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年報 Corporate Profile 公司簡介 ANNUAL REPORT 2015 年報 CORPORATE PROFILE 公司簡介 China Mengniu Dairy Company Limited (Stock Code: 2319) and its subsidiaries (the “Group” or “Mengniu”) manufacture and distribute quality dairy products in China. It is one of the leading dairy product manufacturers in China, with MENGNIU as its core brand. Mengniu’s diversified products includes liquid milk products (such as UHT milk, milk beverages and yogurt), ice cream, milk formula and other products (such as cheese). By the end of December 2015, the Group’s annual production capacity reached 8.68 million tons. In March 2014, Mengniu became a Hang Seng Index constituent, making it the first blue chip Chinese dairy product manufacturer. 中國蒙牛乳業有限公司（股份代號：2319）及其子公 司（統稱「本集團」或「蒙牛」）於中國生產及銷售優 質乳製品。憑藉其主要品牌蒙牛，蒙牛已成為 中國領先的乳製品生產商之一。 蒙牛提供多元化的產品，包括液態奶（如 UHT奶、 乳飲料及酸奶）、冰淇淋、奶粉 及其他產品（如奶酪等）。於二零一五年 十二月底，本集團乳製品的年生產能 力達868萬噸。二零一四年三月，蒙牛 獲納入恒生指數成份股，成為首家中 國乳製品企業藍籌股。 CONTENTS 目錄 Highlights 摘要 2 Plant Map 生產基地位置圖 4 Major Awards and Achievements 主要獎項及殊榮 5 2015 Milestones 二零一五年大事記 6 CEO’s Statement 總裁致辭 10 Management Discussion and Analysis 管理層討論及分析 18 Directors and Senior Management 董事及高級管理層 52 Corporate Governance Report 企業管治報告 60 Report of the Directors 董事會報告 78 Corporate Information 公司資料 95 Independent Auditors’ Report 獨立核數師報告 97 Consolidated Statement of Profit or Loss 綜合損益表 99 Consolidated Statement of Comprehensive Income 綜合全面收益表 101 Consolidated Statement of Financial Position 綜合財務狀況表 102 Consolidated Statement of Changes in Equity 綜合權益變動表 105 Consolidated Statement of Cash Flows 綜合現金流量表 107 Notes to Financial Statements 財務報表附註 110 Financial Summary 財務概要 279 China Mengniu Dairy Company Limited 中國蒙牛乳業有限公司 2 HIGHLIGHTS 摘要 2015 2014 Change 2015年 2014年變動 RMB’000 RMB’000 % For the Year Ended 31 December 截至12月31日止年度 人民幣千元 人民幣千元 百分比 Revenue 收入 49,026,516 50,049,243 –2.0% Gross Profit 毛利 15,375,474 15,433,613 –0.4% Profit Attributable to Owners of the 本公司擁有人 Company 應佔利潤 2,367,291 2,350,803 0.7% Earnings per Share (RMB)* 每股盈利（人民幣元）* – Basic －基本 0.609 0.605 0.7% – Diluted 0.607 0.602 0.8% －攤薄 * Comparative figures of earnings per share were restated assuming * 每股盈利比較數字乃假設紅股發行已於最早期間 the bonus issue occurred at the beginning of the earliest period. 開始時發生後予以重列。 • With stronger cost effective operations, gross profit margin • 由於成本效益的體現，年內毛利率為 and net profit for the year were 31.4% and RMB2.37 billion 31.4%，淨利潤為人民幣23.7億元。 respectively. • Mengniu ranked 11th in the “Global Dairy Top 20” list released • 蒙牛連續七年入圍荷蘭合作銀行的「全球乳業 by Rabobank, its seventh consecutive year of inclusion. 20強」榜單，排名第11位。同時，榮登「2015 Mengniu was also included in the “Fortune China 500 in 年財富中國500強」，排名較去年上升5位。 2015”, moving up five positions over last year. • Mengniu has further consolidated its milk formula business, • 蒙牛深化奶粉業務整合，年內，以人民幣 selling the entire equity interests in Oushi Mengniu to Yashili 10.5億元將歐世蒙牛全部股權出售予雅士 for RMB1.05 billion during the year. Besides, Mengniu and 利，以及與雅士利聯合宣布擬以1.5億歐元向 Yashili have jointly announced the proposed acquisition of the Danone集團收購從事嬰幼兒配方奶粉的多美 entire equity interest in Dumex China, which is engaged in the 滋中國全部股權，該擬議收購尚未完成。 infant milk formula business, from Danone Group for €150 million. The proposed acquisition has not yet completed. • Mengniu facilitated the upgrade and transformation of its milk • 通過加強奶源建設，積極幫扶供奶方，推進 suppliers to realize the full coverage of ranch ensiling and 供奶方轉型升級，實現青貯與攪拌飼喂全覆 Total Mixed Ration through enhancing the milk sources and 蓋。年內，蒙牛規模化、集約化奶源比例近 active cooperation with its milk suppliers. During the year, the 100%。 proportion of milk sources provided by ranches and scaled farms reached almost 100%. • Mengniu has introduced the SAP system and upgraded • 蒙牛加快推行資訊化、數字化的先進管理模 the LIMS (Laboratory Information Management System), 式，分別引入和升級SAP及LIMS系統，實現 achieving the advanced management of quality informatization 質量信息化「一鍵」追溯。 with a “One Key” tracking function, lab informatization and digitalization. • Inner Mongolia Mengniu Danone Dairy Co., Ltd., a joint • 蒙牛與Danone集團合資成立的內蒙古蒙牛達 venture between Mengniu and Danone Group, has further 能乳製品有限公司進一步整合技術及人員資 consolidated technical and personnel resources so as to 源，從而提升工廠績效。目前，蒙牛達能在 enhance the performance of the plants. Currently, Mengniu 全國低溫乳品市場繼續領先，市場份額排名 Danone continues to lead the chilled dairy products market in 第一。 China and ranks first in market share. • Mengniu has proactively initiated cooperation with international • 蒙牛積極與國際品牌合作，三月，與NBA中 brands: in March, Mengniu renewed its strategic marketing 國再次續簽市場合作夥伴協議，並推出含有 partnership agreement with NBA China. It also launched NBA標識的訂制包裝產品。四月，蒙牛亦正 special promotion packaged products with the NBA logo. In 式與上海迪士尼度假區簽署戰略聯盟協議， April, Mengniu entered into a strategic alliance agreement with 成為度假區的官方乳品合作夥伴。 Shanghai Disney Resort as the resort’s official dairy provider. • The factory in New Zealand, taking an investment of more than • 蒙牛旗下的雅士利投資逾人民幣10億元的新 RMB1 billion by Mengniu’s subsidiary, Yashili, commenced 西蘭工廠已於二零一五年十一月開業，開創 operation in November 2015, as the first overseas factory 了奶粉行業國內品牌在海外100%自主建廠的 which was 100% built by a domestic milk formula brand. 先河。 Annual Report 2015 二零一五年年報 3 Highlights 摘要 Revenue by Product Mix (For the year ended 31 December) 按產品劃分之收入（截至十二月三十一日止年度） RMB Million 人民幣百萬元 Liquid Milk Ice Cream Milk Formula Other Products 液態奶 冰淇淋 奶粉 其他產品 2015 43,326.6 2,141.2 3,228.8 329.9 2014 43,036.1 2,716.1 3,961.0 336.0 Revenue by Product Mix in Liquid Milk Segment (For the year ended 31 December) 按液態奶產品劃分之收入（截至十二月三十一日止年度） RMB Million 人民幣百萬元 UHT Milk Milk Beverages Yogurt UHT奶 乳飲料 酸奶 2015 21,364.5 10,434.7 11,527.4 2014 23,701.6 11,920.6 7,413.9 China Mengniu Dairy Company Limited 中國蒙牛乳業有限公司 4 UHT Milk and Ice Cream Milk Beverages 冰淇淋 PLANT MAP UHT 奶及乳飲料 Saibei Plant 生產基地位置圖 塞北生產基地 Yogurt Other Products 酸奶 其他產品 Chabei Plant 察北生產基地 Milk Formula 奶粉 Taiyuan Plant 太原生產基地 Qiqihaer Plant Helin (Hi-tech) Plant 齊齊哈爾生產基地 和林（高科）生產基地 Shangzhi Plant 尚志生產基地 Helin (Headquarters) Plant Heilongjiang 和林（總部）生產基地 黑龍江 Wulanhaote Plant 烏蘭浩特生產基地 Xinjiang Plant 新疆生產基地 Baotou Plant Tongliao (Keerqin) Plant 包頭生產基地 通遼（科爾沁）生產基地 Bameng Plant Shenyang Plant 巴盟生產基地 Inner 瀋陽生產基地 Mongolia Yinchuan Plant 內蒙古 Tangshan Plant Xinjiang 銀川生產基地 唐山生產基地 新疆 BeijingBe Liaoning 北京 遼寧 Luannan Plant 灤南生產基地 Hebei 河北 Beijing Plant 北京生產基地 Tianjin Plant Shanxi 天津生產基地 山西 Hengshui Plant 衡水生產基地 Shandong 山東 Baoding Plant 保定生產基地 Henan Shijiazhuang (Junlebao) Plant 河南 Anhui 石家莊（君樂寶）生產基地 陝西 安徽 Jiangsu 江蘇 Sichuan 四川 HubeiH 湖北 Tai’an Plant 泰安生產基地 Jiaozuo Plant 焦作生產基地 Guangdong 廣東 Suqian Plant 宿遷生產基地 Ma’anshan Plant 馬鞍山生產基地 Guangdong (Yashili) Plant 廣東（雅士利）生產基地 Qingyuan Plant Wuhan Plant 清遠生產基地 Meishan Plant 武漢生產基地 眉山生產基地 Shanxi Plant 山西生產基地 Baoji Plant Dangyang Plant 寶雞生產基地 當陽生產基地 Zhengzhou (Plant-Based Food Business) Plant 鄭州植物基食品生產基地 註： 雅士利新西蘭工廠已於2015年11月正式投產 Note: The New Zealand factory of Yashili commenced formal production in November 2015 Annual Report 2015 二零一五年年報 5 MAJOR AWARDS AND ACHIEVEMENTS 主要獎項及殊榮 The Group 本集團 • Ranked 11th on the “2015 Global Dairy Top 20” list released by 位列荷蘭合作銀行「2015年度全球乳業20強」第11位 Rabobank • Garnered the “Outstanding Enterprise” award and the “Outstanding 獲中國乳製品工業協會頒發的「優秀企業獎」及「突出貢 Contribution” award from China Dairy Industry Association 獻獎」 • Shortlisted the “Fortune China 500” 入圍「財富中國500強」 • Garnered the “Best Working Capital Management” award by Standard 獲渣打銀行頒發「最佳營運資金管理獎」 Chartered Bank • Garnered the “Best Working Capital Management” award at the “Tao 獲「2015年陶朱獎」之「最佳營運資金管理獎」 Zhu Awards” • Garnered the “Best Investor Relations” award from Corporate 獲《亞洲企業管治》雜誌頒發「最佳投資者關係獎」 Governance Asia magazine • Garnered the “Best Investor Relations” award from the Hong Kong 獲香港投資者關係協會頒發「最佳投資者關係獎」 Investor Relations Association • Garnered the “Most Valuable Brands of Listed Companies” award at 獲「中國證券金紫荊獎」之「最具品牌價值上市公司獎」 the “China Securities Golden Bauhinia” awards • Garnered the “Chinese Enterprises Environment Contribution” award 獲第六屆中國企業綠色發展論壇頒發「中國企業環保清 at the sixth Chinese Enterprises Green Development Forum 馨獎」 • Awarded the second prize of the “National Modernization and 獲中國企業管理創新大會頒發「全國企業管理現代化創 Innovation Results of Corporate Management” at the Innovation 新成果二等獎」 Meeting of the Chinese Corporate Management • Ranked as one of the “2014 Top 100 Chinese Light Industry 獲中國輕工業聯合會頒發「2014中國輕工業百強企業」、 Enterprises”, “2014 Top 100 Enterprises for Marketing Capability” and 「2014中國市場能力百強企業」及「2014中國冷凍飲品行 “2014 Top Ten Enterprises in the Chilled Beverage Industry in China” 業十強企業」 by the China National Light Industry Council Management 管理層 • Ms. Sun Yiping, CEO, was ranked among the top 10 in the “2015 總裁孫伊萍女士位列「2015年福布斯中國商界女性排行 Forbes China Business Women List” 榜」十強 • Ms. Sun Yiping, CEO, was honored with the “Best IR by Chairman/ 總裁孫伊萍女士獲香港投資者協會頒發「最佳投資者關 CEO” award by the Hong Kong Investor Relations Association 係之行政總裁獎」 • Ms. Sun Yiping, CEO, garnered the “China Corporate Social 總裁孫伊萍女士獲2015年中國社會責任公益盛典頒發的 Responsibility Outstanding Entrepreneur” award at the 2015 China 「中國社會責任傑出企業家獎」 Social Responsibility Ceremony Mengniu Brand 蒙牛品牌 • Ranked 18th among the “Most Valuable Chinese Brands” in the 位列「BrandTM2015最具價值中國品牌」第18位 BrandTM 2015 list • Ranked as one of the “2015 Top 10 Favorite Food Brands of 入選中國食品工業協會頒發「2015消費者最喜愛的十大 Consumers” by China National Food Industry Association 食品品牌」 • Ranked at the top liquid milk brand on the “2015 Baidu Brand Digital 位列「2015百度品牌數字資產榜」液態奶榜首 Equity” list • Liquid milk, yogurt and ice cream brands ranked first on the “2015 液態奶、酸奶及冰淇淋位列「2015年第五屆中國品牌力 Fifth China Brand Power Index (C-PBI)” list 指數(C-BPI)排行榜」冠軍 Mengniu Products 蒙牛產品 • UHT yogurt and DHA algal oil milk
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