management personnel compensation
Unit: RMB
Amount incurred in the current Amount incurred in the Last
Item period period
Key management personnel 6,259,592.07 4,714,450.66
compensation
XIII. Commitments and contingencies
1. Significant Commitments
The nature and amount of significant commitments existing at the balance sheet date:
(1) Capital commitments
Capital commitment with contract signed December 31, 2022 December 31, 2021
Commitment for build long-term assets 4,100,980.67 78,366,141.19
(2) Operating lease commitment
The total future minimum lease payments under non-
December 31, 2022 December 31, 2021
cancellable operating leases of the Group’s properties
Within 1 year 1,175,196.01 1,620,470.41
1-2 years - 381,663.78
Total 1,175,196.01 2,002,134.19
2. Contingencies
As at December 31 2022, the Company has no significant contingencies need to be disclosed.
XIV. Events after Balance Sheet Date
1. Profit Distribution
Unit: RMB
Profits or dividends proposed to be
distributed 83,448,000.00
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RUMERE CO., LTD 2022 Annual Report
Profits or dividends distributed after
deliberation, approval and 83,448,000.00
announcement
According to the resolution of the 4st meeting of the 2th
Board of Directors held on April 25, 2023, profit
distribution proposal of the Company in 2022: based on the
number of shares of the Company’s total share capital as at
Profit distribution plan the equity registration date of the implementation of this
profitdistribution plan, distribute a cash dividend of
RMB3.66 (tax included) for every 10 shares to all
shareholders; no bonus shares will be issued and no capital
reserve will be converted into sha re capital.
XV. Other Significant matters
1. Others
As at December 31 2022, the Company has no other significant matters need to be disclosed.
XVI. Notes to Major Items of Financial Statements of the Parent Company
1. Other receivables by category
Unit: RMB
Item Clothing balance Opening balance
Other receivables 353,024.42 608,060.37
Total 353,024.42 608,060.37
(1) Other receivables
1) Other receivables by nature
Unit: RMB
Nature of payment Ending book balance Opening book balance
Deposits receivable, security 371,604.65 640,063.55
deposits, and imprest funds
Total 371,604.65 640,063.55
2) Provision for bad debts
Unit: RMB
Stage 1 Stage 2 Stage 3
12-month Lifetime Lifetime
Reserve for bad debts expected credit expected credit expected credit Total
losses losses (not losses (credit-
credit-impaired) impaired)
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RUMERE CO., LTD 2022 Annual Report
Balance as at January 1,
2022 32,003.18 32,003.18
Balance as at January 1,
2022 in the reporting
period
Carrying amount in the
reporting period 13,422.95 13,422.95
Balance as at December
31, 2022 18,580.23 18,580.23
Description of changes in the book balance where there are significant changes in provision for the
current period
□ Applicable Not applicable
Disclose by aging
Unit: RMB
Aging of account Book balance
Within 1 year (inclusive) 91,541.10
1 to 2 years 10,253.85
Above 3 years 269,809.70
3 to 4 years 51,637.40
4 to 5 years 218,172.30
Total 371,604.65
3) Bad debt reserve that is set aside, recovered or transferred back in the reporting period
Bad debt reserve of the reporting period:
Unit: RMB
Changes in current period
Opening Clothing
Category Provis Recovery or
balance Write-off Others balance
ion reversal
Deposit 32,003.18 13,422.95 18,580.23
Total 32,003.18 13,422.95 18,580.23
4) Top five debtors in closing balance of other accounts receivable
Unit: RMB
Percentage in Balance of
Nature of the Clothing total balance of bad debt
Entity name Aging other reserve at the
amount balance
receivables at end of the
the end of the period
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RUMERE CO., LTD 2022 Annual Report
period
Shanghai Less than 1
Hangbond
Property Deposit 231,604.65 year, 1-2 years, 62.33% 11,580.23
more than 3
Development years
Co., Ltd.
Zhejiang Tmall Less than 1
Security
Technology 110,000.00 year, more than 29.60% 5,500.00
deposit
Co., Ltd. 3 years
Weimeng
Chuangke
Network Security 30,000.00 Less than 1 8.07% 1,500.00
Technology deposit year
(China) Co.,
Ltd.
Total 371,604.65 100.00% 18,580.23
2. Long-term Equity Investments
Unit: RMB
Clothing balance Opening balance
Provision
Item Provision
Book for Carrying Book Carrying
balance amount balance for amount
impairme impairment
nt
Subsidiaries 886,865.58 886,865.58 886,865.58 886,865.58
Total 886,865.58 886,865.58 886,865.58 886,865.58
(1) Investments in subsidiaries
Unit: RMB
Increase/decrease in the period Clothin
g
Opening Clothing balance
balance Increase Decrease balance of
Investee Impairme
(book in in Others (book impair
nt
value) investm investmen Provision value) ment
ent t provisi
on
Sanghai 389,702.72 389,702.72
Rumere
Meicang 497,162.86 497,162.86
Fashion
Total 886,865.58 886,865.58
3. Revenue and Cost of Sales
Unit: RMB
Item Incurred in the current period Incurred in the priort period
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RUMERE CO., LTD 2022 Annual Report
Revenue Costs of sales Revenue Costs of sales
Principal
activities 945,187,284.99 569,534,668.37 870,424,287.67 478,213,333.56
Other activities 2,533,049.72 1,413,157.00 1,723,823.18 1,116,865.00
Total 947,720,334.71 570,947,825.37 872,148,110.85 479,330,198.56
4. Investment income
Unit: RMB
Incurred in the Incurred in the
Item current period priort period
Gains on disposal of held-for-trading financial assets 40,009,346.45 6,714,583.84
Total 40,009,346.45 6,714,583.84
XVII. Supplementary Information
1. Extraordinary Gains or Losses
Applicable □ Not applicable
Unit: RMB
Descrip
Item Amount tion
Government grants recognised in current profit or loss (except
government grants that is closely related to operations and 6,358,231.30
determined based on a fixed scale according to the national
unified standard)
Gains /(losses) arising from changes in fair value of financial
assets held-for-trading, derivative financial assets, other non-
current financial assets, financial liabilities held-for-trading and
derivative financial liabilities during the holding period and
investment income arising from disposal of held-for-trading 49,321,536.77
financial assets, derivative financial assets, other non-current
financial assets, held-for-trading financial liabilities, derivative
financial liabilities and other debt investment except effective
hedging transactions related to the Company's principal activities
Other non-operating income/expenses except for items
mentioned above -392,412.06
Less: tax effect 13,908,991.60
Total 41,378,364.41 --
Details of other profit and loss items that meet the definition of non-recurring profit and loss:
□ Applicable Not applicable
The Company has no other profit and loss items that qualified the definition of non-recurring profit
and loss.
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RUMERE CO., LTD 2022 Annual Report
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 Net Assets and Earnings Per Share (‘EPS’)
Weighted average EPS
Profit for the reporting period return on net assets
(%) Basic Diluted
Net profit attributable to ordinary
shareholders 6.66% 0.73 0.73
Net profit attributable to ordinary
shareholders after extraordinary 5.01% 0.55 0.55
gains and losses
193
