Luzhou Laojiao Co., Ltd. 2019 Annual Report April 2020
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2019 Annual Report of Luzhou Laojiao Co., Ltd. Luzhou Laojiao Co., Ltd. 2019 Annual Report April 2020 1 2019 Annual Report of Luzhou Laojiao Co., Ltd. Section I Important Statements, Contents and Definitions The Board of Directors, Board of Supervisors, directors, supervisors and senior management guarantee that the information presented in this report is free of any false records, misleading statements or material omissions, and shall individually and together be legally liable for truthfulness, accuracy and completeness of its contents. Mr. Liu Miao, responsible person for the Company, Ms. Xie Hong, responsible person for accounting and Ms. Yan Li, responsible person for the Company’s financial affairs (Accounting Supervisor) have warranted that the financial statements in this report are true and complete. Other directors attended the board meeting to deliberate this report by themselves except the following directors. Position of directors who Name of directors who did not Reason for not attending did not attend the meeting Name of deputies attend the meeting in person the meeting in person in person Lin Feng Director Work Liu Miao Affected by risks, uncertainties and assumptions, the forward-looking statements concerning business objectives and future plans made in this report based on the subjective assumptions and judgments of the future policies and economic conditions may be significantly different from the actual results. Such statements shall not be considered as virtual promises of the Company to investors, and the investors and relevant persons shall maintain adequate risk awareness and shall understand the differences between plans, forecasts and commitments. In the annual report, the potential risks in the operation of the Company have been disclosed. Investors are kindly reminded to pay attention to possible investment risks. The profit distribution plan approved by the board of directors: based on 1,464,752 ,476 shares, a cash dividend of CNY 15.9 (tax inclusive) will be distributed for every 10 existing shares held, 0 shares of bonus shares (tax inclusive), and reserves would not be converted into share capital. This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. 2 2019 Annual Report of Luzhou Laojiao Co., Ltd. Contents Section I Important Statements, Contents and Definitions ................................................. 2 Section II Company Profile and Key Financial Results ........................................................ 5 Section III Business Profile ........................................................................................................10 Section IV Performance Discussion and Analysis...............................................................13 Section V Significant Events......................................................................................................34 Section VI Changes in Shares and Information about Shareholders .............................51 Section VII Preference Shares ...................................................................................................59 Section VIII Information about Convertible Corporate Bond ............................................60 Section IX Profiles of Directors, Supervisors, Senior Management and Employees .61 Section X Corporate Governance .............................................................................................74 Section XI Information about Corporate Bond......................................................................81 Section XII Financial Report.......................................................................................................87 Section XIII Documents Available for Preference.............................................................. 240 3 2019 Annual Report of Luzhou Laojiao Co., Ltd. Definitions Referen Term Definition ce Company, the Company, Luzhou Refer to Luzhou Laojiao Co., Ltd. Laojiao Laojiao Group Refer to Luzhou Laojiao Group Co., Ltd. Xinglu Group Refer to Luzhou XingLu Investment Group Co., Ltd. State-owned Assets Supervision and Administration SASAC of Luzhou Refer to Commission of Luzhou Huaxi Securities Refer to Huaxi Securities Co., Ltd. CICC Refer to China International Capital Corporation Limited Luzhou Bank Refer to Luzhou Bank Co., Ltd. Sales Company Refer to Sales Company of Luzhou Laojiao Co., Ltd. Brewing Company Refer to Luzhou Laojiao Brewing Co., Ltd. 4 2019 Annual Report of Luzhou Laojiao Co., Ltd. Section II Company Profile and Key Financial Results 1. Corporate information Stock abbreviation Luzhou Laojiao Stock code 000568 Stock exchange where the shares of the Shenzhen Stock Exchange Company are listed Name of the Company 泸州老窖股份有限公司 in Chinese Abbr. of the Company 泸州老窖 name in Chinese Name of the Company Luzhou Laojiao Co., Ltd. in English (if any) Abbr. of the Company LZLJ name in English (if any) Legal representative Liu Miao Registered address Guojiao Square, Luzhou City, Sichuan Province, China Postal code 646000 Luzhou Laojiao Marketing Network Command Center, Nanguang Road, Business address Luzhou City, Sichuan Province, China Postal code 646000 Company website www.lzlj.com E-mail [email protected] 2. Contact us Representative for securities Secretary of the board affairs Name Wang Hongbo Wang Chuan Luzhou Laojiao Marketing Network Command Center, Nanguang Address Road, Luzhou City, Sichuan Province, China Tel. (0830)2398826 (0830)2398826 Fax (0830)2398864 (0830)2398864 5 2019 Annual Report of Luzhou Laojiao Co., Ltd. E-mail [email protected] [email protected] 3. Information disclosure and place where the annual report is kept Newspaper designated by the Company China Securities Journal, Securities Times, Securities Dail for information disclosure y Website designated by the China Securities Regulatory Commission http://www. cninfo.com.cn (CSRC) for the publication of the Annual Report Place where the annual report of the Board office Company is kept 4. Company registration and alteration Organization code 91510500204706718H Changes in main business activities since the Company was listed (if None any) Before September 2009, the controlling shareholder was the Changes of controlling shareholders SASAC of Luzhou. After the equity transfer in September 2009, the of the Company (if any) controlling shareholder was changed to Laojiao Group, but the actual controller is still the SASAC of Luzhou. 5. Other relevant information Accounting firm engaged by the Company Name of the accounting firm Sichuan Huaxin (Group) CPA Firm Business address of the 28/F., South Jinmaolidu, NO.18 Ximianqiao Street, Chengdu City, accounting firm Sichuan Province. Name of accountants for writing Tang Fangmo, Feng Yuan signature Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period □ Applicable √ N/A 6 2019 Annual Report of Luzhou Laojiao Co., Ltd. Financial adviser engaged by the Company to continuously perform its supervisory function during the reporting period. Applicable √ N/A 6. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment to or restatement of accounting data. Yes √ No 2019 2018 YoY Change 2017 Operating revenues (CNY) 15,816,934,272.86 13,055,465,761.55 21.15% 10,394,867,493.46 Net profits attributable to shareholders of the Company 4,641,988,857.03 3,485,643,008.98 33.17% 2,557,944,598.97 (CNY) Net profits attributable to shareholders of the Company 4,600,916,766.09 3,483,173,302.46 32.09% 2,539,601,364.06 before non-recurring gains and losses (CNY) Net cash flows from operating 4,841,619,203.86 4,297,916,018.24 12.65% 3,703,734,061.89 activities (CNY) Basic earnings per share 3.17 2.38 33.19% 1.798 (CNY/share) Diluted earnings per share 3.17 2.38 33.19% 1.798 (CNY/share) Weighted average ROE 25.50% 21.81% 3.69% 20.30% At the end of 2019 At the end of 2018 YoY Change At the end of 2017 Total assets (CNY) 28,919,969,078.32 22,604,929,596.42 27.94% 19,755,761,074.20 Net assets attributable to shareholders of the Company 19,406,845,725.61 16,964,671,475.96 14.40% 15,171,448,756.68 (CNY) 7. Differences in accounting data under domestic and overseas accounting standards 7.1. Differences in the net profits and net assets disclosed in the financial reports prepared under the international and China accounting standards Applicable √ N/A No such differences for the reporting period. 7 2019 Annual Report of Luzhou Laojiao Co., Ltd. 7.2. Differences in the net profits and net assets disclosed in the financial reports prepared under the overseas and China accounting standards Applicable √ N/A No such differences for the reporting period. 8. Key financial results by quarter Unit: CNY Q1 Q2 Q3 Q4 Operating revenues 4,169,227,565.29 3,843,807,454.43 3,463,860,724.49 4,340,038,528.65 Net profits attributable to 1,514,560,516.51 1,235,220,524.91 1,045,505,627.15 846,702,188.46 shareholders of the Company Net profits attributable to shareholders of the Company 1,509,954,666.54 1,217,827,861.02 1,064,362,543.26 808,771,695.27 before non-recurring gains and losses Net cash flows from operating 561,024,531.75 1,145,726,058.59 1,638,528,733.43 1,496,339,880.09 activities Whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports Yes √ No 9. Non-recurring profits and losses √ Applicable N/A Unit: CNY Item 2019