Annual Report 2011 Important Notes
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Annual Report 2011 Important Notes 1. The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of the Company confirm that, there are no fictitious presentation, misleading statements or important omissions carried in this report, and shall take responsibilities, individually and/or jointly, for the truth, accuracy and completion of the whole contents. 2. Reanda Certified Public Accountants issued an audit report of the standard and clean opinion for the Company. 3. Mr. Yu Lin, chairman of the Board of Directors, Mr. Ye Changqing, chief accountant, and Ms. Xia Xueyun, principal of the accounting body, hereby guarantee that the financial report enclosed in this annual report are true and complete. 4. The report has been prepared in Chinese and English respectively. In case of discrepancy, the Chinese version shall prevail. 5. In the report, all of Company, the Company and Gujing refer to Anhui Gujing Distillery Co., Ltd., “Gujing Group” refers to Anhui Gujing Group Co., Ltd.. 1 Contents Chapter I. Company Information……………………………………………………3 Chapter II. Financial and Business Data Summary……………………………….…...4 Chapter III. Particulars about the Changes of Share Capital & Shareholders…………6 Chapter IV. Particulars about Director, Supervisors, Senior Executives and Employees of the Company………………………………………………………………...…….11 Chapter V. Corporate Governance Structure…………………………………………16 Chapter VI. Briefs to the Shareholders’ General Meeting …………………………..20 Chapter VII. Report of the Board of Directors…………………………………….…21 Chapter VIII. Report of the Supervisory Committee………………………………...42 Chapter IX. Significant Events……………………………………………………….45 Chapter X. Financial Report………………………………………………………….48 Chapter XI. Notes to the Consolidated FinancialStatements 63 Chapter XII. Documents for Reference…………………………...………………..144 2 Chapter I Company Information 1. Legal Name in Chinese: 安徽古井贡酒股份有限公司 Legal Name in English: ANHUI GUJING DISTILLERY COMPANY LIMITED Abbreviate: GUJING 2. Legal Representative: Yu Lin 3. Secretary of the Board: Ye Changqing Add: Gujing Town, Bozhou City, Anhui Province Tel: (0558) 5712231 Fax: (0558) 5317706 E-mail: [email protected] Securities Affairs Representative: Ma Junwei Add: Gujing Town, Bozhou City, Anhui Province Tel: (0558) 5710057 Fax: (0558) 5317706 E-mail: [email protected] 4. Registered Address: Gujing Town, Bozhou City, Anhui Province Office Address: Gujing Town, Bozhou City, Anhui Province Postcode: 236820 Website: http://www.gujing.com 5. Newspaper Designated for Disclosing the Information: China Securities Journal, Shanghai Securities News and Ta Kung Pao Internet Website for Publishing the Annual Report: http://www.cninfo.com.cn Place for filing the Annual Report: Secretary Office of the Board of Directors of the Company 6. Stock Exchange where the company shares are listed: Shenzhen Stock Exchange Short form of the Stock: Gujing Distillery Securities Code: 000596 Short form of the stock: Gujing Distillery B Securities Code: 200596 7. Other Relevant Information: (1) Date of the initial registration: May 30, 1996 Registration Place: Industrial & Commercial Administration Bureau of Anhui Province (2) Registration No. of Corporate Business License: 340000400001632 Tax registration number: 341600151940008 Organizationing code: 15194000-8 (3) Names and addresses of accountants’ offices appointed by the Company: Name: Reanda Certified Public Accountants Address: 2008 Dongqu, Bldg. 1, Zhubang 2000, 100 Balizhuang Xili, ChaoYang District, Beijing, PRC. (4) Name of sponsor institution and name of sponsor engaged by the Company to conduct consistent responsibility of supervision: Name of sponsor institution: GF Securities Co., Ltd. Sponsors: Mr. He Xiaoshe, Mr. Yan Peng 3 Chapter II Financial and Business Data Summary I. Main business data in 2011 Unit: RMB Yuan Increase or decrease 2011 2010 2009 (%) Operating revenue 3,307,979,236.00 1,879,155,480.31 76.04% 1,341,426,329.43 Operating profit 835,782,955.91 398,306,010.05 109.83% 165,136,819.87 Total profit 850,074,904.95 408,811,500.55 107.94% 166,007,383.21 Net profit attributed to 566,390,286.36 313,757,556.93 80.52% 140,089,179.69 shareholders of the listed Company Net profit attributed to shareholders of the listed Company 553,567,092.68 286,885,074.85 92.96% 138,063,747.88 after deducting non-recurring profit and loss Net cash flow arising from 625,901,467.35 517,700,354.38 20.90% 349,939,729.92 operating activities Increase or decrease As at 31 Dec. 2011 As at 31 Dec. 2010 As at 31 Dec. 2009 year-on-year (%) Total assets 4,241,819,550.30 1,857,931,814.00 128.31% 1,342,230,542.78 Total liabilities 1,480,704,265.85 808,456,266.18 83.15% 534,232,591.85 Owners’ equity attributable to 2,761,115,284.45 1,049,475,547.82 163.09% 807,997,950.93 shareholders of listed companies Total share capital 251,800,000.00 235,000,000.00 7.15% 235,000,000.00 (share) II. Main financial index Unit: RMB Yuan Increase or decrease 2011 2010 2009 (%) Basic earnings per share 2.34 1.34 74.63% 0.60 (Yuan/share) Diluted earnings per share 2.34 1.34 74.63% 0.60 (Yuan/share) Basic earnings per share 2.29 1.22 87.70% 0.59 4 deducted from recurring profits and losses (Yuan/share) Weighted average net asset 31.65% 34.17% -2.52% 16.95% earning ratio (%) Weighted average net asset earning ratio deducted from 30.94% 31.71% -0.77% 17.10% recurring profits and losses (%) Net cash flow arising from operating activities per 2.49 2.20 13.18% 1.49 share (Yuan/share) As at 31 Dec. Increase or decrease As at 31 Dec. 2011 As at 31 Dec. 2009 2010 year-on-year (%) Net cash flow per share from operating activities 10.97 4.47 145.41% 3.44 (Yuan/share) Asset-liability ratio (%) 34.91% 43.51% -8.60% 39.80% III. Items of non-recurring profits and losses Unit: RMB Yuan Note (if Non-recurring profits and losses Amount in 2011 Amount in 2010 Amount in 2009 applicable) Gains/losses from disposal of 186,246.05 4,370,129.60 -1,986,576.82 non-current assets Government subsidies recorded into current profit and loss (excluding government subsidies with close 4,111,902.86 2,161,537.17 2,451,455.54 relationship with the Company’s business and rationed government grants in line with the united standard) Recovery of accounts receivable under 4,106,508.26 17,885,989.72 0.00 individual provision for impairment Subsidiaries’ year-to-date Net Profit/Loss Arising from business 0.00 24,890.84 -3,150,017.09 combination of entities controlled by a same company Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of 0.00 982,590.50 196,140.14 tradable financial assets and tradable financial liabilities and financial assets available for sales except for effective 5 hedging related with normal businesses of the Company Minority interests effects 0.00 0.00 -1,915.10 Net amount of other non-operating incomes and expenses except the above 9,993,800.13 3,973,823.73 4,324,238.01 items Income tax effects -5,575,263.62 -2,526,479.48 192,107.13 Total 12,823,193.68 - 26,872,482.08 2,025,431.81 Chapter III Particulars about the Changes of Share Capital & Shareholders I. Changes of share capital (I) Statement on changes in share capital Unit: share Before this Change Increase or decrease of this Changes (+, -) After this Change Capitaliza Newly Proportio Bonus tion from Proporti Quantity issued Others Subtotal Quantity n shares public on shares reserve I. Shares subject to 16,800,000 16,800,000 16,800,000 6.67% conditional sales 1. State-owned shares 2. State-owned corporate shares 3. Other domestic 16,800,000 16,800,000 16,800,000 6.67% shares Including: domestic non-state-owned 16,800,000 16,800,000 16,800,000 6.67% corporate shares Domestic natural person shares 4. Foreign shares Including: foreign corporate shares Foreign natural person shares 5. Shares of senior managers II. Shares subject to 235,000,000 100.00% 235,000,000 93.33% unconditional-sale 1. RMB ordinary 175,000,000 74.47% 175,000,000 69.50% 6 shares 2. Foreign capital 60,000,000 25.53% 60,000,000 23.83% shares listed locally 3. Foreign capital shares listed oversea 4. Others III. Total shares 235,000,000 100.00% 16,800,000 16,800,000 251,800,000 100.00% (II) Change of shares subject to conditional sales Unit: Share Numbe r of Number of Number of shares shares Number of shares subject released shares subject to Name of to from subject to Date of releasing trading Reason shareholder trading trading trading trading moratorium moratorium morator moratorium moratorium increased in ium at in current at year-end current year year-be year gin Puning Xinhong Industrial 0 0 7,500,000 7,500,000 Private offering 3 Aug. 2012 Investment Co.,Ltd Shanghai Kaisiyi Investment 0 0 2,000,000 2,000,000 Private offering 3 Aug. 2012 Management Partnership (LLP) Xi’an Changxian Changxian 0 0 2,000,000 2,000,000 Private offering 3 Aug. 2012 Investment Management LLP Enterprise Shanghai Greenwoods Jingtong 0 0 2,000,000 2,000,000 Private offering 3 Aug. 2012 Equity Investment Center Xi’an 0 0 2,000,000 2,000,000 Private offering 3 Aug. 2012 7 Changguo Investment Management LLP Enterprise Goldstate 0 0 1,300,000 1,300,000 Private offering 3 Aug. 2012 Securities Total 0 0 16,800,000 16,800,000 - - (III) Share issuance and listing 1.