Securities code: Ningbo Peacebird Fashion Co.Ltd(603877) securities abbreviation: Ningbo Peacebird Fashion Co.Ltd(603877)
Bond Code: 113627 bond abbreviation: Taiping convertible bond
Ningbo Peacebird Fashion Co.Ltd(603877)
Materials of 2021 annual general meeting of shareholders
April 20, 2022
catalogue
Agenda of the 2021 annual general meeting of shareholders 2. Notice to the meeting 4 proposal I 2021 annual work report of the board of Directors 6 proposal II work report of the board of supervisors in 202115 proposal III 2021 annual financial statement report 19 motion IV full text and summary of 2021 annual report 25 proposal V 2021 annual internal control evaluation report 26 motion VI profit distribution plan for 202127 motion 7 proposal on the renewal of the appointment of accounting firms 28 proposal 8 proposal on the amount of financing guarantee provided by the company in 202232 proposal 9 proposal on the company's application for comprehensive bank credit line in 202234 proposal 10 proposal on the prediction of daily connected transactions in 202235 motion 11 proposal on reconsidering the lease of Chaoli Center office space and related party transactions 39 proposal 12 proposal on using some idle self owned funds for cash management 45 proposal XIII proposal on the confirmation of the remuneration of the company's directors and supervisors in 202147 proposal 14 proposal on Amending the articles of Association 48report on the work of independent directors in 2021 eighty
Ningbo Peacebird Fashion Co.Ltd(603877)
Agenda of 2021 annual general meeting of shareholders
1、 On site meeting time: 15:00 PM, Wednesday, April 20, 2022
Online voting time: Wednesday, April 20, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2、 Venue: meeting room of Ningbo Peacebird Fashion Co.Ltd(603877) fashion center company, No. 258, Xinhui South Road, Ningbo
3、 Voting method: a combination of on-site voting and online voting
4、 Agenda and arrangement:
1. Shareholders and participants sign in;
2. The host announces the opening of the meeting, introduces the attendees, matters needing attention, and recommends the vote counter and scrutineer;
3. Read out and consider the following proposals:
(1) Work report of the board of directors in 2021
(2) Work report of the board of supervisors in 2021
(3) Financial statement report of 2021
(4) Full text and summary of 2021 Annual Report
(5) Internal control evaluation report in 2021
(6) Profit distribution plan for 2021
(7) Proposal on re employment of accounting firm
(8) Proposal on the amount of financing guarantee provided by the company in 2022
(9) Proposal on the company's application for comprehensive bank credit line in 2022
(10) Proposal on the forecast of daily connected transactions in 2022
(11) Proposal on reconsidering the lease of office space and related party transactions of Chaoli Center
(12) Proposal on the use of some idle self owned funds for cash management (13) proposal on the confirmation of the remuneration of the company's directors and supervisors in 2021 (14) proposal on the amendment of the articles of Association; 4. Independent directors make a report on their work in 2021; 5. On site voting and shareholder statements; 6. The scrutineer announces the on-site voting results, and the midfield adjourns to wait for the statistical results of online voting; 7. The supervisor announces the result of voting; 8. The chairman read out the resolutions of the general meeting of shareholders; 9. The on-site assurance lawyer gave assurance opinions on the shareholders' meeting; 10. The moderator announced the end of the shareholders' meeting.
Notice of meeting
Shareholders and shareholder representatives:
Important note: in order to do a good job in epidemic prevention and control, effectively reduce personnel gathering and reduce the risk of epidemic transmission, it is recommended that shareholders give priority to participating in the voting of this general meeting of shareholders through online voting. According to the epidemic prevention requirements, shareholders and shareholders' representatives attending the on-site meeting must issue their own nucleic acid test negative report (paper report or electronic report) within 48 hours of the shareholders' meeting, do a good job in epidemic prevention, wear masks throughout the whole process, and actively cooperate with the epidemic prevention and control work such as identification and temperature detection. Please cooperate.
In order to safeguard the legitimate rights and interests of shareholders, ensure that shareholders and their representatives exercise their rights according to law during the 2021 annual general meeting of shareholders of the company, and ensure the normal order and efficiency of the general meeting of shareholders, in accordance with the relevant provisions of the rules of the general meeting of shareholders of listed companies of China Securities Regulatory Commission, the meeting is agreed as follows:
1、 Shareholders participating in the on-site meeting shall show their ID card or certificate of legal entity and power of attorney as required. They can only attend the meeting after receiving the information of the general meeting of shareholders after passing the verification.
2、 Shareholders are requested to enter the venue on time and take their seats as arranged by the staff.
3、 After the formal commencement of the general meeting, the number of late shareholders and the amount of equity shall not be recorded in the number of votes; Under special circumstances, it shall be approved by the working group of the general assembly and reported to the assurance lawyer for approval before it can be included in the number of votes.
4、 Participants should keep the venue in normal order. Don't make any noise during the meeting. Please turn off your mobile phone or turn it to silent state and give it to the staff for unified custody. After the meeting, the staff will send it back.
5、 Shareholders and shareholders' agents attending the on-site meeting shall enjoy the right to speak, consultation, voting and other rights according to law, and the company shall uniformly arrange speeches and answers. Each shareholder is limited to 5 minutes to give other shareholders the opportunity to speak.
6、 The voting of this meeting adopts the combination of on-site voting and online voting. The voting of the on-site meeting adopts the written voting method based on equity. Please refer to the notice on convening the 2021 annual general meeting of shareholders issued by the company for the online voting method. Shareholders of the company can only choose one of on-site voting and online voting. If the same share is voted repeatedly through the on-site and online voting system, the first voting result shall prevail. 7、 A total of 14 proposals were considered at the shareholders' meeting, of which the 14th proposal was a special resolution and the other proposals were ordinary resolutions.
8、 The meeting proposal is detailed in the meeting materials.
9、 If the shareholders of corporate shares attending the on-site meeting have more than one representative authorized to attend the meeting, they shall elect a chief representative who shall fill in the voting votes.
10、 After the motion is voted on, the scrutineer shall announce the voting results, and the lawyer shall read out the legal opinion.
11、 Without the consent of the board of directors of the company, no one other than the staff of the company shall take video, recording and photographing in any way.
12、 The staff of the association will stop the acts violating the instructions of the meeting in time to ensure the normal progress of the meeting and protect the legitimate rights and interests of shareholders.
13、 The company will not give gifts to shareholders attending the general meeting of shareholders, and will not be responsible for arranging the board, lodging and pick-up of shareholders, so as to treat all shareholders equally.
Motion 1
Work report of the board of directors in 2021
Shareholders and shareholder representatives:
1、 2021 review
(I) macro and industry situation in 2021
In 2021, economic growth opened high and went low. Since the second half of the year, with the continuous severe epidemic situation abroad, the epidemic situation in many places in China has made a comeback, and the pressure of prevention and control has increased significantly. Affected by this, the passenger flow of major shopping malls and shopping centers in China has declined to varying degrees, causing great pressure on the operation of stores. According to the data of the National Bureau of statistics, China's GDP in 2021 increased by 8.1% over the previous year, and the growth rates in the first to fourth quarters were 18.3%, 7.9%, 4.9% and 4.0% respectively, showing a trend of continuous decline in growth; The total retail sales of social consumer goods in the whole year was 440823 billion yuan, an increase of 12.5% over the previous year; From August 2021, clothing, shoes and hats, knitwear and textiles continued to grow negatively.
(II) review of the company's operation in 2021
In the above context, in the second half of 2021, the epidemic situation in many places across the country made a comeback, and the passenger flow of physical stores fell sharply; In addition, the national temperature in the third and fourth quarters was generally significantly high, which seriously affected the sales of core categories in autumn and winter. The superposition of two factors has put great pressure on the annual operating performance of garment enterprises.
The company adheres to the company strategy of "focusing on fashion, data-driven and whole network retail", and unswervingly moves forward in the direction of fashion and youth. Facing the situation full of challenges and tests and increased market uncertainty, the company's management team and all partners continued to promote the steady development of the company's main business through unremitting efforts, and the operating revenue exceeded 10 billion for the first time. During the reporting period, the company achieved an operating revenue of 10.92 billion yuan, a year-on-year increase of 16.3%; The net profit attributable to shareholders of listed companies was 680 million yuan, a year-on-year decrease of 5.0%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 520 million yuan, a year-on-year decrease of 7.3%. As of December 31, 2021, the total assets of the company were 10.19 billion yuan, an increase of 19.4% over the beginning of the year; Monetary capital and bank financial management totaled 3.2 billion yuan, with sufficient cash reserves; Inventory turnover days increased by 2 days compared with the previous year.
The main financial data by quarter in 2021 are as follows:
Unit: RMB 10000
The third quarter of the first quarter
Account / quarter
(January March) (April June) (July September) (October December)
Operating income 26700938234479142394071135118036
The net profit attributable to the listed company shares 2033336207687714274501234976 East belongs to the listed company shares
Net profit after deducting non recurring profit and loss of 1878271102687511918781106380
Net cash flow from operating activities -1967834241887811680312432147
During the reporting period, the main achievements of the company's operation and development are as follows:
1. The brand focuses on fashion and youth culture and continues to interpret the national tide culture
In 2021, the company's brand focused on fashion and youth culture. In addition to continuing to interpret Guochao culture through joint branding and cooperation with pioneer designers, the company paid more attention to the power of originality. At the same time, it gradually broke the category track barriers and showed more and more diversified brand cultural connotation.
The company's brand adheres to the interpretation of young fashion and trend, and a new interpretation of Chinese culture. Continue to cooperate with IP, designers and artists related to China, show more and more diversified ways of expression in the process, and take inheriting and carrying forward culture as its own responsibility. For example, Ningbo Peacebird Fashion Co.Ltd(603877) women's wear, together with the wisdom crystallization of ancient China - national treasure series, opens the wonderful resonance between history and pioneer; Leting, together with Dunhuang Museum, takes history as the inside information and integrates the state of rebirth to explore the music of the silk road.
In 2021, the company's spokesperson team continued to grow, and leting, men's wear and women's wear have enriched the brand endorsement system one after another. The company introduced the concept of "peace crew". Peace crew is an unofficial creative unit established by Ningbo Peacebird Fashion Co.Ltd(603877) to gather all creative individuals, from spokesmen, athletes, artists and designers. No matter what they love, there are people who are fearless and release their true selves Ningbo Peacebird Fashion Co.Ltd(603877) through a new creative matrix, establish a new way of dialogue with consumer groups, further convey the brand's youth attitude, resist boredom with creativity, and jointly discuss young topics such as unrestricted, dare to challenge and unlimited possibilities. 2. Continuous optimization of channel structure
During the reporting period, the company continued to optimize the channel structure and improve the operation quality, focused on the improvement of store efficiency in offline channels, made great efforts in social new retail in online channels, and achieved rapid growth in direct sales, franchise, online and other channel revenues. The franchise net expansion store was the best of the year since its listing.
Direct channel: focus on improving the operation quality of stores, and pay attention to store efficiency growth and profit improvement. Expand stores with high quality and caution, speed up the closure and adjustment of inefficient stores, and focus on the sustainable improvement of store efficiency in the operation of direct channels. During the reporting period, there were + 62 direct channel stores, and the direct revenue increased to 4.61 billion yuan, a year-on-year increase of 13%. The operation quality of direct channel has been continuously improved.
Franchise channels: strengthen the enabling support for franchisees' commodities and retail, help franchisees improve the efficiency of stores and commodity circulation, and continue to focus on improving the profitability of franchisees. Join in
