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Annual Report 2017 2017 年報 ANNUAL 2 0 REPORT 1 7 年報 (於香港註冊成立的有限公司) (Incorporated in Hong Kong with limited liability) 股份代號 : 1475 Stock Code: 1475 Opening chaa newpter Annual Report 2017 2017 年報 ANNUAL REPORT 2 ANNUAL 0 1 7 年報 Contents 002 Corporate Information 003 Financial Highlights 004 Chairman’s Statement 008 Management Discussion and Analysis 016 Board of Directors and Senior Management 021 Corporate Governance Report 031 Directors’ Report 045 Independent Auditor’s Report Consolidated Statement of Profit or Loss and 049 Other Comprehensive Income The Group maintained its market leadership 050 Consolidated Statement of Financial Position in the instant noodles market in Hong Kong with a balanced portfolio of 052 Consolidated Statement of Changes in Equity products in different price range. Our 054 Consolidated Statement of Cash Flows flagship product brands,Demae Iccho Notes to the Consolidated (出前一丁) and CUP NOODLES (合 056 Financial Statements 味道), continued to be a household 116 Five-year Financial Summary name for the consumers in Hong Kong enjoying high market share given our strong product research & development and innovative mindset. 002 CORPORATE INFORMATION Board of Directors Headquarter and Principal Place of Business Executive Directors 11–13 Dai Shun Street Mr. Kiyotaka Ando Tai Po Industrial Estate Mr. Shinji Tatsutani Tai Po Mr. Munehiko Ono New Territories Mr. Yoshihide Semimaru Hong Kong Mr. Hijiri Fukuoka Auditor Non-executive Director Deloitte Touche Tohmatsu Mr. Tong Ching Hsi Legal Advisors Independent Non-executive Directors CFN lawyers in association with Broad & Bright Dr. Sumio Matsumoto (appointed on 21 November 2017) Broad & Bright Law Firm Mr. Junichi Honda (appointed on 21 November 2017) Anderson Mori & Tomotsune Professor Lynne Yukie Nakano (appointed on 21 November 2017) Company Secretary Principal Bankers Mizuho Bank, Ltd. Mr. Lo Tai On, CPA The Bank of Tokyo-Mitsubishi UFJ, Ltd. Audit Committee Share Registrar and Transfer Office Mr. Junichi Honda (Chairman) Computershare Hong Kong Investor Services Limited Dr. Sumio Matsumoto Shops 1712–1716, 17th Floor Professor Lynne Yukie Nakano Hopewell Centre 183 Queen’s Road East Remuneration Committee Wanchai Mr. Junichi Honda (Chairman) Hong Kong Mr. Kiyotaka Ando Dr. Sumio Matsumoto Website www.nissingroup.com.hk Nomination Committee Mr. Kiyotaka Ando (Chairman) Investor Relations Dr. Sumio Matsumoto E-mail: [email protected] Mr. Junichi Honda Registered Office Media Relations E-mail: [email protected] 21–23 Dai Shing Street Tai Po Industrial Estate Tai Po Stock Code New Territories 1475 Hong Kong 003 FINANCIAL HIGHLIGHTS Key Highlights FY2017 FY2016 +/-% HK$million HK$million Revenue 2,902.3 2,629.9 10.4% Net Profit 195.4 90.8 115.2% 6.7% 3.5% Segment Results 242.6 265.1 -8.5% 8.4% 10.1% EBITDA 374.8 368.2 1.8% 12.9% 14.0% Total Assets 4,461.0 3,435.3 29.9% Net Assets 3,439.2 2,618.9 31.3% Total Dividend per share (HK cents) 7.30 N/A – Earnings per share (HK cents) 23.81 11.29 110.9% Dividend Payout Ratio (%) 40% N/A – Net Asset per share (HK$) 3.20 N/A – CORE PLANTS IN PLANTS IN CORPORATE A 2 BRANDS 4 HONG KONG 5 CHIN FLAGSHIP EMPLOYEES IN PRODUCT HONG KONG AND 5 BRANDS 3,400 PRC OPERATIONS TRACK RECORD Revenue in Hong Kong (HK$million) Revenue in China (HK$million) Proportion of Revenue 2500 2500 by Geographical Region 2000 2000 1,464.1 1,516.3 1,386.0 1500 1,165.8 1500 1000 1000 2017 China 52% 500 FY +18.9% 500 FY +3.6% 584.8 632.4 738.2 711.4 Hong Kong 48% 0 1H +8.1% 0 1H -3.6% 2016 2017 2016 2017 Segment Results in Segment Results in Proportion of Result Hong Kong (HK$million) China (HK$million) by Geographical Region 300 300 250 250 200 200 174.0 150 150 109.9 132.7 100 91.0 100 2017 China 55% FY +20.8% FY -23.7% 50 50 91.8 Hong Kong 45% 0 63.4 63.1 1H -0.5% 0 61.7 1H -32.8% 2016 2017 2016 2017 NISSIN FOODS COMPANY LIMITED LIMITED COMPANY FOODS NISSIN 2017 REPORT ANNUAL Source: Segment Results 004 CHAIRMAN’S STATEMENT Dear Shareholders, 株主の皆様へ、 On behalf of the board of directors (“the Board”) of Nissin 日清食品有限公司（“当社”）の董事会を代表して当社及び当 Foods Company Limited (the “Company” together with its 社子会社（“グループ”）の2017年度年次報告書を謹んでお届 subsidiaries, the “Group”), I am delighted to present the annual け致します。2017年度の当社年次報告書を謹んでお届け致し report of the Group for the year ended 31 December 2017. ます。 The Group had a remarkable year in 2017, as China is 2017年度は当社において重要な年となりました。中国消費者 transforming progressively itself into one of the world’s leading のライフスタイルが急速なデジタル化を進める中で当社は digitized countries through sweeping changes in Chinese 2017年12月に香港交易所主板へ上場を果たしました。私は consumer s’ lifestyle. Under this circumstance, we successfully この社会変化を8年前に主力商品であるCUP NOODLESのEco completed listing on the Main Board of the Stock Exchange of Cup化を実現し、中国におけるプレミアム即席麺市場を作っ Hong Kong Limited in December 2017. I am as excited today たときと同じ興奮を覚えました。私共はこの両変化を積極的 this momentous transformation as I was 8 years ago about the に取り入れ、事業の現地化を推進して参ります。 chance to turn our flagship CUP NOODLES into ECO-CUP TYPE CUP NOODLES and created the premium instant noodles market across China. The listing has given us a perfect opportunity to execute our localisation strategies, and more actively adapt to the changing Chinese economy. Kiyotaka Ando 安藤清隆 Chairman 董事長 005 CHAIRMAN’S STATEMENT How we want to change the society Action Plans We want to, with our comprehensive product range, capture We expect 2018 to be another great year for us, as it will be the affluent consumers in Hong Kong and People’s Republic of the 60th years anniversary of the birth of instant noodles since China (“PRC”). Mr Momofuku Ando, the founder of Nissin Foods Holdings Co., Ltd. invented the world’s first instant noodles in 1958. Also, it To meet the growing expectations and needs of consumers, we is the 50th years birthday Demae-Ramen, one of our flagship strive to keep up with the market pace and trends. Despite that products. In this special year, we plan to put major effort in the economy changes constantly, we always work steadily and improving the performance of flagship products including the thoroughly to deliver excellent food safety and high quality “Made-in-Hong Kong Demae Ramen”, “CUP NOODLES” and product offerings in order to overcome the anxiety and “RAOH”. uncertainty. While at the same time, we create joyful delights and surprises that enrich consumers’ lives. Only by delivering To do that, on top of placing utmost emphasis on food safety these core values through our products, our revenue and control and quality products will always be the key to success. margin will grow continuously. At the same time, we will continue to enhance our product features and productivity with innovative sprit. Furthermore, we will continue to develop our advanced distribution channel strategy to help us expand our customer base and improve our ability to reach more consumers. 実現したい社会 具体的な方針 弊社製品を通じて香港と中国の消費者の生活を豊かに 1958年に日清食品グループ創業者安藤百福氏が即席麺を発明 したい。 して60周年です。 豊かさは時代によって変化します。 そして弊社日清食品有限公司の主力商品である出前一丁も50 一つは安全性と安心を与えること。 周年を迎える重要な年です。この記念すべき2018年に主力商 一つは楽しさと驚きを与えること。 品である香港製造出前一丁、合味道及びラ王の販売を飛躍的 これを実現出来れば、消費者からの評価として に伸ばしていきたいと思います。 売上と利益の成長を実現出来ると信じています。 そのためには先ずはお客様にお届けする品質の強化が最重要 です。 商品仕様の改善と生産体制の効率化で実現していきます。 そして消費者の皆様に効率的にお届けすべく、より広範な販 売網の強化を効率的に実現して参ります。 NISSIN FOODS COMPANY LIMITED LIMITED COMPANY FOODS NISSIN 2017 REPORT ANNUAL MANAGEMENT DISCUSSION AND ANALYSIS As one of the renowned instant noodle manufacturers in the PRC and Hong Kong, it is important for us to keep abreast of the latest market trends, developments and consumers’ tastes and preference and improve our production techniques and develop new products that are beloved by the consumers. MANAGEMENT DISCUSSION AND ANALYSIS Charting new lands 008 MANAGEMENT DISCUSSION AND ANALYSIS The Board is pleased to announce the results for the full year Business Review ended 31 December 2017. Hong Kong Operations The shares of the Company became successfully listed on the In 2017, local retail market has been recovering slowly from the Main Board of The Stock Exchange of Hong Kong Limited (the sluggish economy in 2016. According to the Census and “Stock Exchange”) on 11 December 2017 (the “Listing”). The Statistics Department of Hong Kong, retail sales value for the Listing demonstrates our commitment to and the dedication to full year of 2017 increased slightly by 2.2%, representing a serving the PRC and Hong Kong market. During the period rebound from -8.1% in 2016 and a turnaround from the -3.2% under review, the Group witnessed a significant increase in in the first two months in Chinese New Year in 2017. We have profit attributable to owners of the Company in this year. witnessed a gradual improvement in market sentiment across most consumer sectors at the latter part of the year. According Revenue to the Group increased by 10.4% from HK$2,629.9 to the statistics information from the Hong Kong Tourism million to HK$2,902.3 million with positive revenue growth in Board, tourism has also been recovering this year, with 2017 both Hong Kong and the PRC operations. Gross profit margin visitors statistics returned to positive by 3.2% to 58.5 million decreased by 4.0% to 35.6%, owing to the impact from the visitors, as opposed to a 4.5% drop in 2016. All in all, the retail strategic acquisition of 51% interest in MC Marketing & Sales environment in Hong Kong has been in positive trend but takes (Hong Kong) Limited (“MCMS”) in March 2017 and the time for a material recovery. increase in costs of sales. At EBITDA level, which represents a better measure to the Group’s performance, the Group grew For the year, revenue from Hong Kong operations increased by slightly at 1.8% to HK$374.8 million (2016: HK$368.2 million). 18.9% from HK$1,165.8 million to HK$1,386.0 million, mainly Profit attributable to Owners of the Company increased attributable to the revenue increase contributed from MCMS significantly by 115.2% from HK$90.8 million to HK$195.4 distribution business since the acquisition in March 2017 million, due to better operating performance for the Hong despite a slight decrease in the sale of instant noodles.
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