张裕Ｂ：2018年年度报告（英文版）.PDF

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1、Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual ReportYantai Changyu Pioneer Wine Co. Ltd.2018 Annual ReportFinal 2019-01April, 2019Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report2ContentsI、Important Notice，Contents and Definition.3II、Brief Introduction for the Company and Main Financial In

2、dicators .5III、Summary of the Companys Businesses .10IV、Management Discussion and Analysis .14V、Major issues . 35VI、Changes in Shares and the Shareholders Situation .51VII、Related Situation of Preferred Shares .61VIII、Situation for Directors, Supervisors, Senior Executives and Staffs.62IX、Corporate

3、Governance .77X、Related Situation of Corporation Bonds .85XI、Financial Report.86XII、Reference Document .198Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report3I. Important Notice, Content and DefinitionThe board of directors， the board of Supervisors， directors, supervisors and senior executives

4、of the Company guarantee the truthfulness, accuracy and completeness of the contentscontained in the report with no false records, misleading statements or significant omissions,and undertake individual and joint legal liabilities.Mr. Zhou Hongjiang (Chairman of the Company), Mr. Jiang Jianxun (Chie

5、f Financial Officer& Financial Director) assure the truthfulness, accuracy and completeness of the financialreport in the annual report.Except the following directors, all other directors have personally attended the meeting fordeliberating the annual report.Director name withnon-present in personDi

6、rector post withnon-present in personReason fornon-present inpersonName ofmandatorySun LiqiangDirectorBusiness tripZhou HongjiangAntonio AppignaniDirectorBusiness tripAugusto ReinaForward-looking statements such as future plans and development strategies covered in thisreport do not constitute a sub

7、stantial commitment of the Company to investors. Investors areadvised to pay attention to investment risks.About significant risks that may be faced in production and operation process, please referto“5. Risks likely to occur” part of “9. Expectation for the Companys Future Development”in the Chapte

8、r Four “Management Discussion and Analysis” of the report. Investors areadvised to read carefully and pay attention to investment risks.The Companys preliminary scheme of profit distribution deliberated and passed by the boardof directors this time is shown as following: Based on the Companys total

9、685,464,000shares, we plan to pay CNY6 (including tax) in cash as dividends for every 10 shares to allshareholders and send 0 bonus share (including tax). Capital reserve will not be transferred toequity.Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report4DefinitionDefinition ItemRefers toDefini

10、tion ContentCompany/The CompanyRefers to Yantai Changyu Pioneer Wine Co. Ltd.Changyu Group/Controlling ShareholderRefers to Yantai Changyu Group Co. Ltd.CSRCRefers to China Securities Regulatory CommissionSSERefers to Shenzhen Stock ExchangeDeloitte Hua YongRefers toDeloitte Hua Yong Certified Publi

11、c AccountantsCo., Ltd (special general partnership)CNYRefers to Chinese YuanYantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report5II. Brief Introduction for the Company and Main Financial Indicators1. Companys informationStock AbbreviationChangyu A, Changyu BStock Code000869, 200869Stock Abbreviat

12、ion after Alteration -Place of Stock ListingShenzhen Stock ExchangeLegal Name in Chinese烟台张裕葡萄酿酒股份有限公司Abbreviation of Chinese Name张裕Legal Name in EnglishYANTAI CHANGYU PIONEER WINE COMPANY LIMITEDAbbreviation of English NameCHANGYULegal RepresentativeMr. Zhou HongjiangRegistered Address56 Dama Road,

13、 Yantai, Shandong, ChinaPostal Code264000Office Address56 Dama Road, Yantai, Shandong, ChinaPostal Code264000Websitehttp:/E-2. Contact person and informationSecretary to the Board of DirectorsAuthorized Representative of Securities AffairsNameMr. Qu WeiminMr. Li TingguoAddress56 Dama Road, Yantai, S

14、handong, China56 Dama Road, Yantai, Shandong, ChinaTel0086-535-66336560086-535-6633656Fax0086-535-66336390086-535-6633639E-3. Information disclosure and filing locationMedia name for information disclosureselected by the CompanyChina Securities Newspaper , Securities Times and HongKong Commercial Da

15、ilyWeb Site assigned by CSRC to carry theannual reporthttp:/Filing location of the Companys annualreportBoard of Directors Office of the Company, 56 Dama Road,Yantai, ShandongYantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report64. Registration changesOrganization Code913700002671000358Changes for

16、 the main businessesof the Company since it was listedThe business scope determined by the Company when it wasestablished on September 18th, 1997 is production, processing andsales of wine, distilled liquor, healthy liquor, fruit liquor, non-alcoholbeverage, fruit jam, packing material and winemakin

17、g machine. OnApril 17th, 2008, approved by the 2007 shareholders meeting, theCompanys business scope is changed to production, processing andsales of wine, distilled liquor, medicated liquor, fruit liquor,non-alcohol beverage, fruit jam, packing material, winemakingmachines and licensed import and e

18、xport. On May 12th, 2010,approved by the 2009 shareholders meeting, the Company changedits business scope to production, processing and sales of wine,distilled liquor, medicated liquor, fruit liquor, non-alcohol beverage,fruit jam, packing material and its products, winemaking machine,licensed impor

19、t and export and external investment according tonational policy. On September 23rd, 2016, approved by the 2016annual 1stInterim shareholders meeting, the Company changed itsoperating scope to wine and fruit wine (bulk wine, processing andfilling) production, blending liquor and other blending liquo

20、rs (grapeliqueur) production, other liquors (other distilling liquors) production,production, processing and sales of packing material and winemakingmachine,grape plantationand procurement,tourism resourcesdevelopment(excludingtourism),packagedesign,activityofbuilding rental, licensed import and exp

21、ort, warehouse business andexternal investment according to national policy.Changes for all previouscontrolling shareholdersNo.5. Other relevant informationThe accounting firm appointed by the CompanyNameDeloitte Hua Yong Certified Public Accountants Co., Ltd (specialgeneral partnership)AddressNo. 2

22、3 Zhenzhi Road, Chaoyang District, BeijingName of signatory accountantsXie Yanfeng, Li YangangThe sponsor institution appointed by the Company to perform the duty of continuoussupervision during the report periodAvailableNot availableThe financial adviser appointed by the Company to perform the duty

23、 of continuoussupervision during the report periodAvailableNot available6. Key accounting data and financial indicatorsWhether the Company needs to retrospectively adjust or restate the accounting data ofprevious fiscal years.YesNoYantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report720182017More

24、or less thanLast year (%)2016Operating revenue (CNY)5,142,244,7404,932,545,2294.25%4,717,596,472Net profit attributed toshareholders of the listedcompany (CNY)1,042,632,9291,031,695,0561.06%982,460,488Net profit attributed toshareholders of the listedcompany after deductingirregular gains and losses

25、(CNY)965,426,238986,095,872-2.10%941,730,478Net cash flows fromoperating activities (CNY)975,978,746973,243,0270.28%889,911,970Basic earnings per share(CNY)1.521.510.66%1.43Diluted earnings per share(CNY)1.521.510.66%1.43Weighted average forearning rate of net assets(CNY)11.23%12.14%-0.91%12.55%Dece

26、mber 31st, 2018 December 31st, 2017More or less thanLast year (%)December 31st, 2016Total assets (CNY)13,117,729,05212,536,755,2084.63%11,528,077,971Net Assets attributed toshareholders of the listedcompany (CNY)9,606,099,3658,906,342,2997.86%8,209,010,9897. Differences in accounting data under PRC

27、accounting standards and internationalaccounting standards(1) Differences of net profits and net assets in the financial report disclosed accordingto both international accounting standards and PRC accounting standardsAvailableNot availableThere are no differences of net profits and net assets in th

28、e financial report disclosedaccording to both international accounting standards and PRC accounting standards duringthe report period.(2) Differences of net profits and net assets in the financial report disclosed accordingto both foreign accounting standards and PRC accounting standardsAvailableNot

29、 availableThere are no differences of net profits and net assets in the financial report disclosedaccording to both foreign accounting standards and PRC accounting standards during thereport period.Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report88. Key financial indicators by quarterUnit：CNY

30、1stQuarter2ndQuarter3rdQuarter4thQuarterOperating revenue1,804,057,9761,024,172,0881,032,328,9861,281,685,690Net profit attributed toshareholders of thelisted company479,444,238156,393,167133,916,250272,879,274Net profit attributed toshareholders of thelisted company afterdeducting irregulargains an

31、d losses466,181,564140,497,155110,520,695248,226,824Net cash flows fromoperating activities507,263,96445,489,508224,087,322199,137,952Whether there are significant differences between the above mentioned financial indicators ortheir sum and the related financial indicators in the quarterly reports a

32、nd semi-annual reportsdisclosed by the Company.YesNo9. Item and amount of non-recurring profit and lossAvailableNot availableUnit：CNYItem201820172016ExplanationProfits and losses on disposal ofnon-current assets, including theprovision for asset impairment write-offpart11,368,355-222,58614,719Govern

33、ment grants included in thecurrent profits and losses (except forthose recurring government grants thatare closely related to the entitysoperation, in line with related regulationsand have proper basis of calculation)87,281,43447,638,38449,130,643Other operating revenues andexpenditures except the a

34、forementioneditems3,817,40113,999,2514,656,972Less:Income tax effect25,157,18815,523,42413,072,324Minority shareholders equityeffect (after taxes)103,311292,441Total77,206,69145,599,18440,730,010-The reasons shall be made clear and definitely as to the non-recurring profit and loss that theCompany h

35、as defined by virtue of the Explanatory Announcement on Public CompanysYantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report9Information Disclosure No.1 - Non-recurring Profit and Loss and as to regarding thenon-recurring profit and loss as recurrent profit and loss as specified in the Explanatory

36、Announcement on Public Companys Information Disclosure No.1 Non-recurring Profit andLoss.AvailableNot availableThere are no cases that non-recurring profit and loss is defined and specified as recurrentprofit and loss in accordance with the Explanatory Announcement on Public CompanysInformation Disc

37、losure No.1 - Non-recurring Profit and Loss during the report period.Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report10III. Summary of the Companys Businesses1. Main businesses during the report periodWhether the Company needs to follow disclosure requirements of special industryNoDuring the

38、report period, the Companys main businesses are production and operation of wine and brandy, thus providing domestic and foreignconsumers with healthy and fashionable alcoholic drinks. Compared with earlier stage, there are no significant changes happened to theCompanys main businesses. The wine ind

39、ustry that the Company involved in is still in growth stage and the whole domestic wine market is onthe rising trend. The Company is at the forefront in the domestic wine market.2. Significant changes of main assets(1) Significant changes of main assetsMain assetsExplanation of significant changesEq

40、uity assetThere are no significant changes during the report periodFixed assetThe fixed assets increased by7.89% compared with the initial stage, owing to part of constructions in processhave been transferred to fixed asset during the report period.Intangible assetThere are no significant changes of

41、 intangible asset during the report period.Construction in processThe constructions in process decreased by 26% compared with the initial stage, owing to part of constructionsin process have been transferred to fixed asset during the report period.Yantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Rep

42、ort11(2) Main overseas assets situationAvailableNot availableUnit：CNYDetails of assetsFormationreasonsAssets scaleLocationOperationmodeControlmeasures forsafeguarding ofasset securityEarningconditionProportion ofoverseas assets inthe Companys netassetsWhether there aresignificant impairmentrisksHaci

43、enda YVinedosMarques DelAtrio. SLAcquisition ofequity563,501,798SpainIndependentoperationThe Companyparticipates inmakingimportantdecisionsthrough board ofdirectors andappoints CFOon financialmanagement.3,811,4655.87%NoIndomita WineCompany Chile,SpAEstablishmentof joint venture515,753,832ChileIndepe

44、ndentoperationThe Companyparticipates inmakingimportantdecisionsthrough board ofdirectors andappoints CFOon financialmanagement.15,934,3475.37%NoYantai Changyu Pioneer Wine Co. Ltd. 2018 Annual Report12KilikanoonEstate Pty LtdAcquisition ofequity151,394,573AustraliaIndependentoperationThe Companypar

45、ticipates inmakingimportantdecisionsthrough board ofdirectors.217,8691.58%3. Analysis of core competitivenessWhether the Company needs to follow disclosure requirements of special industryNo.Compared with the participants in the arena of the Chinese wine sector, we believe that the Company is with t

46、he following advantages:Firstly, the Company has been enjoying a well-known wine brand since 120-odd years. “Changyu”, “Noble Dragon” and “AFIP” are all Chinafamous brand that have strong influence and good reputation.Secondly, the Company has set up a nationwide marketing network, formed a “three-l

47、evel” marketing network system mainly composed of theCompanys salesmen and dealers, with strong marketing ability and market exploitation ability.Thirdly, the Company has strong research strength and a product R&D system. Relying on the countrys only “State-level Wine R&D Center”,the Company has mas

48、tered advanced winemaking technology and production processes as well as been powerful enough in product innovationand perfect quality control system.Fourthly, the Company is in possession of a lot of grape-growing bases that are compatible with its development requirements. The Companyhas developed

49、 a great deal of vineyards in the most suitable areas for wine grape growing such as Shandong, Ningxia, Xinjiang, Liaoning, Hebeiand Shanxi, whose scale and structure have generally met the Companys needs for development.Fifthly, products in high, medium and low-grade as well as varieties and catego

50、ries are all complete. Over 100 varieties of series products suchas wine, brandy and sparkling wine covers various grades, including high, medium and low-grade, which can meet different consumer groupsdemands. The Company has taken the dominant status in the domestic wine industry through rapid deve