Shares Code: 000869、200869 Shares Abbreviation: Changyu A、Changyu B Notice No.: 2019-Final04
Yantai Changyu Pioneer Wine Company Limited
2019 the Third Quarter Report Main Body
October 2019
I. Important Notice
The board of directors, the board of supervisors, directors, supervisors and senior executivesof the Company guarantee the truthfulness, accuracy and completeness of the contentscontained in the third quarter report with no false records, misleading statements orsignificant omissions, and undertake individual and joint legal liabilities.
All directors attended the meeting for deliberating this quarter report.
Mr. Zhou Hongjiang (Person in charge of the Company), Mr. Jiang Jianxun (Person incharge of accounting work) and Mrs. Guo Cuimei (Person in charge of accounting organ &Accountant in charge) assure the truthfulness, accuracy and completeness of the financialstatements in the third quarter report.
II、Corporate Information
1. Key accounting data and financial indicators
Whether the Company makes retroactive adjustments or restates the accounting data of previousfiscal years.
□Yes √ No
| The end of this report period | The end of last year | More or less than last year (%) | |||
| Total assets (CNY) | 13,191,032,907.00 | 13,117,729,052.00 | 0.56% | ||
| Net Assets attributed to the shareholders of the listed company (CNY) | 9,900,902,802.00 | 9,606,099,365.00 | 3.07% | ||
| This report period | More or less than last year (%) | From the beginning of the year to the end of this report period | More or less than last year (%) | ||
| Operating income (CNY) | 968,100,175.00 | -6.22% | 3,526,374,960.00 | -8.66% | |
| Net profit attributed to the shareholders of the listed company (CNY) | 125,557,834.00 | -6.24% | 728,961,623.00 | -5.30% | |
| Net profit attributed to the shareholders of the listed company after deducting the irregular profit and loss (CNY) | 119,702,422.00 | 8.31% | 672,193,117.00 | -6.28% | |
| Net cash flow from operating activities (CNY) | -- | -- | 645,331,713.00 | -16.93% | |
| Basic earnings per share (CNY) | 0.18 | -5.26% | 1.06 | -5.36% | |
| Diluted earnings per share (CNY) | 0.18 | -5.26% | 1.06 | -5.36% | |
| Weighted average for earning rate of the net assets | 1.31% | -0.12% | 7.38% | -0.97% | |
Details of irregular profit and loss
√Available □Not available
Unit：CNY
| Item | Amount from the beginning of the year to the end of report period | Explanation |
| Gain on disposal of non-current assets, including the reversal of accrued impairment provision | -166,664.00 | |
| Government grants credited in profit and loss (except for those recurring government grants that are closely related to the entity's operation, in line with related regulations and have proper | 69,007,365.00 |
| basis of calculation) | ||
| In addition to the effective hedging business related to the Company’s normal business, the profit and loss from changes in fair value arising from the holding of transactional financial assets, derivative financial assets, transactional financial liabilities and derivative financial liabilities, and the investment income from disposal of transactional financial assets, derivative financial assets, transactional financial liabilities, derivative financial liabilities and other debt investments | 830,841.00 | |
| Other non-operating income and expenses | 5,352,597.00 | |
| Less: Income tax effect | 18,196,023.00 | |
| Minority interests effect(after-tax) | 59,610.00 | |
| Total | 56,768,506.00 | -- |
The reasons shall be made clear and definitely as to the irregular profit and loss that the Company hasdefined by virtue of the Explanatory Announcement on Public Company’s Information Disclosure No.1- Irregular Profit and Loss and as to regarding the irregular profit and loss as recurrent profit and loss asspecified in the Explanatory Announcement on Public Company’s Information Disclosure No.1 -Irregular Profit and Loss.
□Available √Not available
There is no situation regarding the non-recurring profit and loss as defined and specified in theExplanatory Announcement on Public Company’s Information Disclosure No.1 - Non-recurringProfit and Loss as recurrent profit and loss.
2. The total number of shareholders and the shareholding of top 10 shareholders at the endof the report period
1) The total number of common shareholders and the total number of preferred shareholders withrecovered voting power as well as the shareholding of top 10 shareholders
Unit: share
| Total number of common shareholders at the end of report period | 42639 | Total number of preferred shareholders with recovered voting power at the end of report period (if have) | 0 | |||||
| The top 10 common shareholders | ||||||||
| Name of Shareholders | Character of shareholders | Shareholding ratio (%) | Number of holding shares | Number of restricted shares | Pledged or frozen | |||
| Share status | Number | |||||||
| YANTAI CHANGYU GROUP CO. LTD. | Domestic non-state-owned legal person | 50.40% | 345,473,856 | 0 | -- | 0 | ||
| GAOLING FUND,L.P. | Foreign legal person | 3.08% | 21,090,219 | 0 | -- | 0 | ||
| CHINA SECURITIES FINANCE CORP | State-owned legal person | 2.25% | 15,440,794 | 0 | -- | 0 | ||
| BBH BOS S/A FIDELITY FD - CHINA FOCUS FD | Foreign legal person | 2.22% | 15,241,826 | 0 | -- | 0 | ||||
| SHENWAN HONGYUAN SECURITIES(HONG KONG) LIMITED | Foreign legal person | 1.27% | 8,732,233 | 0 | -- | 0 | ||||
| FIDELITY PURITAN TRUST: FIDELITY SERIES INTRINSIC OPPORTUNITIES FUND | Foreign legal person | 0.93% | 6,350,762 | 0 | -- | 0 | ||||
| GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED | Foreign legal person | 0.76% | 5,207,553 | 0 | -- | 0 | ||||
| CENTRAL HUIJIN ASSET MANAGEMENT LTD. | State-owned legal person | 0.69% | 4,761,200 | 0 | -- | 0 | ||||
| VANGUARD EMERGING MARKETS STOCK INDEX FUND | Foreign legal person | 0.55% | 3,788,487 | 0 | -- | 0 | ||||
| FIDELITY CHINA SPECIAL SITUATIONS PLC | Foreign legal person | 0.55% | 3,779,202 | 0 | ||||||
| The shareholding of top 10 shareholders with unrestricted shares | ||||||||||
| Name of Shareholders | Number of unrestricted shares held | Type of share | ||||||||
| Type of share | Number | |||||||||
| YANTAI CHANGYU GROUP CO. LTD. | 345,473,856 | A share | 345,473,856 | |||||||
| GAOLING FUND,L.P. | 21,090,219 | B share | 21,090,219 | |||||||
| CHINA SECURITIES FINANCE CORP | 15,440,794 | A share | 15,440,794 | |||||||
| BBH BOS S/A FIDELITY FD - CHINA FOCUS FD | 15,241,826 | B share | 15,241,826 | |||||||
| SHENWAN HONGYUAN SECURITIES(HONG KONG) LIMITED | 8,732,233 | B share | 8,732,233 | |||||||
| FIDELITY PURITAN TRUST: FIDELITY SERIES INTRINSIC OPPORTUNITIES FUND | 6,350,762 | B share | 6,350,762 | |||||||
| GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED | 5,207,553 | B share | 5,207,553 | |||||||
| CENTRAL HUIJIN ASSET MANAGEMENT LTD. | 4,761,200 | A share | 4,761,200 | |||||||
| VANGUARD EMERGING MARKETS STOCK INDEX FUND | 3,788,487 | B share | 3,788,487 | |||||||
| FIDELITY CHINA SPECIAL SITUATIONS PLC | 3,779,202 | B share | 3,779,202 | |||||||
| The explanation for the associated relationship and accordant action of the top 10 shareholders | Among the top 10 shareholders, Yantai Changyu Group Company Limited has no associated relationship or accordant action relationship with the other 9 listed shareholders, and the relationship among the other shareholders is unknown. | |||||||||
| Explanation for the top 10 shareholders who involved in financing activities and stock trading business(if any) | No | |||||||||
Whether or not the Company’s top 10 common shareholders and top 10 common shareholders withunrestricted shares conduct agreed buy-back transaction during the report period
□ Yes √ No
There are no top 10 common shareholders or top 10 common shareholders with unrestricted sharesin the Company conduct agreed buy-back transaction during the report period.
2) The total number of preferred shareholders and the shareholding of top 10 preferredshareholders
□Available √Not available
III Major Issue
1. Situation and reasons on changes in main financial data and financial index during thereport period
√Available □Not available
Compared the end of the report period with the beginning of the year, Notes Receivable decreasesby 100%, mainly due to adjustment to Receivables Financing resulting from change in accountingpolicy; Accounts Receivable decreases by 18.12%, mainly due to the reduce in credit sale resultingfrom the reduce in the direct supply business of sales business; Interest Receivable increases by
107.65%, mainly due to the received one-off interest resulting from the expiration of fixed deposit;Accounts Payable decreases by 20.34%, mainly owing to the payment of previous debt; AdvancesFrom Customers decreases by 29.42%, mainly owing to the reduce in accumulated Advances FromCustomers resulting from the improvement in the Company’s production efficiency and theshortening of supply period after receiving the payment; Interest Payable increases by 389.91%,mainly owing that the Company’s overseas enterprise need to pay the expired loan interest all atonce; Deferred Tax Liabilities decreases by 25.15%, mainly owing to the amortization of assetsappraisal appreciation resulting from the business combination not under common control.Compared the first three quarters in 2019 with the same period in last year, Financial Expenses andInterest Expenses respectively decreases by 29.91% and 29.42%, mainly owing to obtainment offorestry loan with discounted interest this year; Non-operating Income increases by 30.57%, mainlyowing to the increased waste income including offcut sales etc.Compared the third quarter in 2019 with the same period in last year, Financial Expenses decreasesby 26.68%, mainly owing to the increase in Interest Income; Interest Income increases by 187.05%,mainly owing to the increase in fixed deposit and call deposit; Other Income decreases by 83.38%,mainly owing to the year-on-year decrease in received government grants; Loss for Impairment ofAssets increases by 739.26%, mainly owing to the loss on inventory valuation.
2. Analysis explanation of the major issue’s progress as well as its influence and solution
□Available √Not available
Implementation progress of share repurchases
□Available √Not available
Implementation progress of reducing repurchased shares by the way of centralized competitivebidding
□Available √Not available
3. The commitments that the Company’s actual controllers, shareholders, related parties,purchasers, the Company and other related parties do not implement completely exceedingthe time limit within the report period
√Available □Not available
| Commitments | Commitment Party | Commitment Type | Commitment content | Commitment time | Commitment period | Implementation |
| Commitments at shareholding reform | - | － | ||||
| Commitments made in acquisition report or equity changes report | - | - | - | - | ||
| Commitments at asset restructuring | - | - | - | - | ||
| Commitments at the initial public offering or refinancing | Yantai Changyu Group Co., Ltd. | Solve horizontal competition | Non-horizontal competition | 1997.05.18 | Permanent | Has been performing |
| Yantai Changyu Group Co., Ltd. | Clear the purpose of brand royalty | According to Trademark License Contract, the trademark use fee annually paid by this company to Yantai Changyu Group Co., Ltd. will be mainly used by Yantai Changyu Group Co., Ltd. to publicize trademarks including Chagnyu and contractual products. | 1997.05.18 | Permanent | According to Trademark License Contract, the trademark use fee annually charged by Yantai Changyu Group Co., Ltd. shall be mainly used to publicize trademarks including Chagnyu and contractual products. Except 2013 to 2017 during which the commitment was not strictly performed, Yantai Changyu Group Co., Ltd. has been performing the commitment. | |
| Equity incentive |
| commitments | ||||||
| Commitments made to the minority shareholders of the Company | - | - | - | - | ||
| Commitment under timely implementation or not | No | |||||
| Detailed explanation for specific reasons of unimplemented commitment as well as next work plan if commitment is not completed in the commitment period | According to the Trademark License Contract (hereafter referred to as “the Contract”), Changyu Group promises that the trademark use fee annually paid by this Company to Changyu Group shall be mainly used by Changyu Group to publicize trademarks and contractual products. But above-mentioned ‘mainly’ is not a specific number, which is easy to cause divergence due to different understanding and leads to problem appearance during the implementation process. From 2013 to 2017, Changyu Group collected the total trademark use fee of CNY420,883,902, of which 51% should be used to publicize trademarks including Changyu and contract products with the amount of CNY214,650,790. The amount has been used to publicize trademarks including Changyu and contract products is CNY50,025,181, with a balance of CNY164,625,609. In 2018 and 2019, the collected trademark use fee for 2017 and 2018 is CNY155,623,907, of which 51% should be used to publicize trademarks including Changyu and contract products with the amount of CNY79,368,193. The amount has been used to publicize trademarks including Changyu and contract products is CNY12,225,187, with a balance of CNY67,143,006. From 2013 to December 31st, 2018, the accumulated balance that should be used by Changyu Group to publicize trademarks including Changyu and contract products is CNY231,768,615. Changyu Group promises that the four-year trademark use fee from 2019 to 2022 will be used for offset. If insufficient, the shortfall would be filled in one time in 2023. If there is any excess, the excess portion of the trademark use fee would be collected from the year with excess occurrence. If Changyu Group is not able to implement above-mentioned commitment owing to various reasons, this Company will timely supervise and urge Changyu Group to fulfill its commitment and request Changyu Group to raise funds through bank loaning, assets sales and equity sales etc in order to implement the commitment. For other details, please refer to Announcement on Commitment Issues of Yantai Changyu Group Company Limited disclosed by this Company on April 4th, 2019. | |||||
4. The situation of security investment
□Available √ Not available
There is no security investment during the report period.
5. Entrusted financial management
□Available √ Not available
There is no entrusted financial management during the report period.
6. The situation of derivative investment
□Available √ Not available
There is no derivative investment during the report period.
7. The activity registration form of receptions, communication and interview etc. during thereport period
√ Available □Not available
| Reception Time | Reception mode | Type of reception object | Basic information index of investigation and survey |
| 2019.09.06 | Other | Individual | Investor Relations Activity Registration Form on September 6th, 2019 disclosed by the Company |
8. The situation of illegal external guarantee
□Available √ Not available
There is no illegal external guarantee during the report period.
9. The situation of non-operating fund occupation of controlling shareholders and relatedparties
□Available √ Not available
There is no non-operating fund occupation of controlling shareholders and related parties during thereport period.
Yantai Changyu Pioneer Wine Co., Ltd.
Board of DirectorsOctober28
th
, 2019