Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report
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Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report 2016 Final 01 April, 2016 1 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report I. Important Notice, Contents and Definition The Board of Directors,the Board of Supervisors,directors, supervisors & senior managers of the Company collectively and individually accept full responsibility for the truthfulness, accuracy and completeness of the information contained in this report and confirm that to the best of their knowledge and belief there are no unfaithful facts, significant omissions or misleading statements. Mr. Sun Liqiang (Chairman of the Company), Mr. Leng Bin (Chief Financial Officer) and Mr. Jiang Jianxun (Financial Director) assure the truthfulness, accuracy and completeness of the financial report in the annual report. All directors personally attended the meeting for deliberating the annual report. 1. The Company may face significant risks in production and operation, please refer to “8.expectation for the Company’s future development” sector of “5. Risks likely to occur” part in the chapter four named “Board of Directors’ Report”. We advise investors to read carefully and pay attention to the investment risks. 2. The business plan and target in the report do not represent the earnings forecast of the listed company in 2016, which depends on several factors including the changes of market conditions and the effort extent of managing team etc. with a great uncertainty, so the investors should be in a special attention. The Company’s preliminary scheme of profit distribution deliberated and passed by the board of the directors is as following: “Based on the Company total 685,464,000 shares on 31 December 2015,we plan to pay CNY 5 in cash as dividends for every 10 shares (including tax) to the Company’s all shareholders, send 0 bonus(including tax) and capital reserve will not be transferred to equity. ” 2 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report Contents I、Important Notice,Contents and Definition..............................................................................2 II、Brief Introduction for the Company and Main Financial Indicators .................................. 5 III、Summary of the Company’s Businesses .............................................................................. 10 IV、Management Discussion and Analysis ................................................................................. 13 V、Major issues ............................................................................................................................. 33 VI、Changes in Shares and the Shareholders’ Situation ...........................................................50 VII、Related Situation of Preferred Shares ................................................................................59 VIII、 Situation for Directors, Supervisors, Senior Management and Staffs...........................60 IX、 Corporate Governance ........................................................................................................ 70 X、 Financial Report .................................................................................................................... 80 XI、Reference Documents............................................................................................................ 180 3 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report Definition Definition Item Refers to Definition Content Company/The Company Refers to Yantai Changyu Pioneer Wine Co. Ltd. Changyu Group/Controlling Refers to Yantai Changyu Group Co. Ltd. Shareholder CSRC Refers to China Securities Regulatory Commission SSE Refers to Shenzhen Stock Exchange Refers to Deloitte Hua Yong Certified Public Accountants Deloitte Hua Yong Co., LTD (special general partnership) CNY Refers to Chinese Yuan 4 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report. II. Brief Introduction for the Company and Main Financial Indicators 1. Company’s information Code number of the Abbreviation of the Shares: Changyu A、Changyu B 000869、200869 Shares Abbreviation of the Shares _ after alteration (if have) Place of listing of the Shares Shenzhen Stock Exchange Legal Name in Chinese 烟台张裕葡萄酿酒股份有限公司 Abbreviation of Chinese 张裕 name Legal Name in English (if YANTAI CHANGYU PIONEER WINE COMPANY LIMITED have) Abbreviation of English name CHANGYU (if have) Legal Representative Mr. Sun Liqiang Registered Address 56 Dama Road, Yantai, Shandong, China Postal Code 264000 Office Address 56 Dama Road, Yantai, Shandong, China Postal Code 264000 Website http://www.changyu.com.cn E-mail [email protected] 2. Contact person and information SecretarytotheBoardof Authorized Representative of the Directors Securities Affairs Name Mr. Qu Weimin Mr. Li Tingguo 56 Dama Road, Yantai, Shandong, 56 Dama Road, Yantai, Address China Shandong, China Tel 0086-535-6633656 0086-535-6633656 Fax 0086-535-6633639 0086-535-6633639 E-mail [email protected] [email protected] 3. Information disclosure and filing location The newspapers in which the “China Securities Newspaper”,“Securities Times”and Company’s information is disclosed “Hong Kong Commercial Daily” WebSiteassignedbyCSRCtocarry http://www.cninfo.com.cn the annual report Filing location Board of Directors’ Office of the Company, 5 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report. 56 Dama Road, Yantai, Shandong 4. Registration changes Organization Code 26710003-5 On 18th September 1997 the Company’s operating scope was the production, processing and sales of wine, distilled liquor, healthy liquor, fruit liquor, non-alcohol beverages, fruit jam, packing materials and winemaking machines. On 17th April 2008, after the deliberation of 2007 shareholders’ meeting, the Company’s operating scope is amended to “the Company, legally registered, is in business of production, processing Changes for the main and sales of wine, distilled liquor, medicated liquor, fruit liquor, business of the Company non-alcohol beverages, fruit jam, packing materials and winemaking machines; licensed import and export.” since it was listed (if have) On 12th May 2010, after the deliberation of 2009 shareholders’ meeting, the Company revised its operating scope to “the Company, legally registered, is in business of production, processing and sales of wine, distilled liquor, medicated liquor, fruit liquor, non-alcohol beverages, fruit jam, packing materials and its products, winemaking machines; licensed import and export; external investments according to governmental policies. Changes for all previous controlling shareholders No. (if have) 5. Other documents The accountant appointed by the Company Deloitte Hua Yong Certified Public Accountants Co., LTD Name (special general partnership) Address No. 1 East Chang'an Avenue, Dongcheng District, Beijing Name of signatory accountants Xu Zhaohui, Li Xu The sponsor agency the Company appointed to perform the duty of continuous supervision during the report period □Available Not available The financial adviser the Company appointed to perform the duty of continuous supervision during the report period □Available Not available 6. Key accounting data and financial indicators Whether the Company makes retroactive adjustments or restates the accounting data of previous fiscal years because of changes of accounting policy and/or accounting errors. □Yes No 6 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report. More or less Item 2015 2014 than 2013 Last year (%) Business revenue 4,649,722,368.00 4,156,727,525.00 11.86% 4,320,948,572.00 Net profit attributed to the shareholders 1,030,073,860.00 977,707,711.00 5.36% 1,048,185,927.00 of the listed company Net profit attributed to the shareholders of the listed company after 993,268,823.00 950,191,379.00 4.53% 1,017,348,285.00 deducting the irregular profit and loss Net cash flows from the operating 1,143,046,367.00 1,070,083,296.00 6.82% 735,074,307.00 activities Basic earnings per 1.50 1.43 4.90% 1.53 share Diluted earnings 1.50 1.43 4.90% 1.53 per share Weighted average for earning rate of 14.40% 13.96% 0.44% 16.45% the net assets More or less Dec. 31st 2015 Dec. 31st 2014 than Dec. 31st 2013 Last year (%) Total assets 10,344,211,461.00 8,912,232,640.00 16.07% 7,997,930,542.00 Net Assets attributed to the 7,564,099,003.00 6,840,452,145.00 10.58% 6,208,279,705.00 shareholders of the listed company 7. Differences in accounting data under PRC accounting standards and international accounting standards (1) Differences of net profit and net asset in the financial report disclosed according to both international accounting standards and PRC accounting standards □Available Not available There are no differences of net profit and net asset in the financial report disclosed according to both international accounting standards and PRC accounting standards during the report period. 7 Yantai Changyu Pioneer Wine Co. Ltd. 2015 Annual Report. (2) Differences of net profit and net asset in the financial report disclosed according to both foreign accounting standards and PRC accounting standards □Available Not available There are no differences of net profit and net asset in the financial report disclosed according to both foreign accounting standards and PRC accounting standards during the report period. 8. Key financial indicators by quarter Unit:CNY 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Business revenue 1,825,212,207.00 1,000,581,043.00 860,434,812.00 963,494,306.00 Net profit attributed to the shareholders of the 530,248,397.00