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XIII. Integrity of the Company, Its Controlling Shareholders and Actual Controllers
XIV. Major Related Transactions
1. Related transaction related to daily business
Related party| Correlated relation| Type of related transaction| Contents of related transaction| Pricing principle of related transaction| Price of related transaction| Amount of related transaction(RMB10,000)| Percentage to amount of same transaction| Approved transaction limit (RMB10,000)| Exceeding approved limit or not| Means of payments of related transaction| Market price of available same transaction| Date of disclosure| Referenc for disclosure
 Wuhan Anza Cookware Co., Ltd.| Associated e nterprise| Purchase o commodity| Finished products| Contract price|-|6,117.83|0.49|| No| Bank transfer o notes|0||
 Wuhan Anza Cookware Co., Ltd.| Associated e nterprise| Purchase o commodity| Accessorie| Market price|-|15,087.43|1.21|| No| Bank transfer o notes|0||
 GROUPE SE EXPORT| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Finished products| Contract price|-|706.38|0.06|| No| Bank transfer o notes|0||
 GROUPE SE EXPORT| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Accessorie| Market price|-|7.38|0.00|| No| Bank transfer o notes|0||
 GROUPE SE MOULINEX| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Accessorie| Market price|-|325.53|0.03|| No| Bank transfer o notes|0||
 LAGOSTINA S.P.A.| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|219.49|0.02|| No| Bank transfer o notes|0||
TEFAL S.A.S.| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Accessorie| Market price|-|766.00|0.06|| No| Bank transfer o notes|0||
 GROUPE SE THAILAND| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|44.51|0.00|| No| Bank transfer o notes|0||
 SEB ASIA LTD.| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|46.23|0.00|| No| Bank transfer o notes|0||
 Heshan Deme Tableware Co., Ltd.| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|31.27|0.00|| No| Bank transfer o notes|0||
 WMF GROUP GMBH| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|2,642.33|0.21|| No| Bank transfer o notes|0||
 Emsa Taicang Co. Ltd.| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|23.50|0.00|| No| Bank transfer o notes|0||
 WMF Consume Goods(Shanghai Co, Ltd.| Same controlling shareholde| Purchase o commodity| Finished products| Contract price|-|3.77|0.00|| No| Bank transfer o notes|0||
SEB INTERNATIONA SERVICE S.A.S.| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Finished products| Contract price|-|2.93|0.00|| No| Bank transfer o notes|0||
 SEB INTERNATIONA SERVICE S.A.S.| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Accessorie| Market price|-|61.28|0.00|| No| Bank transfer o notes|0||
 ETHERA| Same controlling shareholde with th controlling shareholde| Purchase o commodity| Accessorie| Market price|-|31.79|0.00|| No| Bank transfer o notes|0||
 Supor Group| Company controlled by relate natural person| Purchase o commodity| Finished products| Market price|-|1.61|0.00|| No| Bank transfer o notes|0||
 SEB ASIA LTD.| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|453,503.55|22.48|| No| Bank transfer o notes|0||
 SEB ASIA LTD.| Same controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|316.34|0.02|| No| Bank transfer o notes|0||
 S.A.S. SEB| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|1,369.02|0.07|| No| Bank transfer o notes|0||
|with th controlling shareholde||||||||||||
 S.A.S. SEB| Same controlling shareholde with th controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|67.34|0.00|| No| Bank transfer o notes|0||
 TEFAL S.A.S.| Same controlling shareholde with th controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|706.99|0.04|| No| Bank transfer o notes|0||
 TEFAL S.A.S.| Same controlling shareholde with th controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|1,366.65|0.07|| No| Bank transfer o notes|0||
 GROUPE SE MOULINEX| Same controlling shareholde with th controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|1,852.51|0.09|| No| Bank transfer o notes|0||
 Supor Group| Company controlled by relate natural person| Sale o commoditie| Finished p roducts| Market price|-|442.42|0.02|| No| Bank transfer o notes|0||
 SEB INTERNATIONA SERVICE S.A.S.| Same controlling shareholde with th controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|1,648.49|0.08|| No| Bank transfer o notes|0||
LAGOSTINA S.P.A.| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|4.93|0.00|| No| Bank transfer o notes|0||
 LAGOSTINA S.P.A.| Same controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|123.36|0.01|| No| Bank transfer o notes|0||
 GROUPE SE CANADA| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|1,416.43|0.07|| No| Bank transfer o notes|0||
 IMUSA USA LLC| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|1,628.53|0.08|| No| Bank transfer o notes|0||
 IMUSA USA LLC| Same controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|3.32|0.00|| No| Bank transfer o notes|0||
 WMF Consume Goods(Shanghai Co, Ltd.| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|35.11|0.00|| No| Bank transfer o notes|0||
 GROUPE SE VIETNAM JOIN STOCK COMPANY| Same controlling shareholde| Sale o commoditie| Finished p roducts| Contract price|-|2,448.11|0.12|| No| Bank transfer o notes|0||
GROUPE SE VIETNAM JOIN STOCK COMPANY| Same controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|1.12|0.00|| No| Bank transfer o notes|0||
 GROUPE SE ANDEAN S.A.| Same controlling shareholde| Sale o commoditie| Accessorie| Contract price|-|351.35|0.02|| No| Bank transfer o notes|0||
 Wuhan Anza Cookware Co., Ltd.| Associated e nterprise| Sale o commoditie| Accessorie| Contract price|-|4.22|0.00|| No| Bank transfer o notes|0||
 Total||||--|--|493,409.05|--|--|--|--|--|--|--
 Details of large sales return|||| Not applicable|||||||||
 Actual implementation of estimated total amount of related transaction by category incurred during the period in the reporting period (if any)|||| In 2022, the annual daily related transaction amount between the Company and SEB as well as its related parties was estimated to be RMB 7,654,288,862.22 and the actual daily related transaction amount was RMB 4,717,555,418.48, decreasing by RMB 2,936,733,443.74. (References can be made to No.2022-014 Announcement on Estimated Annual Daily Related Transactions of 2022 disclosed on http://www.cninfo.com.cn  on  April 1, 2022.|||||||||
 Reason for the big difference between transacted price and market reference price (if applicable)|||| Not applicable|||||||||
2. Related transactions from purchase and sales for assets or equity
There were no related transactions from purchase and sales for assets or equity during the reporting period.
3. Related transaction for co-investment abroad
There was no related transaction involving joint external investment during the reporting period.
4. Connected creditor's rights and debts
There were no related creditor's rights and debts during the reporting period
5. Dealings with associated financial companies
There was no deposit, loan, credit or other financial business between the Company and associated financial companies and their related parties.
6. Dealings between the financial companies controlled by the Company and their related parties
There was no deposit, loan, credit or other financial business between the Company and holding financial companies and their related parties.
7. Other important Related transactions
There were no significant related transactions during the reporting period.
XV. Significant Contracts and Performance
1. Custody, contracting, and leasing
(1) Custody
No custody was made during the reporting period.
No contracting was made during the reporting period.
☑Applicable  □Not applicable Circumstances of leasing
Please refer to 15 "Right-of-use assets" and 26 "lease obligation" in section X "FINANCIAL STATEMENT" VII "Notes to items of consolidated financial statements".
The profit and loss brought to the company reaches more than 10% of the total profit of the company during the reporting period.□Applicable  ☑Not applicable
During the reporting period, there are no leasing items that bring profits and losses of the Company to more than 10% of the total profits of the Company during the reporting period.
2. Major guarantee
External guarantee of the Company and its subsidiaries (excluding the guarantee to subsidiaries)||||||||||
 Name of guaranteed object| Disclosure date of announcement related to the guaranteed amount| Guaranteed amount| Actual occurring date| Actual guaranteed amount| Guarantee type| Collateral (if any)| Counter- guarantee (if any)| Guarantee period| Fulfilled or not| Whether it is guaranteed by related parties
 Supor's distributors who meet certain conditions| January22,2021|80,000.00| July 2021- December2021|38,324.72| General guarantee| Cash| Yes| July 2021 - June 2022| Yes| No
 Supor's distributors who meet certain conditions| December 14,2021|140,000.00| January2022-June2022|32,108.55| General guarantee| Cash| Yes| January2022- December2022| Yes| No
 Supor's distributors who meet certain conditions| December 14,2021|140,000.00| July 2022- August2022|12,638.78| General guarantee| Cash| Yes| July 2022 - February2023| No| No
 Supor's distributors who meet certain conditions| August31,2022|140,000.00| September2022- December2022|26,907.20| General guarantee| Cash| Yes| September2022- June2023| No| No
 Total external guaranteed amount approved during the reporting period (A1)||140,000.00|| Total actual amount of external guarantee during the reporting period (A2)||109,979.24||||
Total external guaranteed amount approved at the end of the reporting period (A3)||220,000.00|| Total actual external guarantee balance at the end of the reporting period (A4)||30,174.38||||
 Guarantee of the Company to subsidiaries||||||||||
 Name of guaranteed object| Disclosure date of announcement related to the guaranteed amount| Guaranteed amount| Actual occurring date| Actual guaranteed amount| Guarantee type| Collateral (if any)| Counter- guarantee (if any)| Guarantee period| Fulfilled or not| Whether it is guaranteed by related parties
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2021|200,000.00| July 2021- August2021|26,600.00| General guarantee| None| None| July 2021 - February2022| Yes| No
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2021|200,000.00| January2022- April2022|24,081.50| General guarantee| None| None| January2022- October2022| Yes| No
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2022|270,000.00| May2022-June2022|41,570.00| General guarantee| None| None| May 2022 - December2022| Yes| No
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2022|270,000.00| July 2022- December2022|67,550.55| General guarantee| None| None| July 2022 - June 2023| No| No
Wuhan Supor Cookware Co., Ltd.| April 1, 2022|20,000.00| September2022- December2022|3,315.00| General guarantee| None| None| September2022- June2023| No| No
 Approved total guaranteed amount towards the subsidiaries during the reporting period (B1)||400,000.00|| Total actual amount of guarantee to subsidiaries during the reporting period (B2)||163,117.05||||
 Total guaranteed amounts to subsidiaries approved at the end of the reporting period(B3)||600,000.00|| Total actual guarantee balance for subsidiaries at the end of the reporting period (B4)||70,865.55||||
 Guarantee of the subsidiaries to subsidiaries||||||||||
 Name of guaranteed object| Disclosure date of announcement related to the guaranteed amount| Guaranteed amount| Actual occurring date| Actual guaranteed amount| Guarantee type| Collateral(if any)| Counter- guarantee(if any)| Guarantee period| Fulfilled or not| Whether it is guaranteed by related parties
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2021|200,000.00| July 2021- October2021|8,417.50| General guarantee| None| None| July 2021 - April 2022| Yes| No
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2021|200,000.00| January2022|33,667.00| General guarantee| None| None| January2022- July2022| Yes| No
Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2022|270,000.00| June 2022|5,323.50| General guarantee| None| None| June 2022 - December2022| Yes| No
 Zhejiang Shaoxing Supor Household Products Co., Ltd.| April 1, 2022|270,000.00| July 2022- December2022|11,900.00| General guarantee| None| None| July 2022 - June 2023| No| No
 Approved total guaranteed amount towards the subsidiaries during the reporting period (C1)||0|| Total actual amount of guarantee to subsidiaries during the reporting period (C2)||59,308.00||||
 Total guaranteed amounts to subsidiaries approved at the end of the reporting period(C3)||0|| Total actual guarantee balance for subsidiaries at the end of the reporting period (C4)||11,900.00||||
 Total guaranteed amount of the Company (namely the total of the first three items)||||||||||
 Total approved guaranteed amount during the reporting period (A1+B1+C1)||540,000.00|| Total guaranteed actual amount during the reporting period(A2+B2+C2)||332,404.29||||
 Total approved guaranteed amount at the end of the||820,000.00|| Total actual guarantee balance at the end of the||112,939.93||||
reporting period(A3+B3+C3)||reporting period(A4+B4+C4)|
 Proportion of the total amount of actual guarantee (i.e. A4+B4+C4) to the net assets of the Company||16.05%|
 Including:|||
 Total guaranteed amount towards shareholders, actual controllers and related parties (D)||0|
 Balance of debt guarantee directly or indirectly provided to the guaranteed object with an asset- liability ratio exceeding 70% (E)||87,315.97|
 Amount of the total guarantee exceeding 50% of the net assets (F)||0|
 Total amount of the above three guarantees (D+E+F)||87,315.97|
 Description of the guarantee liability occurred during the reporting period or there is evidence that it is possible to bear joint and several liability for settlement for the unexpired guarantee contract (if any)|| None|
 Descriptions for external guarantee provided against the established procedures (if any)|| None|
Note: The 12th Session of the Seventh Board of Directors and the Annual General Meeting of Shareholders for 2021 Fiscal Year of the Company reviewed and adopted the Proposal on Guarantee for Wholly-owned Subsidiaries and Mutual Guarantee among Wholly-owned Subsidiaries, and agreed that the Company and its wholly-owned subsidiaries would provide guarantees up to RMB 4 billion for the wholly-owned subsidiaries in the year of 2022. Among them, the guaranteed amount for companies with 70% (inclusive) asset-liability ratio or over is RMB 3 billion, and RMB1 billion for companies with a asset-liability ratio below 70%.
Specific description for using the composite guarantee situation
3. Entrusting others for cash asset management
(1) Entrustment for financial management
Overview of entrusted financing during the reporting period
Specific type| Source of fund for entrusted financing| Amount incurred of entrusted financing| Undue balance| Overdue amount unclaimed| The amount of impairment accrued from overdue financial investment products
 Bank financial products| Self-owned capital|43,000.00|43,000.00|0|0
 Total||43,000.00|43,000.00|0|0
The short-term financial products purchased by the Company in 2022 can be found in the Announcement of Short-term Investment Using Excessive Cash (Announcement No.2022-015 and 2022-048) and the Announcement of Progress of Using Excessive Cash to Purchase Financial Products(Announcement No.2022-024, 2022-041 and 2023-006) on http://www.cninfo.com.cn.
Specific situation of high-risk entrusted finance with significant single amount, low security and poor liquidity□Applicable  ☑Not applicable
Circumstances in which principal of entrusted financing may not be recovered or which may result in decrease in value:□Applicable  ☑Not applicable
(2) Entrustment for loan
No entrustment for loan was made during the reporting period.
There were no other significant contracts involved in the Company during the reporting period.
XVI. Explanation on Other Important Matters
The Company has no other important matters to be explained during the reporting period.
XVII. Important Matters of Subsidiaries
SECTION VII CHANGES IN SHARE CAPITAL AND PARTICULARS
ABOUT SHAREHOLDERS
I. Changes of shares
1. Changes of shares
| Before change|| Increase/decrease in the period (+, -)||||| After change|
| Share number| Proportion| New shares| Shares bonus| Converted capital| Others| Subtotal| Share number| Proportion
 I. Restricted shares|848,564|0.10%||||2,261,509|2,261,509|3,110,073|0.38%
1. Shares held by the state|0|0.00%||||0|0|0|0.00%
2. Stated-owned legal person shares|0|0.00%||||0|0|0|0.00%
3. Other domestic shareholdings|848,564|0.10%||||2,261,509|2,261,509|3,110,073|0.38%
 Including: Shares held by domestic legal entities|0|0.00%||||0|0|0|0.00%
Shares held by domestic natural persons|848,564|0.10%||||2,261,509|2,261,509|3,110,073|0.38%
4. Shares held by foreign capitals|0|0.00%||||0|0|0|0.00%
 Including: Shares held by foreign legal entities|0|0.00%||||0|0|0|0.00%
 Shares held by foreign natural persons|0|0.00%||||0|0|0|0.00%
 II. Non-restricted Shares|807,829,912|99.90%||||-2,285,509|-2,285,509|805,544,403|99.62%
1. Common shares in RMB|807,829,912|99.90%||||-2,285,509|-2,285,509|805,544,403|99.62%
2. Domestically listed foreign shares|0|0.00%||||0|0|0|0.00%
3. Overseas listed foreign shares|0|0.00%||||0|0|0|0.00%
4. Others|0|0.00%||||0|0|0|0.00%
 III. Sum of Shares|808,678,476|100.00%||||-24,000|-24,000|808,654,476|100.00%
Reasons for the change of shares☑Applicable  □Not applicable
1. Top management of the Company unlocked 25% of the shares registered under their names on the last transaction date of the previous year.
2. As of the Company's 2021 Restricted Stock Incentive Plan, 1,209,500 shares of restricted stocks were transferred to 293 incentive objects on January 27, 2022.
3. On June 29, 2022, totally 24,000 shares of restricted stock that have been granted to resigned incentive objects but have not been unlocked from restriction in 2021 restricted stock incentive plan were repurchased and cancelled. Upon the repurchase and cancellation, the Company's total share capital decreased from 808,678,476 to 808,654,476 shares.
4. As of the Company's 2022 Restricted Stock Incentive Plan, 1,253,500 shares of restricted stocks were transferred to 288 incentive objects on November 10, 2022. In addition, a total of 79,000 restricted shares of the posponed portion of the 2022 Restricted Stock Incentive Plan were transferred to two incentive objects on February 24, 2023.
Approval of change in stock
1. The Company held the 11th Session of the Seventh Board of Directors and the 10th Session of the Seventh Board of Supervisors on January 6,2022, which deliberated and approved the Proposal on Grant of Restricted Stock to Incentive Objects, and agreed to grant 1,209,500 restricted shares to 293 incentive objects on January 6, 2022. After confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the restricted stocks of the Company's 2021 Restricted Stock Incentive Plan were transferred and registered to incentive objects on January27, 2022.
2. On March 31, 2022, the 12th Session of the Seventh Board of Directors and the 11th Session of the Seventh Board of Supervisors deliberated and approved Proposal on Repurchasing and Canceling a Part of Restricted Stock. For disqualification of six incentive objects due to their resignation, the Company has decided to repurchase and cancel 24,000 shares of Restricted Stock at the price of RMB 1 per share. The Proposal on Repurchasing and Canceling a Part of Restricted Stock has been adopted by the Annual General Meeting of Shareholders for 2021 Fiscal Year held on April 25, 2022. The Company has repurchased and canceled 24,000 shares of Restricted Stock at the price of RMB 1 per share and paid totally RMB 24,000 to the above incentive objects. After confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the Company completed repurchase and cancellation on June 29, 2022.
3. On August 30, 2022, the 14th Session of the Seventh Board of Directors and the 13th Session of the Seventh Board of Supervisors deliberated and approved Proposal on Repurchasing and Canceling a Part of Restricted Stock. For disqualification of thirteen incentive objects due to their resignation, the Company has decided to repurchase and cancel 53,000 shares of Restricted Stock at the price of RMB 1 per share. The cancellation of repurchase can only be implemented after the deliberation and approval by the General Meeting of Shareholders in the Company.
4. The Company held the 15th Session of the Seventh Board of Directors and the 14th Session of the Seventh Board of Supervisors on October 12,2022, which deliberated and approved the Proposal on Grant of Restricted Stock to Incentive Objects, and agreed to grant 1,253,500 restricted shares to 288 incentive objects on October 12, 2022. At the same time, the Company postponed the grant of 79,000 shares to two incentive objects. On January 31, 2023, the 18th Session of the Seventh Board of Directors and the 17th Session of the Seventh Board of Supervisors held, which deliberated and approved the Proposal on Grant of Postponed Portion of Restricted Stock to Incentive Objects. The grant date of the postponed portion was February 1, 2023. After confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the restricted stocks of the Company's 2022 Restricted Stock Incentive Plan was transferred to 288 incentive objects on November 10, 2022, and the postponed portion was transferred to 2 incentive objects on February 24, 2023.
Transfer of shares changed
1. After confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, 1,209,500 restricted stocks of the Company's 2021 Restricted Stock Incentive Plan were transferred and registered to 293 incentive objects on January 27, 2022.
2. After confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, 1,253,500 restricted stocks of the Company's 2022 Restricted Stock Incentive Plan was transferred to 288 incentive objects on November 10, 2022, and the suspended grant part was transferred to 2 incentive objects on February 24, 2023.
Influence of shares change on basic earnings per share and diluted earnings per share in latest year and period, net assets per share owned by the Company's ordinary shareholder and other financial indexes.
Since tiny influence on basic earnings per share and diluted earnings per share, the 24,000 restricted stocks repurchased and cancelled in this period generate no effect on other financial indicators (e.g net assets per share belonging to the Company's common stockholder).
The other contents the company thinks fit to disclose or the securities regulatory authority requires to disclose□Applicable  ☑Not applicable
2. Changes of restricted shares