Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
Yantai Changyu Pioneer Wine Co. Ltd.
2014 Annual Report
2015 Final 01
April, 2015
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
Contents
I、Important Notice and Definition................................................................................................. 3
II、Brief Introduction for the Company ....................................................................................... 6
III、Summary of Accounting Datas and Financial Indicators ....................................................9
IV、Board of Directors’ Report ................................................................................................... 12
V、Major Issues ............................................................................................................................. 36
VI、Changes in Shares and the Shareholders’ Situation ...........................................................44
VII、Related Situation for perferred shares ...............................................................................53
VIII、Situation for Directors, Supervisors, Senior Managers and staffs...................................54
IX、Corporate Governance .......................................................................................................... 63
X、Internal Control .......................................................................................................................72
XI、Financial Report .....................................................................................................................75
XII、Reference Documents .........................................................................................................178
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
I. Important Notice 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.
Except the following directors, other directors all personally attended the meeting for
deliberating the annual report.
Absent directors Directors’ post Absent reason Authorized person
Mr. Augusto Reina Director Due to working Mr. Sun Liqiang
Mr. Aldino Marzorati Director Due to working Mr. Zhou Hongjiang
Mr.AntonioAppignani Director Due to working Mr. Leng Bin
Mr. Xiao Wei Independent Due to working Mr. Wang Zhuquan
Director
The Company’s preliminary scheme of profit distribution deliberated and passed by the
board of the directors is as following: “Based on 685,464,000 shares，we plan to pay CNY 4.40
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. ”
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.
Yantai Changyu Pioneer Wine Co. Ltd. 2014 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
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
Significant Risk Warning
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 2015, 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.
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
II、Brief Introduction for the Company
1、Company’s information
Abbreviation of the Code number of the
Changyu A、Changyu B 000869、200869
Shares: Shares
Abbreviation of the
Shares after alteration _
(if have)
Place of listing of the
Shenzhen Stock Exchange
Shares
Legal Name in
烟台张裕葡萄酿酒股份有限公司
Chinese
Abbreviation of
张裕
Chinese name
Legal Name in English YANTAI CHANGYU PIONEER WINE COMPANY LIMITED
Abbreviation of
CHANGYU
English name
Legal Representative Mr. Sun Liqiang
Registered Address 56 Dama Road, Yantai, Shandong, China
Postal Code
Office Address 56 Dama Road, Yantai, Shandong, China
Postal Code
Website http://www.changyu.com.cn
E-mail webmaster@changyu.com.cn
2、Contact person and information
Secretary to the Board of Authorized Representative of
Directors the Securities Affairs
Name Mr. Qu Weimin Mr. Li Tingguo
56 Dama Road, Yantai, 56 Dama Road, Yantai,
Address
Shandong, China Shandong, China
Tel 0086-535-6633656 0086-535-6633656
Fax 0086-535-6633639 0086-535-6633639
E-mail quwm@changyu.com.cn stock@changyu.com.cn
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
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”
Web Site assigned by CSRC to carry
http://www.cninfo.com.cn
the annual report
Board of Directors’ Office of the Company,
Filing location
56 Dama Road, Yantai, Shandong
4、Registration changes
Registration Registration Business License Organization
Tax No.
Date Place No. Code
State Taxation
the Business
Bureau
Administration
First September 37060216500338-1
th Bureau of 3700001806012 26710003－5
registration 18 , 1997 Local Taxation
Shandong
Bureau
Province
State Taxation
the Business
Registration Bureau
st Administration
at the end of 1 August, 37060216500338-1
Bureau of 370000018060122 26710003－5
the report 2012 Local Taxation
Shandong
period Bureau
Province
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
Changes for the main registered, is in business of production, processing and sales of wine,
distilled liquor, medicated liquor, fruit liquor, non-alcohol beverages,
business of the Company fruit jam, packing materials and winemaking machines; licensed import
since it was listed and export.”
(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)
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report
5、Other documents
The accountant appointed by the Company
Deloitte Hua Yong Certified Public Accountants Co., LTD (special
Name
general partnership)
Address No. 1 East Chang''an Avenue, Dongcheng District, Beijing
Name of signatory
Xu Zhaohui, Li Xu
accountants
The sponsor agency the Company appointed to perform the duty of continuous supervision during
the report period
□Available V Not available
The financial adviser the Company appointed to perform the duty of continuous supervision during
the report period
□Available V Not available
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report.
III、Summary of Accounting Datas and Financial Indicators
1、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 V No
Unit：CNY
More or
less than
Item 2014 2013
Last year
(%)
Business revenue 4,156,727,525 4,320,948,572 -3.80% 5,643,530,553
Net profit attributed to
the shareholders of the 977,707,711 1,048,185,927 -6.72% 1,700,928,117
listed company
Net profit attributed to
the shareholders of the
listed company after 950,191,379 1,017,348,285 -6.60% 1,675,956,428
deducting the irregular
profit and loss
Net cash flows from the
1,070,083,296 735,074,307 45.57% 1,302,041,322
operating activities
Basic earnings per share 1.43 1.53 -6.54% 2.48
Diluted earnings per
1.43 1.53 -6.54% 2.48
share
Weighted average for
earning rate of the net 13.96% 16.45% -2.49% 31.13%
assets
More or less
Dec. 31st than
Dec. 31st 2013 Dec. 31st 2012
2014 Last year
(%)
Total assets 8,912,232,640 7,997,930,542 11.43% 8,123,134,580
Net Assets attributed to
the shareholders of the 6,840,452,145 6,208,279,705 10.18% 5,913,104,178
listed company
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report.
2 、 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 V 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.
(2) Differences of net profit and net asset in the financial report disclosed according to both foreign
accounting standards and PRC accounting standards
□Available V 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.
3、Item and amount of irregular profit and loss
V Available □Not available
Unit：CNY
Item 2014 2013 2012 Explanation
Gain on disposal of non-current
assets, including the reversal of -5,086,545.00 271,989.00 -1,940,260.00
accrued impairment provision
Tax refund or exemption that is either
non-recurring or without proper 13,405,520.00 - -
approval
Government grants credited in profit
and loss (except for those recurring
government grants that are closely
27,140,194.00 36,659,754.00 23,393,756.00
related to the entity''s operation, in line
with related regulations and have
proper basis of calculation)
Other non-operating income and
non-operating expenses except the 166,987.00 3,302,760.00 10,953,355.00
aforementioned items
Reversal of impairment loss for
receivables which was separately 192,908.00
undertaken impairment test
Less. Income tax effect 8,302,732.00 9,396,861.00 7,435,162.00
Total 27,516,332.00 30,837,642.00 24,971,689.00 --
The reasons shall be made clear and definitely as to the irregular profit and loss that the Company
has defined by virtue of the Explanatory Announcement on Public Company’s Information
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report.
Disclosure No.1 - Irregular Profit and Loss and as to regarding the irregular profit and loss as
recurrent profit and loss as specified in the Explanatory Announcement on Public Company’s
Information Disclosure No.1 - Irregular Profit and Loss.
□Available V Not available
There is no situation that the irregular profit and loss is defined and specified as recurrent profit and
loss in accordance with the Explanatory Announcement on Public Company’s Information
Disclosure No.1 - Irregular Profit and Loss during the report period.
Yantai Changyu Pioneer Wine Co. Ltd. 2014 Annual Report.
IV、Board of Directors’ Report
1、Summarization
In 2014，continuously influenced by the multiple negative factors such as the slowdown of domestic
economic growth, overwhelming flow of foreign wine into Chinese market and the relative national
policies as so on, the effective demands for premium wine products in domestic wine is weakness,
the medium level wine suitable for mass consumption maintains a sound momentum of growth. But
the whole market competition is still fierce, which brought a strong pressure to the Company’s
operation growth. Facing quite a lot of external disadvantages, the Company insists to focus on the
market, adjust the marketing tactics and product structure, strive to develop medium and low level
products, optimize the market layout, perfect the marketing channels and effort to promote product
sales, Preliminary control the unfavorable situation of the sharp decline in sales revenue
year-on-year. In the year, the Company realized business income of CNY 4156.73 million, 3.8%
down on year-on-year basis; but due to the impact of decreasing the proportion of the sales in the
products with high gross profit margin and increasing the proportion of the sales in the products
with the low profit margin, the Company realized net profit of CNY 977.71 million, 6.72% down on
year-on-year basis.
2、Analysis to main business
(1)、Summarization
Description Increase or decrease of Cause of major changes
the end of the period
over the end of last year
Operating revenue -0.38%Mainly because of decline of sales volume in the high
price products
Operating cost 1.07%Mainly because of the increase of sales volume,
especially the proportion of sales in medium-low
price products increased
Sales expense
