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张裕B:2024年年度审计报告(英文版) 下载公告
公告日期:2025-04-18

Yantai Changyu Pioneer Wine Co., Ltd.

ENGLISH TRANSLATION OF FINANCIAL STATEMENTSFOR THE YEAR 1 JANUARY 2024 TO 31 DECEMBER 2024IF THERE IS ANY CONFLICT BETWEEN THE CHINESE VERSION AND ITS ENGLISH

TRANSLATION, THE CHINESE VERSION WILL PREVAIL

Page 1 of 6

AUDITOR’S REPORT

KPMG Huazhen Shen Zi No. 2507683

All Shareholders of Yantai Changyu Pioneer Wine Company Limited:

Opinion

We have audited the accompanying financial statements of Yantai Changyu Pioneer WineCompany Limited (“Yantai Changyu”), which comprise the consolidated balance sheet andcompany balance sheet as at 31 December 2024, the consolidated income statement andcompany income statement, the consolidated cash flow statement and company cash flowstatement, the consolidated statement of changes in shareholders’ equity and companystatement of changes in shareholders’ equity for the year then ended, and notes to thefinancial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects,the consolidated financial position and company financial position of Yantai Changyu as at 31December 2024, and of its consolidated financial performance and company financialperformance and its consolidated cash flows and company cash flows for the year thenended in accordance with Accounting Standards for Business Enterprises issued by theMinistry of Finance of the People’s Republic of China.

Basis for Opinion

We conducted our audit in accordance with China Standards on Auditing for Certified PublicAccountants (“CSAs”). Our responsibilities under those standards are further described inthe Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.We are independent of Yantai Changyu in accordance with the China Code of Ethics forCertified Public Accountants (“the Code”), and we have fulfilled our other ethicalresponsibilities in accordance with the Code. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Page 2 of 6

AUDITOR’S REPORT (continued)

KPMG Huazhen Shen Zi No. 2507683

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of mostsignificance in our audit of the financial statements for the year ended 31 December 2024.These matters were addressed in the context of our audit of the financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion onthese matters.

Recognition of Sales Revenue from Distributors
Refer to the accounting policies set out in the notes to the financial statements “III. Significant accounting policies and accounting estimates” 25 and “V. Notes to the consolidated financial statements” 37.
The Key Audit MattersHow the Matter was Addressed in Our Audit
The principal activities of Yantai Changyu and its subsidiaries (hereinafter referred to as “Yantai Changyu Group”) include manufacture and sales of wine, brandy and sparkling wine. The revenue of Yantai Changyu Group is mainly derived from sales of distributors. All distributor transaction terms adopt the unified transaction terms formulated by Yantai Changyu Group. Based on the contractual agreement and the business arrangement, Yantai Changyu sells products to distributors and the transfer of product ownership is completed and the revenue is recognised when the goods are delivered to distributors and signed for acceptance. As revenue is one of the key performance indicators of Yantai Changyu Group, there is a risk that management may recognise revenue earlier or later in order to meet specific performance targets or expectations, therefore, the risk of cut-off misstatement arising from distributors’ sales revenue is identified as a key audit matter.Our audit procedures to evaluate revenue recognition of sales revenue from distributors included the following: ? Understand and evaluate the Management’s design and operation effectiveness of key internal controls related to distributor sales revenue recognition; ? Selecting the sales contracts Yantai Changyu signed with distributors in order to examine whether Yantai Changyu has adopted the unified transaction terms, and evaluate whether the accounting policy of revenue recognition meets the requirements of the Accounting Standards for Business Enterprises; ? On a sampling basis, reconcile the revenue recorded for the year to relevant supporting files such as relevant orders and signed delivery notes, etc. to evaluate whether revenue is recognised in accordance with the accounting policy of Yantai Changyu;

Page 3 of 6

AUDITOR’S REPORT (continued)

KPMG Huazhen Shen Zi No. 2507683

Key Audit Matters (continued)

Recognition of Sales Revenue from Distributors (continued)
Refer to the accounting policies set out in the notes to the financial statements “III. Significant accounting policies and accounting estimates” 25 and “V. Notes to the consolidated financial statements” 37.
The Key Audit MattersHow the Matter was Addressed in Our Audit
? On a sampling basis, reconcile the sales transaction before and after balance sheet date to relevant supporting files such as relevant orders, signed delivery notes, etc. to evaluate whether revenue is recognised in appropriate accounting period; ? Check the sales record after the balance sheet date to identify significant sales returns and check relevant supporting files (If applicable) in order to evaluate whether relevant revenue is recorded in the appropriate accounting period; ? Select revenue accounting entries that meet specific risk criteria and check related supporting documents.

Page 4 of 6

AUDITOR’S REPORT (continued)

KPMG Huazhen Shen Zi No. 2507683

Other Information

Management of Yantai Changyu is responsible for the other information. The otherinformation comprises all the information included in the 2024 annual report, other than thefinancial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistentwith the financial statements or our knowledge obtained in the audit or otherwise appears tobe materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatementof this other information, we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

Management is responsible for the preparation and fair presentation of the financialstatements in accordance with the Accounting Standards for Business Enterprises, and forthe design, implementation and maintenance of such internal control necessary to enablethat the financial statements are free from material misstatement, whether due to fraud orerror.

In preparing the financial statements, management is responsible for assessing YantaiChangyu’s ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management eitherintends to liquidate Yantai Changyu or to cease operations, or has no realistic alternative butto do so.

Those charged with governance are responsible for overseeing Yantai Changyu’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements asa whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with CSAs willalways detect a material misstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users taken on the basis of thesefinancial statements.

Page 5 of 6

AUDITOR’S REPORT (continued)

KPMG Huazhen Shen Zi No. 2507683

Auditor’s Responsibilities for the Audit of the Financial Statements (continued)

As part of an audit in accordance with CSAs, we exercise professional judgement andmaintain professional scepticism throughout the audit. We also:

(1) Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control.

(2) Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances.

(3) Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the management.

(4) Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significant doubt on YantaiChangyu’s ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up tothe date of our auditor’s report. However, future events or conditions may cause YantaiChangyu to cease to continue as a going concern.

(5) Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

(6) Obtain sufficient appropriate audit evidence regarding the financial information of the

entities or business activities within the Group to express our audit opinion on thefinancial statements. We are responsible for the direction, supervision andperformance of the Group audit. We remain solely responsible for our audit opinion.

Page 6 of 6

AUDITOR’S REPORT (continued)

KPMG Huazhen Shen Zi No. 2507683

Auditor’s Responsibilities for the Audit of the Financial Statements (continued)

We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and communicate with them allrelationships and other matters that may reasonably be thought to bear on our independenceand, where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine thosematters that were of most significance in the audit of the financial statements of the year andare therefore the key audit matters. We describe these matters in our auditor’s report unlesslaw or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweighthe public interest benefits of such communication.

KPMG Huazhen LLP Certified Public Accountants Registered(Stamp) in the People’s Republic of China

Wang Jia (Engagement Partner)(Signature and stamp)

Beijing, China Jiang Hui(Signature and stamp)

16 April 2025

Yantai Changyu Pioneer Wine Company LimitedConsolidated balance sheetas at 31 December 2024(Expressed in Renminbi Yuan)

Note31 December 202431 December 2023
Assets
Current assets
Cash at bank and on handV.11,797,848,1302,217,693,647
Bills receivableV.21,036,2431,260,000
Accounts receivableV.3270,829,601382,132,334
Receivables under financingV.4230,960,211408,316,028
PrepaymentsV.560,631,57561,497,933
Other receivablesV.6264,598,39471,496,276
InventoriesV.72,904,070,5562,765,390,587
Other current assetsV.880,383,24188,368,542
Total current assets5,610,357,9515,996,155,347
Non-current assets
Long-term equity investmentsV.934,864,74838,285,620
Investment propertiesV.1021,960,45124,482,831
Fixed assetsV.115,551,671,7955,795,082,569
Construction in progressV.1210,177,3723,323,241
Bearer biological assetsV.1366,483,964177,461,983
Right-of-use assetsV.1471,761,262121,745,910
Intangible assetsV.15527,706,383542,625,776
GoodwillV.16101,149,082107,163,616
Long-term deferred expensesV.17298,793,702306,662,107
Deferred tax assetsV.18221,993,099221,518,204
Other non-current assetsV.193,554,4091,760,000
Total non-current assets6,910,116,2677,340,111,857
Total assets12,520,474,21813,336,267,204

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated balance sheetas at 31 December 2024 (continued)(Expressed in Renminbi Yuan)

Note31 December 202431 December 2023
Liabilities and shareholders’ equity
Current liabilities
Short-term loansV.20216,140,346364,981,445
Accounts payableV.21417,510,439473,352,525
Contract liabilitiesV.22128,090,353175,278,849
Employee benefits payableV.23166,704,917185,331,292
Taxes payableV.24189,147,054274,723,431
Other payablesV.25398,149,521555,634,336
Other current liabilitiesV.2640,764,24244,958,297
Non-current liabilities due within one yearV.2779,949,76978,523,993
Total current liabilities1,636,456,6412,152,784,168
Non-current liabilities
Long-term loansV.2850,637,20366,616,443
Lease liabilitiesV.2927,542,82985,038,335
Deferred incomeV.3025,938,81732,582,734
Deferred tax liabilitiesV.187,344,1658,719,729
Total non-current liabilities111,463,014192,957,241
Total liabilities1,747,919,6552,345,741,409

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated balance sheetas at 31 December 2024 (continued)(Expressed in Renminbi Yuan)

Note31 December 202431 December 2023
Liabilities and shareholders’ equity (continued)
Shareholders’ equity
Share capitalV.31671,823,900692,249,559
Capital reserveV.32482,143,547651,086,707
Less:Treasury stockV.3370,704,426103,411,919
Other comprehensive incomeV.34(39,714,972)(14,784,677)
Surplus reserveV.35342,732,000342,732,000
Retained earningsV.369,232,928,3709,273,629,318
Total equity attributable to shareholders of the Company10,619,208,41910,841,500,988
Non-controlling interests153,346,144149,024,807
Total shareholders’ equity10,772,554,56310,990,525,795
Total liabilities and shareholders’ equity12,520,474,21813,336,267,204

These financial statements were approved by the Board of Directors of the Company on16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany balance sheetas at 31 December 2024(Expressed in Renminbi Yuan)

Note31 December 202431 December 2023
Assets
Current assets
Cash at bank and on hand876,557,8481,242,484,544
Accounts receivable226,7965,189,894
Receivables under financingXVII.113,110,29736,322,019
Prepayments5,526,02952,587
Other receivablesXVII.2952,762,563576,949,997
Inventories396,334,804323,465,919
Other current assets-147,187
Total current assets2,244,518,3372,184,612,147
Non-current assets??
Long-term equity investmentsXVII.37,689,232,9197,648,498,638
Investment properties21,960,45124,482,831
Fixed assets176,158,046194,601,612
Construction in progress-264,175
Bearer biological assets20,075,933100,785,279
Right-of-use assets6,985,97137,025,896
Intangible assets69,806,35772,552,201
Deferred tax assets2,624,4592,327,585
Other non-current assets1,864,430,0031,934,430,000
Total non-current assets9,851,274,13910,014,968,217
Total assets12,095,792,47612,199,580,364

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany balance sheetas at 31 December 2024(continued)

(Expressed in Renminbi Yuan)

Note31 December 202431 December 2023
Liabilities and shareholders’ equity
Current liabilities
Short-term loans50,000,000100,000,000
Accounts payable92,990,31763,686,113
Employee benefits payable68,033,36068,654,350
Taxes payable2,010,2766,439,899
Other payables584,915,573608,904,995
Non-current liabilities due within one year2,199,2123,803,910
Total current liabilities800,148,738851,489,267
Non-current liabilities
Lease liabilities5,115,80642,380,074
Deferred income1,398,70155,718
Total non-current liabilities6,514,50742,435,792
Total liabilities806,663,245893,925,059

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany balance sheetas at 31 December 2024 (continued)(Expressed in Renminbi Yuan)

Note31 December 202431 December 2023
Liabilities and shareholders’ equity (continued)
Shareholders’ equity
Share capital671,823,900692,249,559
Capital reserve519,382,073687,544,350
Less:Treasury stock70,704,426103,411,919
Surplus reserve342,732,000342,732,000
Retained earnings9,825,895,6849,686,541,315
Total shareholders’ equity11,289,129,23111,305,655,305
Total liabilities and shareholders’ equity12,095,792,47612,199,580,364

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated income statementfor the year ended 31 December 2024(Expressed in Renminbi Yuan)

Note20242023
I. Operating incomeV.373,277,278,3474,384,764,335
Less: Operating costsV.371,392,602,3991,786,983,657
Taxes and surchargesV.38273,762,629349,735,571
Selling and distribution expensesV.391,012,980,4201,239,782,776
General and administrative expensesV.40313,911,881303,990,858
Research and development expenses19,538,24317,413,534
Financial expensesV.4112,836,07311,083,459
Including: Interest expenses34,261,73035,800,097
Interest income34,643,66730,571,465
Add: Other incomeV.4252,613,91051,523,799
Investment (losses)/incomeV.43(4,420,872)23,847,450
Including: Losses from investment associates and in joint ventures(4,420,872)(712,480)
Credit reversalV.441,818,8351,397,658
Impairment lossesV.45(7,465,500)(13,506,958)
Gain/(losses) from disposal of assetsV.46132,116,926(134,133)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated income statementfor the year ended 31 December 2024 (continued)

(Expressed in Renminbi Yuan)

Note20242023
II. Operating profit426,310,001738,902,296
Add: Non-operating incomeV.474,977,93011,992,270
Less: Non-operating expensesV.473,733,0743,428,410
III. Profit before income tax427,554,857747,466,156
Less: Income tax expensesV.48113,227,572221,433,447
IV. Net profit314,327,285526,032,709
(1) Net profit classified by continuity of operations:??
1. Net profit from continuing operations314,327,285526,032,709
2. Net profit from discontinued operations--
(2) Net profit classified by ownership:??
1. Net profit attributable to shareholders of the Company305,210,999532,438,907
2. Non-controlling net interests/(losses)9,116,286(6,406,198)
V. Other comprehensive income, net of tax(27,197,923)9,519,495
(1) Other comprehensive income (net of tax) attributable to shareholders of the Company(24,930,295)8,975,561
Translation differences arising from translation of foreign currency financial statements(24,930,295)8,975,561
(2) Other comprehensive income (net of tax) attributable to non-controlling interests(2,267,628)543,934

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated income statementfor the year ended 31 December 2024 (continued)

(Expressed in Renminbi Yuan)

Note20242023
VI. Total comprehensive income for the year287,129,362535,552,204
(1) Attributable to shareholders of the Company280,280,704541,414,468
(2) Attributable to non-controlling interests6,848,658(5,862,264)
VII. Earnings per share:??
(1) Basic earnings per shareV.490.450.78
(2) Diluted earnings per shareV.490.450.78

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany income statementfor the year ended 31 December 2024

(Expressed in Renminbi Yuan)

Note20242023
I. Operating incomeXVII.4562,078,771731,158,954
Less: Operating costXVII.4496,879,337621,636,564
Taxes and surcharges18,450,00026,163,038
General and administrative expenses68,658,99760,054,424
Research and development expenses878,4051,127,242
Financial net income(13,673,283)(2,756,864)
Including: Interest expenses2,019,5193,184,460
Interest income21,038,63610,213,608
Add: Other income954,1753,219,830
Investment incomeXVII.5368,167,007439,250,529
Credit Impairment losses(245)-
Asset Impairment losses(6,014,534)(42,274,055)
Proceeds from the disposal of assets135,896,203-
II. Operating profit489,887,921425,130,854
Add: Non-operating income1,246,114386,193
Less: Non-operating expenses2,409,2391,258,048

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany income statementfor the year ended 31 December 2024 (continued)(Expressed in Renminbi Yuan)

Note20242023
III. Profit before income tax488,724,796424,258,999
Less: Income tax expenses3,458,48012,118,898
IV. Net profit485,266,316412,140,101
(i) Net profit from continuing operations485,266,316412,140,101
(ii) Net profit from discontinued operations--
V. Other comprehensive income, net of tax--
VI. Total comprehensive income for the year485,266,316412,140,101

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated cash flow statementfor the year ended 31 December 2024(Expressed in Renminbi Yuan)

Note20242023
I. Cash flows from operating activities:
Proceeds from sale of goods and rendering of services3,537,113,8664,362,027,268
Refund of taxes55,276,63237,827,698
Proceeds from other operating activitiesV.50(1)81,036,973219,385,622
Sub-total of cash inflows3,673,427,4714,619,240,588
Payment for goods and services1,432,909,9141,368,282,215
Payment to and for employees497,180,417491,419,621
Payment of various taxes704,434,463910,748,260
Payment for other operating activitiesV.50(1)641,161,610675,698,749
Sub-total of cash outflows3,275,686,4043,446,148,845
Net cash flows from operating activitiesV.51(1)397,741,0671,173,091,743
II. Cash flows from investing activities:
Proceeds from disposal of investmentsV.50(2)464,200,000238,200,000
Investment returns received4,936,1983,196,066
Net proceeds from disposal of fixed assets, intangible assets and other long-term assets42,303,73210,529,793
Net proceeds from disposal of subsidiaries and other business units-20,308,625
Net proceeds from acquisition of subsidiaries and other business units-657,049
Sub-total of cash inflows511,439,930272,891,533
Payment for acquisition of fixed assets, intangible assets and other long-term assets94,561,357132,032,219
Payment for acquisition of investments289,650,000464,200,000
Sub-total of cash outflows384,211,357596,232,219
Net cash flows from investing activities127,228,573(323,340,686)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated cash flow statementfor the year ended 31 December 2024 (continued)

(Expressed in Renminbi Yuan)

Note20242023
III. Cash flows from financing activities:?
Proceeds from investors-103,411,919
Proceeds from borrowings507,959,260573,859,507
Sub-total of cash inflows507,959,260677,271,426
Repayments of borrowings670,128,889768,253,239
Payment for dividends, profit distributions or interest377,462,001341,454,132
Payment for other financing activitiesV.50(3)227,313,48667,229,123
Sub-total of cash outflows1,274,904,3761,176,936,494
Net cash flows from financing activities(766,945,116)(499,665,068)
IV. Effect of foreign exchange rate changes on cash and cash equivalents(3,452,725)316,163
V. Net (decrease)/increase in cash and cash equivalentsV.51(1)(245,428,201)350,402,152
Add: Cash and cash equivalents at the beginning of the year1,963,155,7521,612,753,600
VI. Cash and cash equivalents at the end of the yearV.51(2)1,717,727,5511,963,155,752

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany cash flow statementfor the year ended 31 December 2024(Expressed in Renminbi Yuan)

Note20242023
I. Cash flows from operating activities:
Proceeds from sale of goods and rendering of services669,302,405673,455,798
Proceeds from other operating activities14,799,48412,473,241
Sub-total of cash inflows684,101,889685,929,039
Payment for goods and services452,049,677611,290,566
Payment to and for employees55,724,88560,646,447
Payment of various taxes41,659,13462,523,754
Payment for other operating activities20,393,90028,861,990
Sub-total of cash outflows569,827,596763,322,757
Net cash flows from operating activities114,274,293(77,393,718)
II. Cash flows from investing activities:
Proceeds from disposal of investments464,200,000262,833,449
Investment returns received243,103,205729,828,424
Net proceeds from disposal of fixed assets, intangible assets and other long-term assets1,190,693576,150
Net proceeds from disposal of subsidiaries and other business units-17,965,519
Proceeds from borrowings to subsidiaries140,000,00010,000,000
Sub-total of cash inflows848,493,8981,021,203,542
Payment for acquisition of fixed assets, intangible assets and other long-term assets5,532,3067,116,731
Payment for acquisition of investments288,650,000478,823,400
Net payment for acquisition of subsidiaries and other business units65,506,9165,537,700
Cash paid to subsidiaries205,200,00094,230,000
Sub-total of cash outflows564,889,222585,707,831
Net cash flows from investing activities283,604,676435,495,711

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany cash flow statementfor the year ended 31 December 2024 (continued)(Expressed in Renminbi Yuan)

Note20242023
III. Cash flows from financing activities:
Proceeds from investors-103,411,919
Proceeds from borrowings50,000,000100,000,000
Sub-total of cash inflows50,000,000203,411,919
Repayments of borrowings100,000,000100,000,000
Payment for dividends or interest347,931,466311,643,260
Payment for other financing activities190,324,1984,956,105
Sub-total of cash outflows638,255,664416,599,365
Net cash flows from financing activities(588,255,664)(213,187,446)
IV. Effect of foreign exchange rate changes on cash and cash equivalents-?-
V. Net (decrease)/increase in cash and cash equivalents(190,376,695)144,914,547
Add: Cash and cash equivalents at the beginning of the year988,284,544843,369,997
VI. Cash and cash equivalents at the end of the year797,907,849988,284,544

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated statement of changes in shareholders’ equityfor the year ended 31 December 2024(Expressed in Renminbi Yuan)

NoteAttributable to shareholders of the CompanyNon-controlling interestsTotal shareholders’ equity
Share capitalCapital reserveLess:Treasury stockOther comprehensive incomeSurplus reserveRetained earningsSub-total
I. Balance at the beginning of the year692,249,559651,086,707(103,411,919)(14,784,677)342,732,0009,273,629,31810,841,500,988149,024,80710,990,525,795
II. Changes in equity during the year????????
1. Total comprehensive income---(24,930,295)?-?305,210,999?280,280,704?6,848,658?287,129,362?
2. Shareholders’ contributions and decrease of capital
(1). Effects of restricted share incentive planV.31(425,666)(10,077,952)32,707,493---22,203,875-22,203,875
(2). Acquisition of non-controlling interestsVIII.2-(780,883)----(780,883)(1,102,655)(1,883,538)
(3)Effects of share repurchasedV.32(19,999,993)(158,084,325)----(178,084,318)-(178,084,318)
3. Appropriation of profits????????
Distributions to shareholdersV.36-----(345,911,947)(345,911,947)(1,424,666)(347,336,613)
III. Balance at the end of the year671,823,900482,143,547(70,704,426)(39,714,972)342,732,0009,232,928,37010,619,208,419153,346,14410,772,554,563

These financial statements were approved by the Board of Directors of the Company on 16 April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedConsolidated statement of changes in shareholders’ equity (continued)for the year ended 31 December 2023

(Expressed in Renminbi Yuan)

NoteAttributable to shareholders of the CompanyNon-controlling interestsTotal shareholders’ equity
Share capitalCapital reserveLess:Treasury stockOther comprehensive incomeSurplus reserveRetained earningsSub-total
I. Balance at the beginning of the year685,464,000524,968,760-(23,760,238)342,732,0009,049,649,21110,579,053,733246,526,56110,825,580,294
II. Changes in equity during the year????????
1. Total comprehensive income---8,975,561-532,438,907541,414,468(5,862,264)535,552,204
2. Shareholders’ contributions and decrease of capital
(1). Effects of restricted share incentive planV.316,785,559127,362,115(103,411,919)---30,735,755-30,735,755
(2). Acquisition of non-controlling interestsVIII.2-(1,244,168)----(1,244,168)(31,502,609)(32,746,777)
3. Appropriation of profits????????
Distributions to shareholdersV.36-----(308,458,800)(308,458,800)(1,538,316)(309,997,116)
4. Others
Disposal of equities in subsidiaries-------(58,598,565)(58,598,565)
III. Balance at the end of the year692,249,559651,086,707(103,411,919)(14,784,677)342,732,0009,273,629,31810,841,500,988149,024,80710,990,525,795

These financial statements were approved by the Board of Directors of the Company on 16 April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany statement of changes in shareholders’ equityfor the year ended 31 December 2024

(Expressed in Renminbi Yuan)

NoteShare capitalCapital reserveLess:Treasury stockSurplus reserveRetained earningsTotal shareholders’ equity
I. Balance at the beginning of the year692,249,559687,544,350(103,411,919)342,732,0009,686,541,31511,305,655,305
II. Changes in equity during the year?????
1. Total comprehensive income-?-?--?485,266,316485,266,316
2. Contributions by owners
(1) Effects of restricted share incentive plan(425,666)(10,077,952)32,707,493-?-?22,203,875
(2) Effects of share repurchased(19,999,993)(158,084,325)-?-?-?(178,084,318)
3. Appropriation of profits?????
Distributions to shareholders-?-?-?-?(345,911,947)(345,911,947)
III. Balance at the end of the year671,823,900519,382,073(70,704,426)342,732,0009,825,895,68411,289,129,231

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedCompany statement of changes in shareholders’ equityfor the year ended 31 December 2023 (continued)(Expressed in Renminbi Yuan)

NoteShare capitalCapital reserveLess:Treasury stockSurplus reserveRetained earningsTotal shareholders’ equity
I. Balance at the beginning of the year685,464,000560,182,235-342,732,0009,582,860,01411,171,238,249
II. Changes in equity during the year?????
1. Total comprehensive income----412,140,101412,140,101
2. Contribution by owners
(1) Effects of restricted share incentive plan6,785,559127,362,115(103,411,919)--30,735,755
3. Appropriation of profits?????
Distributions to shareholders----(308,458,800)(308,458,800)
III. Balance at the end of the year692,249,559687,544,350(103,411,919)342,732,0009,686,541,31511,305,655,305

These financial statements were approved by the Board of Directors of the Company on 16April 2025. .

Zhou Hongjiang Legal RepresentativeJiang Jianxun The person in charge of accounting affairsGuo Cuimei The head of the accounting department(Company stamp)
(Signature and stamp)(Signature and stamp)(Signature and stamp)

The notes on pages 20 to 115 form part of these financial statements.

Yantai Changyu Pioneer Wine Company LimitedNotes to the financial statements

(Expressed in Renminbi Yuan unless otherwise indicated)

I. Company status

Yantai Changyu Pioneer Wine Co., Ltd. (the “Company” or the “Joint Stock Company”) wasincorporated as a joint stock limited company in accordance with the Company Law of thePeople’s Republic of China (the “PRC”) in a reorganisation carried out by Yantai ChangyuGroup Co., Ltd. (“Changyu Group”), in which Changyu Group Company injected certainassets and liabilities in relation to the wine, brandy, and sparkling wine production and salesbusinesses to the Company. The Company and its subsidiaries (the “Group”) are principallyengaged in the production and sales of wine, brandy, sparkling wine, grape growing andacquisition, as well as travel resource development, etc.. Registration place of the Companyis Yantai, Shandong. Headquarter of the Company is located at No. 56 Da Ma Lu, ZhifuDistrict, Yantai, Shandong, PRC.

As at 31 December 2024 the total shares issued by the Company amounts to 671,823,900shares. Please refer to Note V. 31 in detail.

The holding company of the Group is Changyu Group Company, which is jointly controlled byYantai GuoFeng Investment Holding Ltd., ILLVA SARONNO HOLDING SPA, InternationalFinance Corporation and Yantai Yuhua Investment and Development Company Limited.

The financial statements have been authorised by the board of directors on 16 April 2025.According to the Company’s articles of association, the financial statements will be reviewedby shareholders on the shareholder’s meeting.

For consolidation scope of the year, please refer to Note VIII “Equity in other entities” indetail.

II. Basis of preparation

The financial statements have been prepared on the going concern basis.

III. Significant accounting policies and accounting estimates

1 Statement of compliance

The financial statements have been prepared in accordance with the requirements ofAccounting Standards for Business Enterprises or referred to as China Accounting Standards(“CAS”) issued by the MOF. These financial statements present truly and completely theconsolidated financial position and financial position of the Company as at 31 December2024, and the consolidated financial performance and financial performance and theconsolidated cash flows and cash flows of the Company for the year then ended.

These financial statements also comply with the disclosure requirements of “Regulation onthe Preparation of Information Disclosures by Companies Issuing Securities, No. 15: GeneralRequirements for Financial Reports” as revised by the China Securities RegulatoryCommission (“CSRC”) in 2024.

2 Accounting period

The accounting period is from 1 January to 31 December.

3 Operating cycle

The Company takes the period from the acquisition of assets for processing to until theultimate realisation of cash or cash equivalents as a normal operating cycle. The operatingcycle of the Company is 12 months.

4 Functional currency

Renminbi (“RMB”) is the currency of the primary economic environment in which theCompany and its domestic subsidiaries operate. Therefore, the Company and its domesticsubsidiaries choose RMB as their functional currency. Overseas subsidiaries of theCompany adopt Euro, Chilean Peso and Australian Dollar as their functional currencies onthe basis of the primary economic environment in which they operate. The Company adoptsRMB to prepare its financial statements. The foreign currency financial statements ofoverseas subsidiaries have been translated based on the accounting policy set out in NoteIII.9 in preparing these financial statements.

5 Method used to determine the materiality threshold and the basis for selection

ItemMateriality threshold
Significant other payables/accounts payable with ageing of more than one yearAmount of the individual other payables/accounts payable with ageing of more than 1 year exceeds 0.5% of the Group’s total liabilities
Significant construction projects in progressCarrying amount of the individual construction in progress exceeds 0.5% of the Group’s total non-current assets
Significant non-wholly-owned subsidiariesCarrying amount of net assets attributable to non-controlling shareholders of the non-wholly-owned subsidiaries exceeds 0.5% of the Group’s net assets
Significant joint arrangements or associatesThe carrying amount of long-term equity investments of an individual joint arrangement or an associate exceeds 0.5% of the Group’s net assets
Significant investing and financing activities not requiring the use of cashAmount of the individual cash flow exceeds exceeds 0.5% of the Group’s total assets

6 Accounting treatments for business combinations involving entities under common control

and not under common control

A transaction constitutes a business combination when the Group obtains control of one ormore entities (or a group of assets or net assets). Business combination is classified as

either business combinations involving enterprises under common control or businesscombinations not involving enterprises under common control.

For a transaction not involving enterprises under common control, the acquirer determineswhether acquired set of assets constitute a business. The Group may elect to apply thesimplified assessment method, the concentration test, to determine whether an acquired setof assets is not a business. If the concentration test is met and the set of assets isdetermined not to be a business, no further assessment is needed. If the concentration testis not met, the Group shall perform the assessment according to the guidance on thedetermination of a business.

When the set of assets the group acquired does not constitute a business, acquisition costsshould be allocated to each identifiable assets and liabilities at their acquisition?date fairvalues. It is not required to apply the accounting of business combination described asbelow.

(1) Business combinations involving entities under common control

A business combination involving entities under common control is a business combination inwhich all of the combining entities are ultimately controlled by the same party or parties bothbefore and after the business combination, and that control is not transitory. The assetsacquired and liabilities assumed are measured based on their carrying amounts in theconsolidated financial statements of the ultimate controlling party at the combination date.The difference between the carrying amount shares of the net assets acquired and theconsideration paid for the combination (or the total par value of shares issued) is adjustedagainst share premium in the capital reserve, with any excess adjusted against the surplusreserves and retained earnings sequentially. Any costs directly attributable to thecombination are recognised in profit or loss when incurred. The combination date is the dateon which one combining entity obtains control of other combining entities.

(2) Business combinations involving entities not under common control

A business combination involving entities not under common control is a businesscombination in which all of the combining entities are not ultimately controlled by the sameparty or parties both before and after the business combination. Where (1) the aggregate ofthe acquisition-date fair value of assets transferred (including the acquirer’s previously heldequity interest in the acquiree), liabilities incurred or assumed, and equity securities issuedby the acquirer, in exchange for control of the acquiree, exceeds (2) the acquirer’s interest inthe acquisition-date fair value of the acquiree’s identifiable net assets, after considering theimpact of relevant deferred income tax, the difference is recognised as goodwill (see NoteIII.19). If (1) is less than (2), the difference is recognised in profit or loss for the currentperiod. Other acquisition-related costs are expensed when incurred. The acquiree’sidentifiable asset, liabilities and contingent liabilities, if the recognition criteria are met, arerecognised by the Group at their acquisition-date fair value. The acquisition date is the dateon which the acquirer obtains control of the acquiree.

For a business combination involving entities not under common control and achieved instages, the Group remeasures its previously-held equity interest in the acquiree to itsacquisition-date fair value and recognises any resulting difference between the fair value andthe carrying amount as investment income or other comprehensive income for the currentperiod. In addition, any amount recognised in other comprehensive income that may bereclassified to profit or loss, in prior reporting periods relating to the previously-held equityinterest, and any other changes in the owners’ equity under equity accounting, are

transferred to investment income in the period in which the acquisition occurs (see NoteIII.12(2)(b)). If equity interests of the acquiree held before acquisition-date were equityinstrument investments measured at fair value through other comprehensive income, othercomprehensive income recognised shall be moved to retained earnings on acquisition-date.

7 Criteria of control and preparation of consolidated financial statements

(1) General principles

The scope of consolidated financial statements is based on control and the consolidatedfinancial statements comprise the Company and its subsidiaries. Control exists when theinvestor has all of following: power over the investee; exposure, or rights, to variable returnsfrom its involvement with the investee and has the ability to affect those returns through itspower over the investee. When assessing whether the Group has power, only substantiverights (held by the Group and other parties) are considered. The financial position, financialperformance and cash flows of subsidiaries are included in the consolidated financialstatements from the date that control commences until the date that control ceases. Non-controlling interests are presented separately in the consolidated balance sheet withinshareholders’ equity. Net profit or loss attributable to non-controlling shareholders ispresented separately in the consolidated income statement below the net profit line item.Total comprehensive income attributable to non-controlling shareholders is presentedseparately in the consolidated income statement below the total comprehensive income lineitem.

When the amount of loss for the current period attributable to the non-controllingshareholders of a subsidiary exceeds the non-controlling shareholders’ share of the openingowners’ equity of the subsidiary, the excess is still allocated against the non-controllinginterests.

When the accounting period or accounting policies of a subsidiary are different from those ofthe Company, the Company makes necessary adjustments to the financial statements of thesubsidiary based on the Company’s own accounting period or accounting policies. Intra-group balances and transactions, and any unrealised profit or loss arising from intra-grouptransactions, are eliminated when preparing the consolidated financial statements.Unrealised losses resulting from intra-group transactions are eliminated in the same way asunrealised gains, unless they represent impairment losses that are recognised in thefinancial statements.

(2) Subsidiaries acquired through a business combination

Where a subsidiary was acquired during the reporting period, through a businesscombination involving entities under common control, the financial statements of thesubsidiary are included in the consolidated financial statements based on the carryingamounts of the assets and liabilities of the subsidiary in the financial statements of theultimate controlling party as if the combination had occurred at the date that the ultimatecontrolling party first obtained control. The opening balances and the comparative figures ofthe consolidated financial statements are also restated.

Where a subsidiary was acquired during the reporting period, through a businesscombination involving entities not under common control, the identifiable assets and liabilitiesof the acquired subsidiaries are included in the scope of consolidation from the date thatcontrol commences, based on the fair value of those identifiable assets and liabilities at theacquisition date.

(3) Disposal of subsidiaries

When the Group loses control over a subsidiary, any resulting disposal gains or losses arerecognised as investment income for the current period. The remaining equity investment isre-measured at its fair value at the date when control is lost, any resulting gains or losses arealso recognised as investment income for the current period.

When the Group loses control of a subsidiary in multiple transactions in which it disposes ofits long-term equity investment in the subsidiary in stages, the following are considered todetermine whether the Group should account for the multiple transactions as a bundledtransaction:

- arrangements are entered into at the same time or in contemplation of each other;- arrangements work together to achieve an overall commercial effect;- the occurrence of one arrangement is dependent on the occurrence of at least one other

arrangement;- one arrangement considered on its own is not economically justified, but it is economicallyjustified when considered together with other arrangements.

If each of the multiple transactions does not form part of a bundled transaction, thetransactions conducted before the loss of control of the subsidiary are accounted for inaccordance with the accounting policy for partial disposal of equity investment in subsidiarieswhere control is retained (see Note III.7(4)).

If each of the multiple transactions forms part of a bundled transaction which eventuallyresults in the loss of control in the subsidiary, these multiple transactions are accounted foras a single transaction. In the consolidated financial statements, the difference between theconsideration received and the corresponding proportion of the subsidiary’s net assets(calculated continuously from the acquisition date) in each transaction prior to the loss ofcontrol shall be recognised in other comprehensive income and transferred to profit or losswhen the parent eventually loses control of the subsidiary.

(4) Changes in non-controlling interests

Where the Company acquires a non-controlling interest from a subsidiary’s non-controllingshareholders or disposes of a portion of an interest in a subsidiary without a change incontrol, the difference between the proportion interests of the subsidiary’s net assets beingacquired or disposed and the amount of the consideration paid or received is adjusted to thecapital reserve (share premium) in the consolidated balance sheet, with any excess adjustedto the surplus reserves and retained earnings sequentially.

8 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits that can be readily withdraw ondemand, and short-term, highly liquid investments that are readily convertible into knownamounts of cash and are subject to an insignificant risk of change in value.

9 Foreign currency transactions and translation of foreign currency financial statements

When the Group receives capital in foreign currencies from investors, the capital is translatedto Renminbi at the spot exchange rate at the date of the receipt. Other foreign currencytransactions are, on initial recognition, translated to Renminbi at the spot exchange rates.

Monetary items denominated in foreign currencies are translated to Renminbi at the spotexchange rate at the balance sheet date. The resulting exchange differences are generallyrecognised in profit or loss, unless they arise from the re-translation of the principal andinterest of specific borrowings for the acquisition and construction of qualifying assets (seeNote III. 16). Non-monetary items that are measured at historical cost in foreign currenciesare translated to Renminbi using the exchange rate at the transaction date.

In translating the financial statements of a foreign operation, assets and liabilities of foreignoperation are translated to Renminbi at the spot exchange rate at the balance sheet date.Equity items, excluding retained earnings and the translation differences in othercomprehensive income, are translated to Renminbi at the spot exchange rates at thetransaction dates. Income and expenses in the income statement are translated to Renminbiat the spot exchange rates at the transaction dates. The resulting translation differences arerecognised in other comprehensive income. The translation differences accumulated in othercomprehensive income with respect to a foreign operation are transferred to profit or loss inthe period when the foreign operation is disposed.

10 Financial instruments

Financial instruments include cash at bank and on hand, investments in debt and equitysecurities other than those classified as long-term equity investments (see Note III.12),receivables, payables, and borrowings and share capital.

(1) Recognition and initial measurement of financial assets and financial liabilities

A financial asset or financial liability is recognised in the balance sheet when the Groupbecomes a party to the contractual provisions of a financial instrument.

A financial assets and financial liabilities is measured initially at fair value. For financialassets and financial liabilities at fair value through profit or loss, any related directlyattributable transaction costs are charged to profit or loss; for other categories of financialassets and financial liabilities, any related directly attributable transaction costs are includedin their initial costs. A trade receivable, without significant financing component or practicalexpedient applied for one year or less contracts, is initially measured at the transaction pricein accordance with Note III.25.

(2) Classification and subsequent measurement of financial assets

(a) Classification of financial assets

The classification of financial assets is generally based on the business model in whicha financial asset is managed and its contractual cash flow characteristics. On initialrecognition, a financial asset is classified as measured at amortised cost, at fair valuethrough other comprehensive income (“FVOCI”), or at fair value through profit or loss(“FVTPL”).

Financial assets are not reclassified subsequent to their initial recognition unless theGroup changes its business model for managing financial assets in which case allaffected financial assets are reclassified on the first day of the first reporting periodfollowing the change in the business model.

A financial asset is measured at amortised cost if it meets both of the followingconditions and is not designated as at FVTPL:

- it is held within a business model whose objective is to hold assets to collect

contractual cash flows; and- its contractual terms give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions andis not designated as at FVTPL:

- it is held within a business model whose objective is achieved by both collecting

contractual cash flows and selling financial assets; and- its contractual terms give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group mayirrevocably elect to present subsequent changes in the investment’s fair value in othercomprehensive income. This election is made on an investment-by-investment basis.The instrument meets the definition of equity from the perspective of the issuer.

All financial assets not classified as measured at amortised cost or FVOCI asdescribed above are measured at FVTPL. On initial recognition, the Group mayirrevocably designate a financial asset that otherwise meets the requirements to bemeasured at amortised cost or at FVOCI as at FVTPL if doing so eliminates orsignificantly reduces an accounting mismatch that would otherwise arise.

The business model refers to how the Group manages its financial assets in order togenerate cash flows. That is, the Group’s business model determines whether cashflows will result from collecting contractual cash flows, selling financial assets or both.The Group determines the business model for managing the financial assets accordingto the facts and based on the specific business objective for managing the financialassets determined by the Group’s key management personnel.

In assessing whether the contractual cash flows are solely payments of principal andinterest, the Group considers the contractual terms of the instrument. For the purposesof this assessment, ‘principal’ is defined as the fair value of the financial asset on initialrecognition. ‘Interest’ is defined as consideration for the time value of money and forthe credit risk associated with the principal amount outstanding during a particularperiod of time and for other basic lending risks and costs, as well as a profit margin.The Group also assesses whether the financial asset contains a contractual term thatcould change the timing or amount of contractual cash flows such that it would notmeet this condition.

(b) Subsequent measurement of financial assets

- Financial assets at FVTPL

These financial assets are subsequently measured at fair value. Net gains and

losses, including any interest or dividend income, are recognised in profit or loss

unless the financial assets are part of a hedging relationship.

- Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effectiveinterest method. A gain or loss on a financial asset that is measured at amortisedcost and is not part of a hedging relationship shall be recognised in profit or losswhen the financial asset is derecognised, reclassified, through the amortisationprocess or in order to recognise impairment gains or losses.

- Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income calculatedusing the effective interest method, impairment and foreign exchange gains andlosses are recognised in profit or loss. Other net gains and losses are recognised inother comprehensive income. On derecognition, gains and losses accumulated inother comprehensive income are reclassified to profit or loss.

- Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognisedas income in profit or loss. Other net gains and losses are recognised in othercomprehensive income. On derecognition, gains and losses accumulated in othercomprehensive income are reclassified to retained earnings.

(3) Classification and subsequent measurement of financial liabilities

Financial liabilities are classified as measured at FVTPL or amortised cost by the Group.

- Financial liabilities at FVTPL

A financial liability is classified as at FVTPL if it is classified as held-for-trading (includingderivative financial liability) or it is designated as such on initial recognition.

Financial liabilities at FVTPL are subsequently measured at fair value and net gains andlosses, including any interest expense, are recognised in profit or loss, unless the financialliabilities are part of a hedging relationship.

- Financial liabilities at amortised cost

These financial liabilities are subsequently measured at amortised cost using the effectiveinterest method.

(4) Offsetting

Financial assets and financial liabilities are generally presented separately in the balancesheet, and are not offset. However, a financial asset and a financial liability are offset andthe net amount is presented in the balance sheet when both of the following conditions aresatisfied:

- The Group currently has a legally enforceable right to set off the recognised amounts;- The Group intends either to settle on a net basis, or to realise the financial asset and

settle the financial liability simultaneously.

(5) Derecognition of financial assets and financial liabilities

Financial asset is derecognised when one of the following conditions is met:

- the Group’s contractual rights to the cash flows from the financial asset expire;- the financial asset has been transferred and the Group transfers substantially all of therisks and rewards of ownership of the financial asset; or;- the financial asset has been transferred, although the Group neither transfers nor retainssubstantially all of the risks and rewards of ownership of the financial asset, it does notretain control over the transferred asset.

Where a transfer of a financial asset in its entirety meets the criteria for derecognition, thedifference between the two amounts below is recognised in profit or loss:

- the carrying amount of the financial asset transferred measured at the date ofderecognition;- the sum of the consideration received from the transfer and, when the transferred financialasset is a debt investment at FVOCI, any cumulative gain or loss that has beenrecognised directly in other comprehensive income for the part derecognised.

The Group derecognises a financial liability (or part of it) only when its contractual obligation(or part of it) is extinguished.

(6) Impairment

The Group recognises loss allowances for expected credit loss (ECL) on:

- financial assets measured at amortised cost;- financial investments at fair value through other comprehensive income.

Financial assets measured at fair value, including debt investments or equity securities atFVPL, equity securities designated at FVOCI and derivative financial assets, are not subjectto the ECL assessment.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured asthe present value of all cash shortfalls (i.e. the difference between the cash flows due to theentity in accordance with the contract and the cash flows that the Group expects to receive).

The maximum period considered when estimating ECLs is the maximum contractual period(including extension options) over which the Group is exposed to credit risk.

Lifetime ECLs are the ECLs that result from all possible default events over the expected lifeof a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possiblewithin the 12 months after the balance sheet date (or a shorter period if the expected life ofthe instrument is less than 12 months).

Loss allowances for bills receivable, accounts receivable and receivables under financingarising from oridinary business activities such as sale of goods and provision of services ,arealways measured at an amount equal to lifetime ECLs. ECLs on these financial assets areestimated using a provision matrix based on the Group’s historical credit loss experience,adjusted for factors that are specific to the debtors and an assessment of both the currentand forecast general economic conditions at the balance sheet date.

Except for bills receivable, accounts receivable, receivables under financing, the Groupmeasures loss allowances at an amount equal to 12-month ECLs for the following financialinstruments, and at an amount equal to lifetime ECLs for all other financial instruments:

- If the financial instrument is determined to have low credit risk at the balance sheet date;- If the credit risk on a financial instrument has not increased significantly since initialrecognition.

Provisions for bad and doubtful debts arising from receivables

(a) Categories of groups for collective assessment based on credit risk characteristics and

basis for determination

Bills receivableBased on the different credit risk characteristics of acceptors, the Group classifies bills receivable into two groups: bank acceptance bills and commercial acceptance bills.
Accounts receivableHistorically, there is no significant difference in terms of occurrence of losses among different customer types for the Group. Therefore, the Group makes provisions for bad and doubtful debts arising from accounts receivable on the basis of all customers being one group without further segmentation by different customer types.
Receivables under financingThe Group’s receivables under financing are bank acceptance bills held for dual purposes. As the accepting banks have high credit ratings, the Group considers all receivables under financing as a group.
Other receivablesThe Group’s other receivables mainly include deposits and guarantees receivable,ect. Based on the nature of receivables and the credit risk characteristics of different counterparties, the Group classifies other receivables into 2 groups, specifically: the group of deposits and guarantees receivable and the group of other receivables.

(b) Criteria for individual assessment

Bills receivable, accounts receivable , receivables under financing, and otherreceivables are usually assessed collectively as a group based on credit riskcharacteristics to make provisions. When a counterparty is significantly different fromother counterparties in the group in terms of credit risk characteristics, or if there hasbeen a significant change in its credit risk characteristics, the individual approach isadopted for receivables due from this counterparty. For example, when a counterpartyis in serious financial difficulties and the expected credit loss ratio of receivables duefrom this counterparty is significantly higher than the average expected credit loss ratioof the relevant ageing range, it should be individualy assessed for provisioningpurposes.

Financial instruments that have low credit risk

The credit risk on a financial instrument is considered low if the financial instrument has a lowrisk of default, the borrower has a strong capacity to meet its contractual cash flowobligations in the near term and adverse changes in economic and business conditions in thelonger term may, but will not necessarily, reduce the ability of the borrower to fulfil itscontractual cash flow obligations.

Significant increases in credit risk

In assessing whether the credit risk of a financial instrument has increased significantly sinceinitial recognition, the Group compares the risk of default occurring on the financialinstrument assessed at the balance sheet date with that assessed at the date of initialrecognition.

When determining whether the credit risk of a financial asset has increased significantlysince initial recognition and when estimating ECL, the Group considers reasonable andsupportable information that is relevant and available without undue cost or effort, includingforward-looking information. In particular, the following information is taken into account:

- failure to make payments of principal and interest on their contractual due dates;- an actual or expected significant deterioration in a financial instrument’s external or

internal credit rating (if available);- an actual or expected significant deterioration in the operating results of the debtor; and- existing or forecast changes in the technological, market, economic or legal environmentthat have a significant adverse effect on the debtor’s ability to meet its obligation to theGroup.

The Group assumes that the credit risk on a financial asset has increased significantly if it ismore than 30 days past due.

Credit-impaired financial assets

At each balance sheet date, the Group assesses whether financial assets carried atamortised cost and debt investments at FVOCI are credit-impaired. A financial asset is‘credit-impaired’ when one or more events that have a detrimental impact on the estimatedfuture cash flows of the financial asset have occurred. Evidence that a financial asset iscredit-impaired includes the following observable data:

- significant financial difficulty of the borrower or issuer;- a breach of contract, such as a default or delinquency in interest or principal payments;- for economic or contractual reasons relating to the borrower’s financial difficulty, the Grouphaving granted to the borrower a concession that would not otherwise consider;- it is probable that the borrower will enter bankruptcy or other financial reorganisation; or- the disappearance of an active market for that financial asset because of financial

difficulties.

Presentation of allowance for ECL

ECLs are remeasured at each balance sheet date to reflect changes in the financialinstrument’s credit risk since initial recognition. Any change in the ECL amount is recognisedas an impairment gain or loss in profit or loss. The Group recognises an impairment gain orloss for all financial instruments with a corresponding adjustment to their carrying amountthrough a loss allowance account, except for debt investments that are measured at FVOCI,for which the loss allowance is recognised in other comprehensive income.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to theextent that there is no realistic prospect of recovery. A write-off constitutes a derecognitionevent. This is generally the case when the Group determines that the debtor does not haveassets or sources of income that could generate sufficient cash flows to repay the amountssubject to the write-off. However, financial assets that are written off could still be subject toenforcement activities in order to comply with the Group’s procedures for recovery ofamounts due.

Subsequent recoveries of an asset that was previously written off are recognised as areversal of impairment in profit or loss in the period in which the recovery occurs.

(7) Equity instrument

The consideration received from the issuance of equity instruments net of transaction costsis recognised at the actual issue price in shareholders’ equity, relevant transaction costs arededucted from shareholders’ equity (capital reserve), with any excess deducted from surplusreserve and retained earnings sequentially. Consideration and transaction costs paid by theCompany for repurchasing self-issued equity instruments are deducted from shareholders’equity.

When the Company repurchases its own shares, those shares are treated as treasuryshares. All expenditure relating to the repurchase is recorded in the cost of the treasuryshares, with the transaction recording in the share register. Treasury shares are excludedfrom profit distributions and are presented as a deduction under shareholders’ equity in thebalance sheet.

When treasury shares are cancelled, the share capital should be reduced to the extent of thetotal par value of the treasury shares cancelled. Where the cost of the treasury sharescancelled exceeds the total par value, the excess is deducted from capital reserve (sharepremium), surplus reserve and retained earnings sequentially. If the cost of treasury sharescancelled is less than the total par value, the difference is credited to the capital reserve(share premium).

11 Inventories

(1) Categories

Inventories include raw materials, work in progress and finished goods. Inventories areinitially measured at cost. Cost of inventories comprises all costs of purchase, costs ofconversion and other expenditure incurred in bringing the inventories to their present locationand condition. In addition to the purchase cost of raw materials, work in progress andfinished goods include direct labour costs and an appropriate allocation of productionoverheads based on normal capacity.

Agricultural products harvested are reported in accordance with the CAS No.1 - Inventories.

(2) Measurement method of cost of inventories

Cost of inventories is calculated using the weighted average method.

(3) Inventory count system

The Group maintains a perpetual inventory system.

(4) Amortisation method for low-value consumables and packaging materials

Consumables including low-value consumables and packaging materials are charged toprofit or loss upon receipt. The amortisation charge is included in the cost of the relatedassets or recognised in profit or loss for the current period.

(5) Criteria and method for provision for obsolete inventories

At the balance sheet date, inventories are carried at the lower of cost and net realisablevalue.

Net realisable value is the estimated selling price in the ordinary course of business less theestimated costs of completion and the estimated costs necessary to make the sale andrelevant taxes. The net realisable value of materials held for use in production is measuredbased on the net realisable value of the finished goods in which they will be incorporated.The net realisable value of inventory held to satisfy sales or service contracts is measuredbased on the contract price. If the quantities of inventories held by the Group exceed thequantities specified in sales contracts, the net realisable value of the excess portion ofinventories is based on general selling prices.

Any excess of the cost over the net realisable value of each item

of inventories is recognisedas a provision for obsolete inventories, and is recognised in profit or loss.

12 Long-term equity investments

(1) Investment cost of long-term equity investments

(a) Long-term equity investments acquired through a business combination

- The initial cost of a long-term equity investment acquired through a businesscombination involving entities under common control is the Company’s share of thecarrying amount of the subsidiary’s equity in the consolidated financial statements ofthe ultimate controlling party at the combination date. The difference between theinitial investment cost and the carrying amount of the consideration given is adjustedto the share premium in the capital reserve, with any excess adjusted to the surplusreserves and retained earnings sequentially. For a long-term equity investment in asubsidiary acquired through a business combination achieved in stages which donot form a bundled transaction and involving entities under common control, theCompany determines the initial cost of the investment in accordance with the abovepolicies. The difference between this initial cost and the sum of the carrying amountof previously-held investment and the consideration paid for the shares newlyacquired is adjusted to capital premium in the capital reserve, with any excessadjusted to the surplus reserves and retained earnings sequentially.

- For a long-term equity investment obtained through a business combination not

involving enterprises under common control, the initial cost comprises the aggregateof the fair value of assets transferred, liabilities incurred or assumed, and equitysecurities issued by the Company, in exchange for control of the acquiree. For along-term equity investment obtained through a business combination not involvingentities under common control and achieved through multiple transactions in stageswhich do not form a bundled transaction, the initial cost comprises the carryingamount of the previously-held equity investment in the acquiree immediately beforethe acquisition date, and the additional investment cost at the acquisition date.

(b) Long-term equity investments acquired other than through a business combination

- A long-term equity investment acquired other than through a business combinationis initially recognised at the amount of cash paid if the Group acquires theinvestment by cash, or at the fair value of the equity securities issued if aninvestment is acquired by issuing equity securities.

(2) Subsequent measurement of long-term equity investment

(a) Investments in subsidiaries

In the Company’s separate financial statements, long-term equity investments insubsidiaries are accounted for using the cost method unless the investment isclassified as held for sale (See Note III. 31). Except for cash dividends or profitdistributions declared but not yet distributed that have been included in the price orconsideration paid in obtaining the investments, the Company recognises its share ofthe cash dividends or profit distributions declared by the investee as investment incomefor the current period.

The investments in subsidiaries are stated in the balance sheet at cost lessaccumulated impairment losses.

For the impairment of the investments in subsidiaries, refer to Note III.21.

In the Group’s consolidated financial statements, subsidiaries are accounted for inaccordance with the policies described in Note III.7.

(b) Investment in joint ventures and associates

A joint venture is an arrangement whereby the Group and other parties have jointcontrol (see Note III.12(3)) and rights to the net assets of the arrangement.

Associated enterprises refer to enterprises to which the Group can exercise significantinfluence (see Note III.12(3)).

A long-term equity investment in a joint venture or an associate is accounted for usingthe equity method for subsequent measurement, unless the investment is classified asheld for sale (see Note III.31).

The accounting treatments under the equity method adopted by the Group are asfollows:

- Where the initial cost of a long-term equity investment exceeds the Group’s interestin the fair value of the investee’s identifiable net assets at the date of acquisition, theinvestment is initially recognised at cost. Where the initial investment cost is lessthan the Group’s interest in the fair value of the investee’s identifiable net assets atthe date of acquisition, the investment is initially recognised at the investor’s shareof the fair value of the investee’s identifiable net assets, and the difference isrecognised in profit or loss.

- After the acquisition of the investment, the Group recognises its share of theinvestee’s profit or loss and other comprehensive income as investment income orlosses and other comprehensive income respectively, and adjusts the carryingamount of the investment accordingly. Once the investee declares any cashdividends or profit distributions, the carrying amount of the investment is reduced bythe amount attributable to the Group. Changes in the Group’s share of theinvestee’s owners’ equity, other than those arising from the investee’s net profit orloss, other comprehensive income or profit distribution (referred to as “otherchanges in owners’ equity”), is recognised directly in the Group’s equity, and thecarrying amount of the investment is adjusted accordingly.

- In calculating its share of the investee’s net profits or losses, other comprehensiveincome and other changes in owners’ equity, the Group recognises investmentincome and other comprehensive income after making appropriate adjustments toalign the accounting policies or accounting periods with those of the Group based onthe fair value of the investee’s identifiable net assets at the date of acquisition.Unrealised profits and losses resulting from transactions between the Group and itsassociates or joint ventures are eliminated to the extent of the Group’s interest in theassociates or joint ventures. Unrealised losses resulting from transactions betweenthe Group and its associates or joint ventures are eliminated in the same way asunrealised gains but only to the extent that there is no impairment.

- The Group discontinues recognising its share of further losses of the investee after

the carrying amount of the long-term equity investment and any long-term interestthat in substance forms part of the Group’s net investment in the associate isreduced to zero, except to the extent that the Group has an obligation to assumeadditional losses. If the joint venture or the associate subsequently reports netprofits, the Group resumes recognising its share of those profits only after its shareof the profits equals the share of losses not recognised.

For the impairment of the investments in joint ventures and associates, refer to NoteIII.21.

(3) Criteria for determining the existence of joint control over an investee

Joint control is the contractually agreed sharing of control of an arrangement, which existsonly when decisions about the relevant activities (activities with significant impact on thereturns of the arrangement) require the unanimous consent of the parties sharing control.

The following factors are usually considered when assessing whether the Group canexercise joint control over an investee:

- Whether no single participant party is in a position to control the investee’s relatedactivities unilaterally;- Whether strategic decisions relating to the investee’s related activities require theunanimous consent of all participant parties that sharing of control.

Significant influence is the power to participate in the financial and operating policy decisionsof an investee but does not have control or joint control over those policies.

13 Investment properties

Investment properties are properties held either to earn rental income or for capitalappreciation or for both. Investment properties are accounted for using the cost model andstated in the balance sheet at cost less accumulated depreciation, amortisation andimpairment losses, and adopts a depreciation or amortisation policy for the investmentproperty which is consistent with that for buildings or land use rights, unless the investmentproperty is classified as held for sale (see Note III.31). For the impairment of the investmentproperties, refer to Note III.21.

CategoryEstimated useful life (years)Residual value rate (%)Depreciation rate (%)
Plant and buildings20 - 40 years0 - 5%2.4% - 5.0%

14 Fixed assets

(1) Recognition of fixed assets

Fixed assets represent the tangible assets held by the Group for use in production of goods,supply of services, for rental or for administrative purposes with useful lives over oneaccounting year.

The cost of a purchased fixed asset comprises the purchase price, related taxes, and anydirectly attributable expenditure for bringing the asset to working condition for its intendeduse. The cost of self-constructed assets is measured in accordance with the policy set out inNote III.15.

Where the parts of an item of fixed assets have different useful lives or provide benefits tothe Group in a different pattern, thus necessitating use of different depreciation rates ormethods, each part is recognised as a separate fixed asset.

Any subsequent costs including the cost of replacing part of an item of fixed assets arerecognised as assets when it is probable that the economic benefits associated with thecosts will flow to the Group, and the carrying amount of the replaced part is derecognised.The costs of the day-to-day maintenance of fixed assets are recognised in profit or loss asincurred.

Fixed assets are stated in the balance sheet at cost less accumulated depreciation andimpairment losses.

(2) Depreciation of fixed assets

The cost of a fixed asset, less its estimated residual value and accumulated impairmentlosses, is depreciated using the straight-line method over its estimated useful life, unless thefixed asset is classified as held for sale (see Note III.31).

The estimated useful lives, residual value rates and depreciation rates of each class of fixedassets are as follows:

ClassEstimated useful life (years)Residual value rate (%)Depreciation rate (%)
Plant and buildings20 - 40 years0 - 5%2.4% - 5.0%
Machinery equipment5 - 30 years0 - 5%3.2% - 20.0%
Motor vehicles4 - 12 years0 - 5%7.9% - 25.0%

Useful lives, estimated residual values and depreciation methods are reviewed at least ateach year-end.

(3) For the impairment of the fixed assets, refer to Note III.21.

(4) Disposal of fixed assets

The carrying amount of a fixed asset is derecognised:

- when the fixed asset is holding for disposal; or- when no future economic benefit is expected to be generated from its use or disposal.

Gains or losses arising from the retirement or disposal of an item of fixed asset aredetermined as the difference between the net disposal proceeds and the carrying amount ofthe item, and are recognised in profit or loss on the date of retirement or disposal.

15 Construction in progress

The cost of self-constructed assets includes the cost of materials, direct labour, capitalisedborrowing costs (see Note III.16), and any other costs directly attributable to bringing theasset to working condition for its intended use.

A self-constructed asset is classified as construction in progress and transferred to fixedasset when it is ready for its intended use. No depreciation is provided against constructionin progress.

Criteria and timing for the transfer to fixed assets:

CategoryCriteria and timing for the transfer to fixed assets
Plant and buildings(1) The main construction projects and ancillary projects have been substantially completed; (2) the construction projects have been checked and accepted by the survey, design, construction and supervision units after meeting the pre-determined design requirements; (3) the construction projects have been checked and accepted by external departments such as the fire department, the land and resources department and the planning department; (4) if a construction project is available for its intended use but its final account has not yet been finalised, the construction project will be transferred to fixed assets at its estimated value from the date it is available for its intended use, based on the its estimated value of construction.
Machinery and equipment(1) The relevant equipment and other supporting facilities have been installed; (2) the equipment can operate normally and stably for a period after commissioning; (3) the production equipment is capable of producing qualified products stably for a period; (4) the equipment has been checked and accepted by asset management personnel and users.

Construction in progress is stated in the balance sheet at cost less accumulated impairmentlosses (see Note III.21).

When an enterprise sells products or by-products produced before a fixed asset is availablefor its intended use, the proceeds and related cost are accounted for in accordance with CAS14 – Revenue and CAS 1 – Inventories respectively, and recognised in profit or loss for thecurrent period.

16 Borrowing costs

Borrowing costs incurred directly attributable to the acquisition, and construction orproduction of a qualifying asset are capitalised as part of the cost of the asset. Otherborrowing costs are recognised as financial expenses when incurred.

During the capitalisation period, the amount of interest (including amortisation of anydiscount or premium on borrowing) to be capitalised in each accounting period is determinedas follows:

- Where funds are borrowed specifically for the acquisition and construction or production ofa qualifying asset, the amount of interest to be capitalised is the interest expensecalculated using effective interest rates during the period less any interest income earnedfrom depositing the borrowed funds or any investment income on the temporaryinvestment of those funds before being used on the asset.

- To the extent that the Group borrows funds generally and uses them for the acquisitionand construction or production of a qualifying asset, the amount of borrowing costs eligiblefor capitalisation is determined by applying a capitalisation rate to the weighted average ofthe excess amounts of cumulative expenditure on the asset over the above amounts ofspecific borrowings. The capitalisation rate is the weighted average of the interest ratesapplicable to the general-purpose borrowings.

The effective interest rate is determined as the rate that exactly discounts estimated futurecash flow through the expected life of the borrowing or, when appropriate, a shorter period tothe initially recognised amount of the borrowings.

During the capitalisation period, exchange differences related to the principal and interest ona specific-purpose borrowing denominated in foreign currency are capitalised as part of thecost of the qualifying asset. The exchange differences related to the principal and interest onforeign currency borrowings other than a specific-purpose borrowing are recognised as afinancial expense when incurred.

The capitalisation period is the period from the date of commencement of capitalisation ofborrowing costs to the date of cessation of capitalisation, excluding any period over whichcapitalisation is suspended. Capitalisation of borrowing costs commences when expenditurefor the asset is being incurred, borrowing costs are being incurred and activities ofacquisition, construction or production that are necessary to prepare the asset for itsintended use are in progress, and ceases when the assets become ready for their intendeduse. Capitalisation of borrowing costs should cease when the qualifying asset beingconstructed or produced has reached its expected usable or saleable condition.Capitalisation of borrowing costs is suspended when the acquisition, construction orproduction activities are interrupted abnormally for a period of more than three months.

17 Biological assets

The Group’s biological assets are bearer biological assets.

Bearer biological assets are those that are held for the purposes of producing agriculturalproduce, rendering of services or rental. Bearer biological assets in the Group are vines.Bearer biological assets are initially measured at cost. The cost of self-grown or self-bredbearer biological assets represents the necessary directly attributable expenditure incurredbefore satisfying the expected production and operating purpose, including capitalisedborrowing costs.

Bearer biological assets, after reaching the expected production and operating purpose, aredepreciated using the straight-line method over its estimated useful life. The estimateduseful lives, estimated net residual value rates and depreciation rates of bearer biologicalassets are as follows:

CategoryEstimated useful life (years)Estimated net residual value rate(%)Depreciation rate (%)
Vines20 years0%5.0%

The Group evaluates the useful life and expected net salvage value by considering thenormal producing life of the bearer biological assets.

Useful lives, estimated residual values and depreciation methods of bearer biological assetsare reviewed at least at each year-end. Any changes should be treated as changes inaccounting estimates.

For a bearer biological asset that has been sold, damaged, dead or destroyed, anydifference between the disposal proceeds and the carrying amount of the asset should berecognised in profit or loss for the period in which it arises.

18 Intangible assets

Useful life and amortisation methods

Intangible assets are stated in the balance sheet at cost less accumulated amortization(where the estimated useful life is finite) and impairment losses (see Note III.21). For anintangible asset with finite useful life, its cost estimated less residual value and accumulatedimpairment losses is amortised on the straight-line method over its estimated useful life,unless the intangible asset is classified as held for sale.

The estimated useful lives, basis for determination and amortisation methods of intangibleassets are as follows:

ItemAmortisation period (years)Basis for determinationAmortisation methods
Land use rights40 - 50 yearsTerms of land use rightsStright-line Method
Software licenses5 - 10 yearsShorter of the term of software or the estimated useful life of softwareStright-line Method
Trademarks10 yearsShorter of the term of trademark rights or the estimated useful life of trademark rightsStright-line Method

Useful lives and amortisation methods of intangible asset with finite useful life are reviewedat least at each year-end.

An intangible asset is regarded as having an indefinite useful life and is not amortised whenthere is no foreseeable limit to the period over which the asset is expected to generateeconomic benefits for the Group. At the balance sheet date, the Group had intangible assetswith infinite useful lives including the land use rights and trademarks. Land use rights withinfinite useful lives are permanent land use rights with permanent ownership held by theGroup under the relevant Chile and Australian laws arising from the Group’s acquisition ofVi?a Indómita, S.A., Vi?a Dos Andes, S.A., and Bodegas Santa Alicia SPA. (collectivelyreferred to as the “Chile Indomita Wine Group”), and the acquisition of Kilikanoon Estate PtyLtd. (the “Australia Kilikanoon Estate”), therefore there was no amortisation. The right to usetrademark refers to the trademark held by the Group arising from the acquisition of the ChileIndomita Wine Group and the Australia Kilikanoon Estate with infinite useful lives. Thevaluation of trademark was based on the trends in the market and competitive environment,product cycle, and managing long-term development strategy. Those basis indicated thetrademark will provide net cash flows to the Group within an uncertain period. The useful lifeis indefinite as it was hard to predict the period that the trademark would bring economicbenefits to the Group.

19 Goodwill

The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’sinterest in the fair value of the identifiable net assets of the acquiree under a businesscombination not involving entities under common control.

Goodwill is not amortised and is stated in the balance sheet at cost less accumulatedimpairment losses (see Note III.21). On disposal of an asset group or a set of asset groups,any attributable goodwill is written off and included in the calculation of the profit or loss ondisposal.

20 Long-term deferred expenses

Expenditures incurred with a beneficial period of over one year are recognised as long-termdeferred expenses.

Long-term deferred expenses are amortised using a straight-line method within the benefitperiod. The respective amortisation periods for such expenses are as follows:

ItemAmortisation period
Land requisition fee50 years
Greening fee5 - 20 years
Renovation Fee3 - 20 years
Others3 years

21 Impairment of assets other than inventories and financial assets

The carrying amounts of the following assets are reviewed at each balance sheet date basedon internal and external sources of information to determine whether there is any indicationof impairment:

- fixed assets- construction in progress- right-of-use assets- intangible assets- bearer biological assets- investment properties measured using a cost model- long-term equity investments- goodwill- long-term deferred expenses, etc.

If any indication exists, the recoverable amount of the asset is estimated. In addition, theGroup estimates the recoverable amounts of goodwill and intangible assets with infiniteuseful lives at each year-end, irrespective of whether there is any indication of impairment.Goodwill is allocated to each asset group, or set of asset groups, that is expected to benefitfrom the synergies of the combination for the purpose of impairment testing.

The recoverable amount of an asset (or asset group, set of asset groups) is the higher of itsfair value (see Note III.22) less costs to sell and its present value of expected future cashflows.

An asset group is composed of assets directly related to cash-generation and is the smallestidentifiable group of assets that generates cash inflows that are largely independent of thecash inflows from other assets or asset groups.

The present value of expected future cash flows of an asset is determined by discounting thefuture cash flows, estimated to be derived from continuing use of the asset and from itsultimate disposal, to their present value using an appropriate pre-tax discount rate.

An impairment loss is recognised in profit or loss when the recoverable amount of an asset isless than its carrying amount. A provision for impairment of the asset is recognised accordingly.Impairment losses related to an asset group or a set of asset groups are allocated first toreduce the carrying amount of any goodwill allocated to the asset group or set of asset groups,and then to reduce the carrying amount of the other assets in the asset group or set of assetgroups on a pro rata basis. However, such allocation would not reduce the carrying amountof an asset below the highest of its fair value less costs to sell (if measurable), its present valueof expected future cash flows (if determinable) and zero.

Once an impairment loss is recognised, it is not reversed in a subsequent period.

22 Fair value measurement

Unless otherwise specified, the Group measures fair value as follows:

Fair value is the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between market participants at the measurement date.

When measuring fair value, the Group takes into account the characteristics of the particularasset or liability (including the condition and location of the asset and restrictions, if any, onthe sale or use of the asset) that market participants would consider when pricing the assetor liability at the measurement date, and uses valuation techniques that are appropriate inthe circumstances and for which sufficient data and other information are available tomeasure fair value. Valuation techniques mainly include the market approach, the incomeapproach and the cost approach.

23 Provisions

A provision is recognised for an obligation related to a contingency if the Group has apresent obligation that can be estimated reliably, and it is probable that an outflow ofeconomic benefits will be required to settle the obligation.

A provision is initially measured at the best estimate of the expenditure required to settle therelated present obligation. Where the effect of the time value of money is material, provisionsare determined by discounting the expected future cash flows. Factors pertaining to acontingency such as the risks, uncertainties and time value of money are taken into accountas a whole in reaching the best estimate.

Where there is a continuous range of possibleoutcomes for the expenditure required, and each possible outcome in that range is as likelyas any other, the best estimate is the mid-point of that range. In other cases, the bestestimate is determined as follows:

- Where the contingency involves a single item, the best estimate is the most likely

outcome.- Where the contingency involves a large population of items, the best estimate isdetermined by weighting all possible outcomes by their associated probabilities.

The Group reviews the carrying amounts of provisions at the balance sheet date and adjuststheir carrying amounts to the current best estimates.

24 Share-based payments

(1) Classification of share-based payments

Share-based payment transactions in the Group are equity-settled share-based payments..

(2) Accounting treatment of share-based payments

- Equity-settled share-based payments

Where the Group uses shares or other equity instruments as consideration for servicesreceived from employees, the payment is measured at the fair value of the equityinstruments granted to employees at the grant date. If the equity instruments granted toemployees vest immediately, the fair value of the equity instruments granted is fullyrecognised as costs or expenses on the grant date, with a corresponding increase incapital reserve. If the equity instruments granted do not vest until the completion ofservices for a period, or until the achievement of a specified performance condition, theGroup recognises an amount at each balance sheet date during the vesting period basedon the best estimate of the number of equity instruments expected to vest according tonewly obtained subsequent information regarding changes in the number of employeesexpected to vest the equity instruments. The Group measures the services received at thegrant-date fair value of the equity instruments and recognises the costs or expenses asthe services are received, with a corresponding increase in capital reserve.

When the Group receives services but has no obligation to settle the transaction becausethe relevant equity instruments are issued by the Company’s ultimate parent or itssubsidiaries outside the Group, the Group also classifies the transaction as equity-settled.

25 Revenue recognition

Revenue is the gross inflow of economic benefits arising in the course of the Group’sordinary activities when the inflows result in increase in shareholders’ equity, other thanincrease relating to contributions from shareholders.

Revenue is recognised when the Group satisfies the performance obligation in the contractby transferring the control over relevant goods or services to the customers.

Where a contract has two or more performance obligations, the Group determines the stand-alone selling price at contract inception of the distinct good or service underlying eachperformance obligation in the contract and allocates the transaction price in proportion tothose stand-alone selling prices. The Group recognises as revenue the amount of thetransaction price that is allocated to each performance obligation. The stand-alone sellingprice is the price at which the Group would sell a promised good or service separately to acustomer. If a stand-alone selling price is not directly observable, the Group considers allinformation that is reasonably available to the entity, maximises the use of observable inputsto estimate the stand-alone selling price.

For the contract with a warranty, the Group analyses the nature of the warranty provided, ifthe warranty provides the customer with a distinct service in addition to the assurance thatthe product complies with agreed-upon specifications, the Group recognises for the promisedwarranty as a performance obligation. Otherwise, the Group accounts for the warranty inaccordance with the requirements of CAS No.13 – Contingencies.

The transaction price is the amount of consideration to which the Group expects to beentitled in exchange for transferring promised goods or services to a customer, excludingamounts collected on behalf of third parties. The Group recognises the transaction price onlyto the extent that it is highly probable that a significant reversal in the amount of cumulativerevenue recognised will not occur when the uncertainty associated with the variableconsideration is subsequently resolved. Where the contract contains a significant financingcomponent, the Group recognises the transaction price at an amount that reflects the pricethat a customer would have paid for the promised goods or services if the customer had paidcash for those goods or services when (or as) they transfer to the customer. The differencebetween the amount of promised consideration and the cash selling price is amortised usingan effective interest method over the contract term. The Group does not adjust theconsideration for any effects of a significant financing component if it expects, at contractinception, that the period between when the Group transfers a promised good or service to acustomer and when the customer pays for that good or service will be one year or less.

The Group satisfies a performance obligation over time if one of the following criteria is met;or otherwise, a performance obligation is satisfied at a point in time:

- the customer simultaneously receives and consumes the benefits provided by the Group’sperformance as the Group performs;- the customer can control the asset created or enhanced during the Group’s performance;or- the Group’s performance does not create an asset with an alternative use to it and theGroup has an enforceable right to payment for performance completed to date.

For performance obligation satisfied over time, the Group recognises revenue over time bymeasuring the progress towards complete satisfaction of that performance obligation. Whenthe outcome of that performance obligation cannot be measured reasonably, but the Groupexpects to recover the costs incurred in satisfying the performance obligation, the Grouprecognises revenue only to the extent of the costs incurred until such time that it canreasonably measure the outcome of the performance obligation.

For performance obligation satisfied at a point in time, the Group recognises revenue at thepoint in time at which the customer obtains control of relevant goods or services. Todetermine whether a customer has obtained control of goods or services, the Groupconsiders the following indicators:

- the Group has a present right to payment for the goods or services;- the Group has transferred physical possession of the goods to the customer;- the Group has transferred the legal title of the goods or the significant risks and rewards ofownership of the goods to the customer; and- the customer has accepted the goods or services.

For the sale of a product with a right of return, the Group recognises revenue when theGroup obtains control of that product, in the amount of consideration to which the Groupexpects to be entitled in exchange for the product transferred (i.e. excluding the amount ofwhich expected to be returned), and recognises a refund liability for the products expected tobe returned. Meanwhile, an asset is recognised in the amount of carrying amount of theproduct expected to be returned less any expected costs to recover those products (includingpotential decreases in the value of returned products), and carry forward to cost in theamount of carrying amount of the transferred products less the above costs. At the end ofeach reporting period, the Group updates its assessment of future sales return. If there isany change, it is accounted for as a change in accounting estimate.

A contract asset is the Group’s right to consideration in exchange for goods or services that ithas transferred to a customer when that right is conditional on something other than thepassage of time. The Group recognises loss allowances for expected credit loss on contractassets. Accounts receivable is the Group’s right to consideration that is unconditional (onlythe passage of time is required). A contract liability is the Group’s obligation to transfergoods or services to a customer for which the Group has received consideration (or anamount of consideration is due) from the customer.

The following is the description of accounting policies regarding revenue from the Group’sprincipal activities:

The Group’s sales revenue is mainly derived from dealer sales. Revenue is recognisedwhen the Group transfers control of the related products to the customer. Based on thebusiness contract, the Group recognised the sales revenue of these transfers when theproduct is confirmed and signed for acceptance by the customers.

26 Contract costs

Contract costs are either the incremental costs of obtaining a contract with a customer or thecosts to fulfil a contract with a customer.

Incremental costs of obtaining a contract are those costs that the Group incurs to obtain acontract with a customer that it would not have incurred if the contract had not been obtainede.g. an incremental sales commission. The Group recognises as an asset the incrementalcosts of obtaining a contract with a customer if it expects to recover those costs. Other costsof obtaining a contract are expensed when incurred.

If the costs to fulfil a contract with a customer are not within the scope of inventories or otheraccounting standards, the Group recognises an asset from the costs incurred to fulfil acontract only if those costs meet all of the following criteria:

- the costs relate directly to an existing contract or to a specifically identifiable anticipatedcontract, including direct labour, direct materials, allocations of overheads (or similarcosts), costs that are explicitly chargeable to the customer and other costs that areincurred only because the Group entered into the contract- the costs generate or enhance resources of the Group that will be used in satisfying (or incontinuing to satisfy) performance obligations in the future; and- the costs are expected to be recovered.

Assets recognised for the incremental costs of obtaining a contract and assets recognised forthe costs to fulfil a contract (the “assets related to contract costs”) are amortised on asystematic basis that is consistent with the transfer to the customer of the goods or servicesto which the assets relate and recognised in profit or loss for the current period. The Grouprecognises the incremental costs of obtaining a contract as an expense when incurred if theamortisation period of the asset that the entity otherwise would have recognised is one yearor less.

The Group recognises an impairment loss in profit or loss to the extent that the carryingamount of an asset related to contract costs exceeds:

- remaining amount of consideration that the Group expects to receive in exchange for the

goods or services to which the asset relates; less- the costs that relate directly to providing those goods or services that have not yet been

recognised as expenses.

27 Employee benefits

(1) Short-term employee benefits

Employee wages or salaries, bonuses, social security contributions such as medicalinsurance, work injury insurance, maternity insurance and housing fund, measured at theamount incurred or accured at the applicable benchmarks and rates, are recognised as aliability as the employee provides services, with a corresponding charge to profit or loss orincluded in the cost of assets where appropriate.

(2) Post-employment benefits – defined contribution plans

Pursuant to the relevant laws and regulations of the People’s Republic of China, the Groupparticipated in a defined contribution basic pension insurance plan in the social insurancesystem established and managed by government organisations. The Group makescontributions to basic pension insurance plans based on the applicable benchmarks andrates stipulated by the government. Basic pension insurance contributions payable arerecognised as a liability as the employee provides services, with a corresponding charge toprofit or loss or included in the cost of assets where appropriate.

(3) Termination benefits

When the Group terminates the employment with employees before the employmentcontracts expire, or provides compensation under an offer to encourage employees to acceptvoluntary redundancy, a provision is recognised with a corresponding expense in profit orloss at the earlier of the following dates:

- When the Group cannot unilaterally withdraw the offer of termination benefits because ofan employee termination plan or a curtailment proposal;- When the Group has a formal detailed restructuring plan involving the payment oftermination benefits and has raised a valid expectation in those affected that it will carryout the restructuring by starting to implement that plan or announcing its main features tothose affected by it.

28 Government grants

Government grants are non-reciprocal transfers of monetary or non-monetary assets fromthe government to the Group except for capital contributions from the government in thecapacity as an investor in the Group.

A government grant is recognised when there is reasonable assurance that the grant will bereceived and that the Group will comply with the conditions attaching to the grant.

If a government grant is in the form of a transfer of a monetary asset, it is measured at theamount received or receivable. If a government grant is in the form of a transfer of a non-monetary asset, it is measured at fair value.

Government grants related to assets are grants whose primary condition is that the Groupqualifying for them should purchase, construct or otherwise acquire long-term assets.Government grants related to income are grants other than those related to assets. Agovernment grant related to an asset is recognised as deferred income and amortised overthe useful life of the related asset on a reasonable and systematic manner as other incomeor non-operating income. A grant that compensates the Group for expenses or losses to beincurred in the future is recognised as deferred income, and included in other income or non-operating income in the periods in which the expenses or losses are recognised. Or includedin other income or non-operating income directly.

29 Income tax

Current tax and deferred tax are recognised in profit or loss except to the extent that theyrelate to a business combination or items recognised directly in equity (including othercomprehensive income).

Current tax is the expected tax payable calculated at the applicable tax rate on taxableincome for the year, plus any adjustment to tax payable in respect of previous years.

At the balance sheet date, current tax assets and liabilities are offset only if the Group has alegally enforceable right to set them off and also intends either to settle on a net basis or torealise the asset and settle the liability simultaneously.

Deferred tax assets and deferred tax liabilities arise from deductible and taxable temporarydifferences respectively, being the differences between the carrying amounts of assets andliabilities for financial reporting purposes and their tax bases, which include deductible lossesand tax credits carried forward to subsequent periods. Deferred tax assets are recognised tothe extent that it is probable that future taxable profits will be available against whichdeductible temporary differences can be utilised.

Deferred tax is not recognised for temporary differences arising from the initial recognition ofassets or liabilities in a single transaction that is not a business combination, affects neitheraccounting profit nor taxable profit (or deductible loss) and does not give rise to equal taxableand deductible temporary differences. Deferred tax is also not recognised for taxabletemporary differences arising from the initial recognition of goodwill.

At the balance sheet date, deferred tax is measured based on the tax consequences thatwould follow from the expected manner of recovery or settlement of the carrying amounts ofthe assets and liabilities, using tax rates enacted at the balance sheet date that are expectedto be applied in the period when the asset is recovered or the liability is settled.

The carrying amount of a deferred tax asset is reviewed at each balance sheet date, and isreduced to the extent that it is no longer probable that the related tax benefits will be utilised.Such reductions are reversed to the extent that it becomes probable that sufficient taxableprofits will be available.

At the balance sheet date, deferred tax assets and deferred tax liabilities are offset if all ofthe following conditions are met:

- the taxable entity has a legally enforceable right to offset current tax liabilities and currenttax assets;- they relate to income taxes levied by the same tax authority on either:

- the same taxable entity; or- different taxable entities which intend either to settle the current tax liabilities and current

tax assets on a net basis, or to realise the assets and settle the liabilities simultaneously,in each future period in which significant amounts of deferred tax liabilities or deferred taxassets are expected to be settled or recovered.

30 Leases

A contract is lease if the lessor conveys the right to control the use of an identified asset tolessee for a period of time in exchange for consideration.

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. Acontract is, or contains, a lease if the contract conveys the right to control the use of anidentified asset for a period of time in exchange for consideration.

To assess whether a contract conveys the right to control the use of an identified asset, theGroup assesses whether:

- the contract involves the use of an identified asset. An identified asset may be specifiedexplicitly or implicitly speicied in a contrat and should be physically distinct, or capacityportion or other portion of an asset that is not physically distinct but it representssubstantially all of the capacity of the asset and thereby provides the customer with theright to obtain substantially all of the ecomonic benefits from the use of the asset. If thesupplier has a substantive substitution right throughout the period of use, then the asset isnot identified;- the lessee has the right to obtain substantially all of the economic benefits from use of theasset throughout the period of use;- the lessee has the right to direct the use of the asset.

For a contract that contains more separate lease componets, the lessee and the lessorseparate lease components and account for each lease component as a lease separately.For a contract that contains lease and non-lease components, the lessee and the lessorseparate lease components from non-lease components. For a contract that contains leaseand non-lease components, the lessee allocates the consideration in the contract to eachlease component on the basis of the relative stand-alone price of the lease component andthe aggregate stand-alone price of the non-lease components. The lessor allocates theconsideration in the contract in accordance with the accounting policy in Note III.25.

(1) As a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencementdate. The right-of-use asset is initially measured at cost, which comprises the initial amountof the lease liability, any lease payments made at or before the commencement date (lessany lease incentives received), any initial direct costs incurred and an estimate of costs todismantle and remove the underlying asset or to restore the site on which it is located orrestore the underlying asset to the condition required by the terms and conditions of thelease.

The right-of-use asset is depreciated using the straight-line method. If the lessee isreasonably certain to exercise a purchase option by the end of the lease term, the right-of-use asset is depreciated over the remaining useful lives of the underlying asset. Otherwise,the right-of-use asset is depreciated from the commencement date to the earlier of the end ofthe useful life of the right-of-use asset or the end of the lease term. Impairment losses ofright-of-use assets are accounted for in accordance with the accounting policy described inNote III.21.

The lease liability is initially measured at the present value of the lease payments that are notpaid at the commencement date, discounted using the interest rate implicit in the lease or, ifthat rate cannot be readily determined, the Group’s incremental borrowing rate.

A constant periodic rate is used to calculate the interest on the lease liability in each periodduring the lease term with a corresponding charge to profit or loss or included in the cost ofassets where appropriate. Variable lease payments not included in the measurement of thelease liability is charged to profit or loss or included in the cost of assets where appropriateas incurred.

Under the following circumstances after the commencement date, the Group remeasureslease liabilities based on the present value of revised lease payments:

- there is a change in the amounts expected to be payable under a residual value

guarantee;- there is a change in future lease payments resulting from a change in an index or a rateused to determine those payments;- there is a change in the assessment of whether the Group will exercise a purchase,extension or termination option, or there is a change in the exercise of the extension ortermination option.

When the lease liability is remeasured, a corresponding adjustment is made to the carryingamount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of theright-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-termleases that have a lease term of 12 months or less and leases of low-value assets. TheGroup recognises the lease payments associated with these leases in profit or loss or as thecost of the assets where appropriate using the straight-line method over the lease term.

(2) As a lessor

The Group determines at lease inception whether each lease is a finance lease or anoperating lease. A lease is classified as a finance lease if it transfers substantially all therisks and rewards incidental to ownership of an underlying asset irrespective of whether thelegal title to the asset is eventually transferred. An operating lease is a lease other than afinance lease.

When the Group is a sub-lessor, it assesses the lease classification of a sub-lease withreference to the right-of-use asset arising from the head lease, not with reference to theunderlying asset. If a head lease is a short-term lease to which the Group applies practicalexpedient described above, then it classifies the sub-lease as an operating lease.

Under a finance lease, at the commencement date, the Group recognises the finance leasereceivable and derecognises the finance lease asset. The finance lease receivable is initiallymeasured at an amount equal to the net investment in the lease. The net investment in thelease is measured at the aggregate of the unguaranteed residual value and the presentvalue of the lease receivable that are not received at the commencement date, discountedusing the interest rate implicit in the lease.

The Group recognises finance income over the lease term, based on a pattern reflecting aconstant periodic rate of return. The derecognition and impairment of the finance leasereceivable are recognised in accordance with the accounting policy in Note III.10. Variablelease payments not included in the measurement of net investment in the lease arerecognised as income as they are earned.

Lease receipts from operating leases is recognised as income using the straight-line methodover the lease term. The initial direct costs incurred in respect of the operating lease areinitially capitalised and subsequently amortised in profit or loss over the lease term on thesame basis as the lease income. Variable lease payments not included in lease receipts arerecognised as income as they are earned.

31 Assets held for sale

The Group classified a non-current asset or disposal group as held for sale when thecarrying amount of a non-current asset or disposal group will be recovered through a saletransaction rather than through continuing use.

A disposal group refers to a group of assets to be disposed of, by sale or otherwise, togetheras a whole in a single transaction and liabilities directly associated with those assets that willbe transferred in the transaction.

A non-current asset or disposal group is classified as held for sale when all the followingcriteria are met:

- According to the customary practices of selling such asset or disposal group in similartransactions, the non-current asset or disposal group must be available for immediate salein their present condition subject to terms that are usual and customary for sales of suchassets or disposal groups;- Its sale is highly probable, that is, the Group has made a resolution on a sale plan and hasobtained a firm purchase commitment. The sale is to be completed within one year.

Non-current assets or disposal groups held for sale are stated at the lower of carryingamount and fair value (see Note III.22) less costs to sell (except financial assets (see NoteIII.10), deferred tax assets (see Note III.29) and investment properties subsequent measuredat fair value (see Note III. 13) initially and subsequently. Any excess of the carrying amountover the fair value (see Note III.22) less costs to sell is recognised as an impairment loss inprofit or loss.

32 Profit distributions

Dividends or profit distributions proposed in the profit appropriation plan, which will beapproved after the balance sheet date, are not recognised as a liability at the balance sheetdate but are disclosed in the notes separately.

33 Related parties

If a party has the power to control, jointly control or exercise significant influence overanother party, or vice versa, or where two or more parties are subject to common control orjoint control from another party, they are considered to be related parties. Related partiesmay be individuals or enterprises. Enterprises with which the Company is under commoncontrol only from the State and that have no other related party relationships are notregarded as related parties.

In addition to the related parties stated above, the Company determines related partiesbased on the disclosure requirements of Administrative Procedures on the InformationDisclosures of Listed Companies issued by the CSRC.

34 Segment reporting

The Group is principally engaged in the production and sales of wine, brandy, and sparklingwine in China, France, Spain, Chile and Australia. In accordance with the Group’s internalorganisation structure, management requirements and internal reporting system, the Group’soperation is divided into five parts: China, Spain, France, Chile and Australia. Themanagement periodically evaluates segment results, in order to allocate resources andevaluate performances. In 2024, over 82% of revenue, more than 93% of profit and over91% of non-current assets derived from China/are located in China. Therefore the Groupdoes not need to disclose additional segment report information.

35 Significant accounting estimates and judgements

The preparation of the financial statements requires management to make estimates andassumptions that affect the application of accounting policies and the reported amounts ofassets, liabilities, income and expenses. Actual results may differ from these estimates. Themanagement estimates as well as underlying assumptions and uncertainties involved arereviewed on an ongoing basis. Revisions to accounting estimates are recognised in theperiod in which the estimate is revised and in any future periods affected.

Significant accounting estimates see Notes V.3 7 11 and 16.

36 Changes in significant accounting policies

In 2024, the Group has adopted the following newly revised accounting standards andimplementation guidance and illustrative examples issued by the MOF:

The “classification of liabilities as current or non-current” in CAS Bulletin No. 17 (Caikuai[2023] No. 21)(“CAS Bulletin No. 17”).

The requirements on the “presentation of assurance-type warranty expenses” in theCompilation of Application Guidance to Accounting Standards for Business Enterprises for2024.

(a) Main effects of the Group’s adoption of the above requirements and guidance

(i) Requirements on the classification of liabilities as current or non-current:

According to CAS Bulletin No. 17, only the Group’s substantive right to defer the settlementof liabilities for more than one year after the balance sheet date (“the right to defer the

settlement of liabilities”) is considered when classifying the liquidity of liabilities; thesubjective possibility of exercising the above right is not considered.

For liabilities arising from the Group’s loan arrangements, if the Group’s right to defer thesettlement of liabilities is subject to compliance with covenants specified in the loanarrangements (“covenants”), only the covenants on or before the balance sheet date whenclassifying the liquidity of liabilities are considered; the effect of covenants after the balancesheet date is not considered.

If the Group settles its liabilities by delivering its own equity instruments at the option of thecounterparty and classifies the above options as equity instruments and recognises themseparately as the equity component of a compound financial instrument in accordance withCAS 37 Presentation of Financial Instruments, there will be no effect on the classification ofthe liquidity of the liabilities. However, there will be effects on the classification if the aboveoptions cannot be classified as equity instruments.

The adoption of this requirement does not have a significant effect on the financial positionand financial performance of the Group.

(ii) Presentation of assurance-type warranty expenses

According to the Compilation of Application Guidance to Accounting Standards for BusinessEnterprises for 2024, the Group has presented assurance-type warranty expenses accruedby the Group as “operating cost from principal activities”, and no longer as “selling anddistribution expenses”.

The adoption of this requirement does not have a significant effect on the financial positionand financial performance of the Group.

IV. Taxation

1 Main types of taxes and corresponding tax rates

Type of taxTaxation basisTax rate
Value-added tax (VAT)Output VAT is calculated on product sales and taxable services revenue. The basis for VAT payable is to deduct input VAT from the output VAT for the period13%, 9%, 6% (China), 20% (France), 21% (Spain), 19% (Chile) and 10% (Australia)
Consumption taxBased on taxable revenue10% of the price, 20% of the price and RMB1,000 each ton (China)
Urban maintenance and construction taxBased on VAT paid7% (China)
Corporate income taxBased on taxable profits25% (China), 25% (France), 28% (Spain), 27% (Chile), 30% (Australia)

Other than tax incentives stated in Note IV. 2, applicable tax rates of the Group in 2024 and2023 are all stated as above.

2 Tax preferential treatments

Ningxia Changyu Grape Growing Co., Ltd. (“Ningxia Growing”), a subsidiary of the Group,whose principal activity is grape growing is incorporated in Ningxia Huizu AutonomousRegion. According to clause 27 of the Corporate Income Tax Law of the People’s Republic ofChina and clause 86 of the Implementation Rules of Enterprise Income Tax Law of thePeople’s Republic of China, Ningxia Growing enjoys an exemption of corporate income tax.

Yantai Changyu Grape Growing Co., Ltd. (“Grape Growing”), a branch of the Company,whose principal activity is grape growing is incorporated in Zhifu District, Yantai City,Shandong Province. According to clause 27 of the Corporate Income Tax Law of thePeople’s Republic of China and clause 86 of the Implementation Rules of Enterprise IncomeTax Law of the People’s Republic of China, Grape Growing enjoys an exemption ofcorporate income tax.

Yantai Changyu Wine Research & Development Centre Co., Ltd. (“R&D Centre”), a branchof the Company, is an enterprise engaged in grape growing in the Economic andTechnological Development Zone of Yantai City, Shandong Province. Pursuant to Article 27of the Enterprise Income Tax Law of the People’s Republic of China and Article 86 of theImplementation Regulations of the Enterprise Income Tax Law of the People’s Republic ofChina, R&D Centre enjoys the preferential policy of exemption of enterprise income tax onincome from grape growing.

Beijing Changyu AFIP Agriculture Development Co., Ltd. (“Agriculture Development”), asubsidiary of the Group, whose principal activity is grape growing is incorporated in Miyun,Beijing. According to clause 27 of the Corporate Income Tax Law of the People’s Republicof China and clause 86 of the Implementation Rules of Enterprise Income Tax Law of thePeople’s Republic of China, Agriculture Development enjoys an exemption of corporateincome tax.

Xinjiang Chateau Changyu Baron Balboa Co., Ltd. (“Chateau Shihezi”), a subsidiary of theCompany, is an enterprise of wine production and sales incorporated in Shihezi city, XinjiangWeizu Autonomous. In accordance with relevant provisions of the Announcement onContinuation of CIT Policies for Large-scale Development in the Western Region(Announcement [2020] No.23 of the Ministry of Finance), the Company is entitled topreferential tax policies. Therefore, during the period from 2021 to 2030, its corporate incometax shall be levied at a reduced tax rate of 15%.

Ningxia Changyu Longyu Chateau Co., Ltd. (“Ningxia Chateau”), a subsidiary of theCompany, is an enterprise of wine production and sales incorporated in Yinchuan, NingxiaHui Autonomous Region. In accordance with the Notice on Continuing the Enterprise IncomeTax Policies for the Large-Scale Development of Western China (Notice of the Ministry ofFinance [2020] No. 23), Ningxia Chateau is qualified to enjoy preferential taxation policies,which means it can pay corporate income tax at a preferential rate of 15% for the period from2021 to 2030.

Changyu (Ningxia) Wine Co., Ltd. (“Ningxia Wine”), a subsidiary of the Company, is anenterprise engaged in wine production and sales, incorporated in Shihezi City, Xinjiang UygurAutonomous Region. In accordance with relevant provisions of the Announcement onContinuation of CIT Policies for Large-scale Development in the Western Region(Announcement [2020] No.23 of the Ministry of Finance), Changyu (Ningxia) Wine is entitledto preferential tax policies. Therefore, during the period from 2021 to 2030, its corporateincome tax shall be levied at a reduced tax rate of 15%.

In accordance with the PRC Enterprise Income Tax Law and its implementing regulations,the Announcement on Further Implementation of Income Tax Incentives for Small Enterprises

with Meagre Profits (Announcement [2022] No. 13 of the Ministry of Finance and the StateTaxation Administration) and the Notice of the Ministry of Finance and the StateAdministration of Taxation on Further Support the Inclusive Tax Expenses Policies for Microand Small Enterprises for micro and small enterprises Development (Announcement [2023]No. 12 of the Ministry of Finance and the State Taxation Administration), for micro and smallenterprises meet the application requirements that the amount of taxable income shall bereduced by 25%, and the applicable rate of enterprise income tax shall be 20%. BeijingChangyu Wine Marketing Co., Ltd. (“Beijing Marketing”), a subsidiary of the Company, wasidentified as a qualified small enterprise with meagre profits.

Pursuant to the Announcement on Clarifying VAT Relief and Other Policies for Small-scaleVAT Taxpayers (Announcement [2023] No.19 of the Ministry of Finance and the StateTaxation Administration), the taxable sales revenue of small-scale VAT taxpayers to which alevy rate of 3% is applicable shall be subject to VAT at a reduced levy rate of 1%; and theprepaid VAT items to which a pre-levy rate of 3% is applicable shall be subject to a reducedpre-levy rate of 1% from the period from 1 January 2024 to 31 December 2027. XinjiangChangyu Sales Co., Ltd. Weimeisi Tasting Centre Branch is entitled to the above preferentialtax policies.

In accordance with the Notice of the Ministry of Finance and the State Administration ofTaxation on Further Stepping up the Implementation of the Policy for the Refund of Term-EndExcess Input Value-Added Tax Credits (Notice of the Ministry of Finance and State TaxationAdministration [2022] No. 14), the government should further step up the implementation ofthe policy for the refund of term-end excess input value-added tax credits and expand thescope of industries applicable to this policy. The Company and its qualified subsidiaries haveenjoyed this policy.

In accordance with the Notice of the Ministry of Finance and the State Administration ofTaxation on the Further Implementation of Reduction and Exemption in Six Taxes and TwoFees for Small-Scale and Micro Enterprises (Notice of the Ministry of Finance and StateTaxation Administration [2022] No. 10), from 1 January 2022 to 31 December 2024, People’sGovernments of all provinces, autonomous regions and municipalities can reduce theresource tax, urban maintenance and construction tax, property tax, Urban and townshipland use tax, stamp duty (excluding stamp duty on securities transaction), farmlandoccupation tax, education surcharges, and local education surcharges within a 50% taxrange for small-scale VAT taxpayers, small-scale and low-profit enterprises, and individually-owned businesses based on the actual situation in the region. Shandong, Xinjiang, Ningxia,Shaanxi, and other provinces (regions, cities) are all subject to a 50% reduction in “six taxesand two fees”, and some subsidiaries of the Company are qualified to enjoy the taxreduction.

V. Notes to the consolidated financial statements

1 Cash at bank and on hand

Item20242023
Cash on hand27,22874,951
Bank deposits1,797,503,5392,217,280,801
Other monetary funds317,363337,895
Total1,797,848,1302,217,693,647
Including: Total overseas deposits33,384,69124,317,469

As at 31 December 2024, details of restricted bank deposits are as follows:

Item20242023
Escrow account for migrant workers' wages1,153,216-

?

?

As at 31 December 2024, the Group’s term deposits with previous maturity of more thanthree months is RMB 78,650,000, with interest rate 1.70% - 2.25% (31 December 2023:

254,200,000).

As at 31 December 2024, the Group’s other monetary assets is as follows:

Item20242023
Alipay account balance158,894192,997
Deposits for the customs134,076134,898
Deposit for ICBC platform24,39310,000
Total317,363337,895

As at 31 December 2024, the Group did not have any special interest arrangements such asthe establishment of joint fund management accounts with related parties.

2 Bills receivable

Classification of bills receivable

Item20242023
Bank acceptance bills1,036,2431,260,000
Total1,036,2431,260,000

All of the above bills are due within one year.

3 Accounts receivable

(1) Accounts receivable by customer type are as follows:

Type31 December 202431 December 2023
Amounts due from related parties1,458,3394,401,307
Amounts due from other customers276,983,985390,889,475
Sub-total278,442,324395,290,782
Less: Provision for bad and doubtful debts(7,612,723)(13,158,448)
Total270,829,601382,132,334

As at 31 December 2024, ownership restricted accounts receivable is RMB 35,917,860 (31December 2023: RMB73,628,265), referring to Note V. 52.

(2) The ageing analysis of accounts receivable is as follows:

Ageing20242023
Within 1 year (inclusive)274,048,512387,161,172
Over 1 year but within 2 years (inclusive)747,1042,367,283
Over 2 years but within 3 years (inclusive)2,122,9905,396,673
Over 3 years1,523,718365,654
Sub-total278,442,324395,290,782
Less: Provision for bad and doubtful debts(7,612,723)(13,158,448)
Total270,829,601382,132,334

The ageing is counted starting from the date when accounts receivable are recognised.

(3) Accounts receivable by provisioning method

At all times the Group measures the impairment loss for accounts receivable at an amountequal to lifetime ECLs, and the ECLs are based on the number of overdue days and the lossgiven default. According to the historical experience of the Group, there are no significantdifferences in the losses of different customer groups. Therefore, different customer groupsare not further distinguished when calculating impairment loss based on the overdueinformation.

2024

Loss given defaultCarrying amount at the end of the yearImpairment loss at the end of the year
Current0.1%245,292,444265,047
Overdue for 1 to 30 days1.5%19,549,341293,143
Overdue for 31 to 60 days6.0%4,278,753256,562
Overdue for 61 to 90 days15.4%432,73466,747
Overdue for 91 to 120 days23.5%605,044142,111
Overdue for 121 to 150 days30.7%1,337,986410,793
Overdue for 151 to 180 days38.2%558,511213,620
Overdue for 181 to 210 days46.0%492,202226,407
Overdue for 211 to 240 days57.1%56,46232,224
Overdue for 241 to 270 days83.6%793,827663,562
Overdue for 271 to 300 days92.5%33,34330,830
Overdue for 301 to 330 days100.0%898,444898,444
Overdue for 331 to 360 days100.0%780780
Overdue for 360 days100.0%4,112,4534,112,453
Total2.7%278,442,3247,612,723

2023

Loss given defaultCarrying amount at the end of the yearImpairment loss at the end of the year
Current0.2%365,010,895660,099
Overdue for 1 to 30 days2.7%14,276,606384,812
Overdue for 31 to 60 days10.8%1,939,270208,908
Overdue for 61 to 90 days20.8%443,19992,141
Overdue for 91 to 120 days37.2%880,565328,007
Overdue for 121 to 150 days55.4%874,822485,022
Overdue for 151 to 180 days55.4%499,866277,137
Overdue for 181 to 210 days72.1%497,356358,689
Overdue for 211 to 240 days77.1%693,596534,607
Overdue for 241 to 270 days82.9%980,610812,545
Overdue for 271 to 300 days88.9%1,596,4091,418,894
Overdue for 301 to 330 days100.0%9,1509,150
Overdue for 331 to 360 days100.0%82,54182,541
Overdue for 360 days100.0%7,505,8977,505,896
Total3.3%395,290,78213,158,448

The loss given default is measured based on the actual credit loss experience in the past 12months, and is adjusted taking into consideration the differences among the economicconditions during the historical data collection period, the current economic conditions andthe economic conditions during the expected lifetime.

(4) Movements of provisions for bad and doubtful debts:

20242023
Balance at the beginning of the year(13,158,448)(14,556,106)
Charge for the year(3,956,483)(7,361,616)
Recoveries or reversals during the year9,502,2088,759,274
Balance at the end of the year(7,612,723)(13,158,448)

(5) Five largest accounts receivable by debtor at the end of the year:

NameRelationship with the GroupBalance at the end of the yearAgeingPercentage of ending balance of others (%)Ending balance of provision for bad and doubtful debts
Debtor OneThird party71,881,360Within 1 year25.8%77,670
Debtor TwoThird party16,123,936Within 1 year5.8%150,769
Debtor ThreeThird party12,590,397Within 1 year4.5%117,729
Debtor FourThird party9,460,951Within 1 year3.4%88,466
Debtor FiveThird party7,218,304Within 1 year2.6%67,496
Total117,274,94842.1%502,130

4 Receivables under financing

ItemNote20242023
Bills receivable(1)230,960,211408,316,028

(1) Pledged bills receivable by the Group at the end of the year:

As at 31 December 2024, there was no pledged bills receivable (31 December 2023: Nil).

(2) Outstanding endorsed or discounted bills that have not matured at the end of the year

ItemAmount derecognised at year end
Bank acceptance bills261,965,866

As at 31 December 2024, bills endorsed by the Group to other parties which are not yet dueat the end of the period is RMB 261,965,866 (31 December 2022: RMB 394,923,505 ). Thenotes are used for payment to suppliers and constructions. The Group believes that due togood reputation of bank, the risk of notes not accepting by bank on maturity is very low,therefore derecognise the note receivables endorsed. If the bank is unable to pay the noteson maturity, according to the relevant laws and regulations of China, the Group wouldundertake limited liability for the notes.

5 Prepayments

(1) Prepayments by category:

Item20242023
Prepayments60,631,57561,497,933

(2) The ageing analysis of prepayments is as follows:

Ageing20242023
AmountPercentage (%)AmountPercentage (%)
Within 1 year (inclusive)59,383,10197.9%61,468,64399.9%
Over 1 year but within 2 years (inclusive)1,248,4742.1%29,2900.1%
Total60,631,575100.0%61,497,933100.0%

The ageing is counted starting from the date when prepayments are recognised.

(3) Five largest prepayments by debtor at the end of the year:

NameNature of the receivableBalance at the end of the yearAgeingPercentage of ending balance of others (%)Ending balance of provision for bad and doubtful debts
Debtor OnePrepayments28,736,338Within 1 year47.4%-
Debtor TwoPrepayments7,486,368Within 1 year12.3%-
Debtor ThreePrepayments5,965,968Within 1 year9.8%-
Debtor FourPrepayments5,876,264Within 1 year9.7%-
Debtor FivePrepayments5,344,237Within 1 year8.8%-
Total53,409,17588.0%-?

6 Other receivables

31 December 202431 December 2023
Others264,598,39471,496,276

(1) Others by customer type:

Customer type31 December 202431 December 2023
Amounts due from other companies268,325,28471,496,276
Sub-total268,325,28471,496,276
Less: Provision for bad and doubtful debts(3,726,890)-
Total264,598,39471,496,276

(2) The ageing analysis is as follows:

Ageing20242023
Within 1 year (inclusive)227,970,83429,551,266
Over 1 year but within 2 years (inclusive)583,56239,753,227
Over 2 years but within 3 years (inclusive)38,599,235160,000
Over 3 years1,171,6532,031,783
Sub-total268,325,28471,496,276
Less: Provision for bad and doubtful debts(3,726,890)-
Total264,598,39471,496,276

The ageing is counted starting from the date when other receivables are recognised.

(3) Movements of provisions for bad and doubtful debts

20242023
Balance at the beginning of the year--
Charge for the year(3,726,890)-
Balance at the end of the year(3,726,890)-

As at 31 December 2024, the Group has no other receivables written off (31 December2023: Nil).

(4) Others categorised by nature

Nature of other receivables20242023
Compensation receivable for the disposal of a vineyard (Note)200,666,088-
Land purchases and reserves receivable37,268,90237,768,902
Refund of consumption tax and VAT15,560,23919,104,008
Deposit6,163,6825,429,202
Housing maintenance funds2,640,9112,670,094
Petty cash receivable28,781154,354
Others5,996,6816,369,716
Sub-total268,325,28471,496,276
Less: Provision for bad and doubtful debts(3,726,890)-
Total264,598,39471,496,276

Note: The Company signed a Compensation Agreement with the People's Government of

Zhuqiao Town, Laizhou City and the People's Government of Yidao Town, Laizhou City(both collectively referred to as the “Transferees”) in December 2024. Pursuant to theCompensation Agreement, the Company transferred assets related to the vineyard inZhuqiao Town to the Transferees at an estimated valuation of RMB 221,284,768 asconsideration (compensation). After deducting compensation totalling RMB 19,618,680that have been paid to farmers and collectively owned assets, the actual compensationreceivable by the Company amounts to RMB 201,666,088 (tax inclusive). Thetransaction resulted in a decrease in the carrying value of the Company's bearerbiological assets and fixed assets of RMB 71,792,304 and RMB 36,629, respectively,and recognition of gains or losses from disposal of assets of RMB 127,400,859. As of 15April 2025, the Company has received a total of RMB 101,000,000 in compensation.

(5) Five largest others-by debtor at the end of the year

NameNature of the receivableBalance at the end of the yearAgeingPercentage of ending balance of others (%)Ending balance of provision for bad and doubtful debts
Debtor OneCompensation receivable for the disposal of a vineyard200,666,088Within 1 year74.8%-
Debtor TwoLand purchases and reserves receivable37,268,9022-3 years13.9%3,726,890?
Debtor ThreeRefund of VAT14,350,724Within 1 year5.3%?-
Debtor FourHousing maintenance funds2,640,9111-2 years1.0%?-
Debtor FiveOthers1,650,000Within 1 year0.6%?-
Total256,576,62595.6%3,726,890

7 Inventories

(1) Inventories by category:

Item20242023
Book valueProvision for impairment of inventoriesCarrying amountBook valueProvision for impairment of inventoriesCarrying amount
Raw materials287,082,056-287,082,056241,961,713-241,961,713
Work in progress1,921,142,415-1,921,142,4151,915,860,327-1,915,860,327
Finished goods714,804,585(18,958,500)695,846,085625,076,081(17,507,534)607,568,547
Total2,923,029,056(18,958,500)2,904,070,5562,782,898,121(17,507,534)2,765,390,587

(2) Provision for impairment of inventories:

ItemOpening balanceIncrease during the yearDecrease during the yearClosing balance
RecognisedReversal
Finished goods17,507,534(18,958,500)17,507,53418,958,500

8 Other current assets

Item20242023
Input tax to be credited63,225,75865,228,189
Right to recover returned goods13,866,80216,876,869
Prepaid income taxes1,408,4824,438,001
Deferred expenses1,882,1991,825,483
Sub-total80,383,24188,368,542
Less: Provision for bad and doubtful debts--
Total80,383,24188,368,542

9 Long-term equity investments

(1) Long-term equity investments by category:

Item20242023
Investments in joint ventures32,797,63137,018,893
Investments in associates2,067,1171,266,727
Sub-total34,864,74838,285,620
Less: Provision for impairment-?-
Total34,864,74838,285,620

(2) Movements of long-term equity investments during the year are as follows:

Investee2024 Balance at the beginning of the yearMovements during the year2024 Closing balanceShareholding percentage
New Investment(Losses)/Profits from investments under equity-method l
Joint ventures????
SAS L&M Holdings (“L&M Holdings”)37,018,893-(4,221,262)32,797,63155%
Associates?????
Shanghai Yufeng Brand Management Co., Ltd. (Note1)365,362?-18,358383,72010%
Yantai Guolong Wine Industry Co., Ltd. (Note1)901,365?-(144,364)757,00110%?
Taizhou Changyu Winery Wine Sales Co., Ltd.("Taizhou Changyu”). (Note2)-1,000,000(73,604)926,39610%
Sub-total1,266,7271,000,000(199,610)2,067,117
Total38,285,6201,000,000(4,420,872)34,864,748

Note 1: The Group has appointed one director to each of these investees.Note 2: The Group has appointed two directors to this investee.

10 Investment properties

Plants and buildings
Cost
31 December 2023 and 31 December 202481,165,619
Accumulated depreciation?
31 December 2023(56,682,788)
Charge for the year(2,522,380)
31 December 2024(59,205,168)
Carrying amount?
31 December 202421,960,451
31 December 202324,482,831

11 Fixed assets

(1) Fixed assets

ItemPlant & buildingsMachinery & equipmentMotor vehiclesTotal
Cost
31 December 20235,882,104,7592,811,522,05124,268,2148,717,895,024
Additions during the year???? ?
- Purchases4,453,13561,995,2352,257,88468,706,254
- Transfers from construction in progress5,057,8871,074,995-6,132,882
Disposals or written-offs during the year(33,999,075)(24,820,992)(4,414,088)(63,234,155)
31 December 20245,857,616,7062,849,771,28922,112,0108,729,500,005
Accumulated depreciation????
31 December 2023(1,312,265,801)(1,577,413,953)(22,769,318)(2,912,449,072)
Charge for the year(157,070,918)(141,017,363)(1,418,191)(299,506,472)
Disposals or written-offs during the year18,618,41322,052,3433,819,96144,490,717
31 December 2024(1,450,718,306)(1,696,378,973)(20,367,548)(3,167,464,827)
Provision for impairment????
31 December 2023 and 31 December 2024-(10,363,383)-(10,363,383)
Carrying amount????
31 December 20244,406,898,4001,143,028,9331,744,4625,551,671,795
31 December 20234,569,838,9581,223,744,7151,498,8965,795,082,569

As at 31 December 2024, ownership restricted net value of fixed assets is RMB 32,467,803(31 December 2023: 37,985,117), referring to Note V. 52.

(2) Temporarily idle fixed assets

ItemCostAccumulated depreciationProvision for impairmentCarrying amount
Machinery equipment29,423,698(19,060,315)(10,363,383)-
Total29,423,698(19,060,315)(10,363,383)-

(3) Fixed assets leased out under operating leases

ItemCarrying amount at the end of the year
Plant & buildings85,545,955
Machinery equipment931

Fixed assets pending certificates of ownership

ItemCarrying amountReason why the certificates are pending
Dormitories, main building and reception building of Changan Chateau252,909,228Processing
European town, main building and service building of AFIP153,027,262Processing
Fermentation shop and workshop of Zhangyu (Ningxia)5,849,794Processing
Office, experiment building and workshop of Fermentation Centre3,704,745Processing
Fermentation shop of Zhangyu (Jingyang)3,893,174Processing
Finished goods warehouse and workshop of Kylin Packaging1,852,782Processing
Others563,097Processing

The buildings without property certificate above have no significant impact on the Group’smanagement.

12 Construction in progress

(1) Construction in progress

Project20242023
Book valueProvision for impairmentCarrying amountBook valueProvision for impairmentCarrying amount
Upgrade of the production line of Noble Dragon7,202,959-?7,202,959-?-?-?
Upgrade of main building of AFIP1,128,971-?1,128,971-?-?-?
Nnigxia Chateau museum construction project--?-1,376,147-1,376,147
Shihezi Chateau Construction Project-?-?-?700,000-?700,000
Other Companies’ Construction Project1,845,442-?1,845,4421,247,094-1,247,094
Total10,177,372-10,177,3723,323,241-3,323,241

(2) Movements of major construction projects in progress during the year

ItemBudget (RMB million)Opening balanceAdditions during the yearTransfers to fixed assetsOther transfers outClosing balancePercentage of actual cost to budget (%)Accumulated capitalised interestAttributable to: Interest capitalised for the yearInterest rate for capitalisation in 2024 (%)Sources of funding
Upgrade of the production line of Noble Dragon9-7,202,959--7,202,95985%-?-?-?Self-raised
Upgrade of main building of AFIP3-1,128,971--1,128,97137%--?-?Self-raised
Fermentation workshop and warehouse of Zhangyu (Ningxia)5-5,057,887(5,057,887)--100%--?-?Self-raised
Shihezi Chateau Construction Project780700,000--(700,000)-100%-?-?-?Self-raised

13 Bearer biological assets

Bearer biological assets are vines, which measured in cost method.

ItemImmature biological assetsMature biological assetsTotal
Original book value
31 December 202332,791,446248,838,320281,629,766
Additions during the year???
- Increase in cultivated1,999,035347,4452,346,480
- Transferred to mature(10,035,518)10,035,518-
Decrease during the year (Note)(8,158,622)(152,105,687)(160,264,309)
31 December 202416,596,341107,115,596123,711,937
Accumulated amortisation???
31 December 2023-(104,167,783)(104,167,783)
Charge for the year-(13,833,533)(13,833,533)
Decrease during the year (Note)-60,773,34360,773,343
31 December 2024-(57,227,973)(57,227,973)
Carrying amount???
31 December 202416,596,34149,887,62366,483,964
31 December 202332,791,446144,670,537177,461,983

Note: A decrease in bearer biological assets during the year is mainly due to the Group's

disposal of the vineyard in Zhuqiao Town and the Mouziguo grape-growing base.

(1) The carrying value of the Group's bearer biological assets decreased by RMB

71,792,304 as a result of the disposal of the vineyard in Zhuqiao Town. See Note V. 6

(4) for details.

(2) The Group signed a Compensation Agreement with Yantai Zhihai AgriculturalProfessional Cooperative (“Zhihai Cooperative”) in December 2024, whereby theGroup transferred the Mouziguo grape-growing base at a consideration of RMB30,000,000 (tax inclusive) to Zhihai Cooperative. The transaction resulted in adecrease in the Company’s bearer biological assets and fixed assets of RMB17,159,765 and RMB 16,651,622, respectively, and recognition of losses from disposalof assets of RMB 4,183,849.

As at 31 December 2024, there is no biological asset with ownership restricted (31December 2023: Nil).

As at 31 December 2024, no provision for impairment of biological asset of the Group wasrecognised as there is no any indication exists (31 December 2023: Nil).

14 Right-of-use assets

As a lessee

ItemPlant&buildingsLandsOthersTotal
Cost
Balance at the beginning of the year80,425,384137,980,4091,697,986220,103,779
Additions during the year2,184,052--2,184,052
Decreases during the year(53,842)(53,299,318)-(53,353,160)
Balance at the end of the year82,555,59484,681,0911,697,986168,934,671
Accumulated depreciation????
Balance at the beginning of the year(41,596,011)(55,403,469)(1,358,389)(98,357,869)
Charge for the year(15,966,192)(4,438,690)(339,597)(20,744,479)
Decreases during the year-21,928,939-21,928,939
Balance at the end of the year(57,562,203)(37,913,220)(1,697,986)(97,173,409)
Carrying amounts????
At the end of the year24,993,39146,767,871-71,761,262
At the beginning of the year38,829,37382,576,940339,597121,745,910

15 Intangible assets

ItemLand use rightsSoftware licensesTrademarksTotal
Original book value
31 December 2023444,520,847102,888,216189,715,738737,124,801
Additions during the year????
- Purchase-2,286,2261,534,6213,820,847
31 December 2024444,520,847105,174,442191,250,359740,945,648
Accumulated amortisation????
31 December 2023(108,815,810)(69,678,463)(16,004,752)(194,499,025)
Additions during the year
- Charge for the year(5,867,776)(12,287,382)(585,082)(18,740,240)
31 December 2024(114,683,586)(81,965,845)(16,589,834)(213,239,265)
Carrying amount????
31 December 2024329,837,26123,208,597174,660,525527,706,383
31 December 2023335,705,03733,209,753173,710,986542,625,776

As at 31 December 2024, the Group has land use right with infinite useful lives of RMB32,503,590 (31 December 2023: RMB32,863,731), representing the freehold land held byChile Indomita Wine Group and Australia Kilikanoon Estate under relevant Chile andAustralia laws, on which the amortisation is not required.

As at 31 December 2024, the Group has trademark with infinite useful lives of RMB156,740,196 (31 December 2023: RMB155,447,037), which is held by Chile Indomita WineGroup and Australia Kilikanoon Estate. The recoverable amount of the trademark isdetermined according to the present value of the expected future cash flows generated fromthe asset group to which the single assets of trademark right belongs. The managementprepares the cash flow projection for future 5 years (the “projecting period”) based on thelatest financial budget assumption, and estimates the cash flows after the future 5 years (the“subsequent period”). The pretax discount rates used in the cash flow projections are 12.5%and 13.6%,(2023:13.3%-13.9%). The estimated long-term average growth rate of cashflows after 5 years is 0.0% - 2.0% (2023: 0.0% - 2.5%), which represents the long-termaverage growth rate for the industry or the region in which the company operates.

According to the result of impairment assessment, by the end of 31 December 2024, themanagement believes there is no impairment loss on those trademarks with infinite usefullives of the Group (31 December 2023: Nil).

As at 31 December 2024, there is no ownership restricted net value of intangible assets. (31December 2023: Nil ).

16 Goodwill

(1) Changes in goodwill

Name of investee or events from which goodwill aroseNote31 December 2023Additions during the yearDisposals during the year31 December 2024
Original book value
Etablissements Roullet Fransac (“Roullet Fransac”)(a)13,112,525-?-?13,112,525
Dicot Partners, S.L (“Dicot”)(a)92,391,901-?-?92,391,901
Chile Indomita Wine Group(a)6,870,115-?-?6,870,115
Australia Kilikanoon Estate(a)37,063,130-?-?37,063,130
Sub-total149,437,671--149,437,671
Impairment provision????
Australia Kilikanoon Estate(37,063,130)-?-?(37,063,130)
Dicot Partners, S.L (“Dicot”)(5,210,925)(6,014,534)?-?(11,225,459)
Sub-total(42,274,055)(6,014,534)?-(48,288,589)
Carrying amount107,163,616(6,014,534)?-101,149,082

(a) The Group acquired Fransac Sales, Dicot and Mirefleurs, Chile Indomita Wine Group

and Australia Kilikanoon Estate in December 2013, September 2015, July 2017 andJanuary 2018 respectively, resulting in respective goodwill amounting toRMB13,112,525, RMB92,391,901, RMB 6,870,115 and RMB37,063,130. The goodwillhad been allocated to corresponding asset groups for impairment testing.

(2) Provision for impairment of goodwill

The Group has allocated the above goodwill to relevant asset groups for impairment testing.

As at 31 December 2024, Australia Kilikanoon Estate has made full provision for impairmentof goodwill and Atrio has made provision for impairment amounted to RMB 11,225,459 forthe current period.

The recoverable amount of the asset group is determined according to the present value ofthe expected future cash flows. The management prepares the cash flow projection forfuture 5 years (the “projecting period”) based on the latest financial budget assumption, andestimates the cash flows after the future 5 years (the “subsequent period”). The pretaxdiscount rate used in calculating the recoverable amounts of Roullet Fransac, Dicot, andMirefleurs, Indomita Wine are 11.8%, 11.7%, and 12.5%, respectively (2023: 10.7%, 9.1%,and 13.3%). The key assumption is the growth rate of annual revenue of relevantsubsidiaries, which is computed based on the expected growth rate of each subsidiary andlong-term average growth rates of relevant industries. The annual revenue growth rate forRoullet Fransac, Dicot, and Mirefleurs, Indomita Wine during the projecting period is 4.9% -

18.5% and the revenue growth rate during the subsequent period is 0.0% - 2.5%. Otherrelevant key assumption is budget gross profit margin, which is determined based on thehistorical performance of each subsidiary and its expectations for market development. Theaverage gross profit margin for the projecting period of Roullet Fransac, Dicot, andMirefleurs, Indomita Wine is 40.9% - 44.8% and the average gross profit margin during thesubsequent period is 40.9% - 45.6%.

17 Long-term deferred expenses

Item31 December 2023Additions during the yearAmortisation for the year31 December 2024
Land requisition fee43,264,838-(1,778,943)41,485,895
Greening fee110,315,085-(8,579,904)101,735,181
Leasehold improvement146,637,49312,776,010(10,092,888)149,320,615
Others6,444,6911,014,007(1,206,687)6,252,011
Total306,662,10713,790,017(21,658,422)298,793,702

18 Deferred tax assets and deferred tax liabilities

(1) Deferred tax assets and liabilities

Item31 December 202431 December 2023
Deductible or taxable temporary differencesDeferred tax assets/ (liabilities)Deductible or taxable temporary differencesDeferred tax assets/ (liabilities)
Deferred tax assets:
Provision for impairment of assets40,661,49610,437,77541,029,36510,563,366
Unrealised profits of intra-group transactions417,770,236104,442,560403,653,124100,913,281
Unpaid bonus123,258,07230,814,518138,873,63734,718,409
Termination benefits6,739,4121,684,8538,475,8452,118,961
Deductible tax losses280,061,16668,206,780261,937,56361,634,797
Deferred income25,938,8175,540,95432,582,7347,021,304
Effects of Restricted Share Incentive Plan-??-??17,614,1804,370,992
Effect of the lease standard3,462,626865,659708,367177,094
Sub-total897,891,825221,993,099904,874,815221,518,204
Deferred tax liabilities:????
Revaluation due to business combinations involving entities not under common control24,447,7907,076,87126,659,5307,718,480
Effect of the lease standard1,069,168267,2943,995,6281,001,249
Sub-total25,516,9587,344,16530,655,1588,719,729

(2) Details of unrecognised deferred tax assets

Item20242023
Deductible tax losses478,477,359420,651,124

(3) Expiration of deductible tax losses for unrecognised deferred tax assets

Year20242023
2024-?36,171,778
202570,528,51070,528,510
202660,274,85668,479,171
2027123,557,586128,025,572
2028117,444,729117,446,093
2029106,671,678-?
Total478,477,359420,651,124

19 Other non-current assets

Item20242023
Prepaid for Construction fee3,554,4091,760,000

20 Short-term loans

Item20242023
Unsecured loans63,222,270178,605,850
Mortgaged loans126,552,126163,103,275
Guaranteed loans26,365,95023,272,320
Total216,140,346364,981,445

As at 31 December 2024, details of short-term borrowings were as follows:

AmountAmountNature of interest rateInterest rateInterest rate at the end of the year
RMB%%
Mortgaged loans (USD)12,375,00090,634,266Fixed5.53% ~ 5.94%5.53% ~ 5.94%
Credit loans (RMB)50,000,00050,000,000Floating1 YEAR LPR-0.95%2.27%
Mortgaged loans (EUR)4,772,69435,917,860Floating3.41% ~4.65%3.41% ~4.65%
Secured loan (AUD)5,850,00026,365,950FloatingBBSW+1.5%5.9%
Credit loans (USD)1,000,0007,323,981Fixed5.61%5.61%
Credit loans (EUR)783,7535,898,289Floating3.41% ~4.65%3.41% ~4.65%
Total?216,140,346???

? As at 31 December 2024, mortgaged loans (EUR) were Hacienda y Vi?edos Marques delAtrio, S.L.U (“ Atrio “) factoring of accounts receivable from banks including BancoANTANDER、BBVA、CAIXABANK of EUR 4,772,694 (equivalent of RMB 35,917,860)(31 December 2023: EUR 9,368,417 (equivalent of RMB 73,628,264).

? On 31 December 2024, Chile Indomita Wine Group pledged its fixed assets to Banco

Scotiabank and Banco de Chile to borrow USD 12,375,000 (equivalent to RMB90,634,266) (31 December 2023: USD 12,625,000 (equivalent to RMB 89,475,011 ).

? On 31 December 2024, the secured loan represented the secured loan of Australia

Kilikanoon Estate of AUD5,850,000 (equivalent to RMB 26,365,950) (31 December 2023:

AUD 4,800,000, equivalent to RMB 23,272,320).

21 Accounts payable

(1) Details of accounts payable are as follows:

Ageing20242023
Within 1 year (inclusive)413,307,306459,106,370
Over 1 year but within 2 years (inclusive)2,486,14710,654,983
Over 2 years but within 3 years (inclusive)372,036990,316
Over 3 years1,344,9502,600,856
Total417,510,439473,352,525

(2) There is no significant accounts payable with ageing of more than one year.

22 Contract liabilities

ItemAs at 31 December 2024As at 31 December 2023
Receipt in advance127,855,694174,757,233
Withholding sales rebates234,659521,616
Total128,090,353175,278,849

Contract liabilities primarily relate to the Group’s advances from sales contracts of specificcustomers and the withholding sales rebates. Relevant contract liabilities are recognised asrevenue when the control of the goods is transferred to the customer.

23 Employee benefits payable

(1) Employee benefits payable:

Note31 December 2023Additions during the yearDecrease during the year31 December 2024
Short-term employee benefits(2)176,534,963433,947,987(450,840,565)159,642,385
Post-employment benefits - defined contribution plans(3)320,48442,565,593(42,562,957)323,120
Termination benefits8,475,8452,040,462(3,776,895)6,739,412
Total185,331,292478,554,042(497,180,417)166,704,917

(2) Short-term employee benefits

31 December 2023Additions during the yearDecrease during the year31 December 2024
Salaries, bonuses, allowances173,350,251383,410,051(400,269,302)156,491,000
Staff welfare1,247,36714,763,504(14,740,774)1,270,097
Social insurance295,01619,202,639(19,195,603)302,052
Medical insurance295,01617,600,108(17,593,104)302,020
Work-related injury insurance-1,387,614(1,387,582)32
Maternity insurance-214,917(214,917)-
Housing fund38,58212,564,213(12,564,214)38,581
Labour union fee, staff and workers’ education fee1,603,7474,007,580(4,070,672)1,540,655
Total176,534,963433,947,987(450,840,565)159,642,385

(3) Post-employment benefits - defined contribution plans

31 December 2023Additions during the yearDecrease during the year31 December 2024
Basic pension insurance319,25141,355,245(41,352,689)321,807
Unemployment insurance1,2331,210,348(1,210,268)1,313
Total320,48442,565,593(42,562,957)323,120

24 Taxes payable

Item20242023
Value-added tax39,051,40765,545,854
Consumption tax40,806,93350,879,210
Corporate income tax88,479,855134,574,175
Individual income tax828,7121,414,309
Tax on the use of urban land2,301,0661,730,986
Education surcharges3,857,7465,072,436
Urban maintenance and construction tax5,372,6056,787,018
Others8,448,7308,719,443
Total189,147,054274,723,431

25 Other payables

Note31 December 202431 December 2023
Others(1)398,149,521555,634,336
Total398,149,521555,634,336

(1) Others

(a) Details of others by nature are as follows:

Item20242023
Deposit payable to dealer170,639,777194,060,993
Advertising fee payable44,729,221104,815,517
Payables for repurchase of treasury shares70,704,426103,411,919
Trademarks18,630,74227,515,798
Freight charges payable21,041,13122,301,368
Deposits due to suppliers16,515,15018,284,971
Equipment and construction fee payable13,160,84114,832,439
Payables for equities-14,623,377
Contracting fee payable3,179,0943,360,355
Staff deposit735,016462,672
Others38,814,12351,964,927
Total398,149,521555,634,336

(b) There are no significant others aged over one year accured this year.

26 Other current liabilities

Item20242023
Refund liabilities arising from rights of return16,425,14124,869,246
Tax to be transferred out as sales24,339,10120,089,051
Total40,764,24244,958,297

27 Non-current liabilities due within one year

Non-current liabilities due within one year by category are as follows:

Item20242023
Long-term loans due within one year61,161,57858,510,868
Lease liabilities due within one year18,788,19120,013,125
Total79,949,76978,523,993

28 Long-term loans

Long-term loans by category

ItemNote20242023
Credit loans111,798,781125,127,311
Less: Long-term loans due within one yearV.2761,161,57858,510,868
Total50,637,20366,616,443

As at 31 December 2024, details of long-term borrowings were as follows:

AmountAmountNature of interest rateInterest rateInterest rate at the end of the yearLong-term loans due within one yearLong-term loans due after one year
RMB%%
Credit loans (EUR)842,7616,342,368Fixed2.80% - 4.65%2.80% - 4.65%2,394,1783,948,190
Credit loans (EUR)14,012,838105,456,413Floating3.41% - 7.59%3.41% - 7.59%58,767,40046,689,013
Total111,798,78161,161,57850,637,203

As at 31 December 2024, Credit loans (EUR) were EUR 14,855,599 borrowed by BancoSantander, BBVA, Caja Rural de Navarr, Caixa Bank etc. (equivalent of RMB 111,798,781(31 December 2023: EUR15,921,126 , equivalent of RMB 125,127,311).

29 Lease liabilities

ItemNote20242023
Long-term lease liabilities?46,331,020105,051,460
Less: Lease liabilities due within one yearV.2718,788,19120,013,125
Total?27,542,82985,038,335

The specific arrangement of leases activities of the Group refers to Note 53.

30 Deferred income

Item31 December 2023Additions during the yearDecrease during the year31 December 2024
Government grants32,582,7343,174,000(9,817,917)25,938,817

Government grants:

Liability31 December 2023Additions of government grants during the yearAmounts recognised in other income during the year31 December 2024Related to assets/income
Industrial development support project12,300,000-(4,100,000)8,200,000Government grants related to assets
Retaining wall subsidies8,835,333-(988,000)7,847,333Government grants related to assets
Xinjiang industrial revitalisation and technological transformation project8,532,000-(1,422,000)7,110,000Government grants related to assets
Wine fermentation capacity construction project1,200,000-(1,200,000)-Government grants related to assets
Special fund for efficient water-saving irrigation project829,000-(162,000)667,000Government grants related to assets
Subsidy for economic and energy-saving technological transformation projects384,900-(128,300)256,600Government grants related to assets
Subsidies for construction of scenic spots245,784-(50,600)195,184Government grants related to assets
Subsidy for mechanic development of Penglai Daliuhang Base55,717-(55,717)-Government grants related to assets
Improvement of service facilities in scenic spots-?264,000-?264,000Government grants related to assets
The “Ten-Hundred-Thousand Program” leisure agriculture subsidies from Jugezhuang government200,000150,000(350,000)-Related to income
Technology research and industrial subsidies for utilizing China-produced oak for winemaking-?2,760,000(1,361,300)1,398,700Related to income
Total32,582,7343,174,000(9,817,917)25,938,817

31 Share capital

Balance at the beginning of the yearChanges during the yearBalance at the end of the year
Release of lock-up sharesCancellation of repurchased shares
Unrestricted RMB ordinary shares453,460,8001,720,495-?455,181,295
Restricted RMB ordinary shares (Note1)6,785,559(1,720,495)(425,666)4,639,398
Foreign shares listed domestically (Note2)232,003,200-?(19,999,993)212,003,207
Total shares692,249,559-(20,425,659)671,823,900

Note1: The Proposal on the Company’s 2023 Restricted Share Incentive Plan (Draft) and

Relevant Summary and the Proposal on the Request for the Authorisation to theBoard of Directors by the General Meetings of Shareholders to Handle Mattersrelated to the Company’s 2023 Restricted Share Incentive Plan were passed byresolutions in the Group’s 2022 General Meetings of Shareholders held on 26 May2023. In addition, the Proposal on the Adjustments to Matters related to 2023Restricted Share Incentive Plan and the Proposal on the Granting of RestrictedShares to Incentive Objects under the 2023 Restricted Share Incentive Plan werereviewed and passed in the 2023 first extraordinary Board meeting held on 26 June2023 (hereinafter referred to as the “Restricted Share Incentive Plan”, see Note XIIIfor details). The Group determined to grant 6,850,000 restricted shares to 204incentive objects at a grant price of RMB15.24 per share on 26 June 2023 (the grantdate). A total of 203 incentive objects of the Group actually subscribed for 6,785,559restricted shares at a grant price of RMB15.24 per share. The transaction increasedthe Company’s registered capital by RMB6,785,559, increased the capital reserve byRMB96,626,360 and recognised the repurchase obligation on restricted shares ofRMB103,411,919.

The Group convened the Second Meeting of the Remuneration Committee of theBoard of Directors for 2024, the Fourth Extraordinary Board Meeting for 2024 and theSecond Extraordinary Supervisory Committee Meeting for 2024 on 22 July 2024, atwhich the Proposal on Satisfaction of the Release of Lock-up Shares Granted underthe Company’s 2023 Restricted Share Incentive Plan in the First Unlocking Periodand the Proposal on the Repurchase and Cancellation of Certain Restricted SharesGranted under the Company’s 2023 Restricted Share Incentive Plan and Adjustmentof Repurchase Price were reviewed and approved. The Proposal on the Repurchaseand Cancellation of Certain Restricted Shares Granted under the Company’s 2023Restricted Share Incentive Plan and Adjustment of Repurchase Price was reviewedand approved according to the resolution of the Third Extraordinary General Meetingon 8 August 2024. 172 incentive participants held the first tranche of restricted shareseligible for unlocking in 2024, and the total number of restricted shares unlocked was1,720,495. These unlocked shares were listed and traded on 6 August 2024. Someincentive participants no longer met the conditions of the Company’s 2023 RestrictedShare Incentive Plan as they have left the Company due to individual reasons or gotjob transfer, and 157,790 restricted shares that have been granted to them but not yetunlocked were repurchased and cancelled. 267,876 restricted shares that cannot be

unlocked during the first unlocking period due to personal performance appraisalresults were repurchased and cancelled. The number of restricted shares that havebeen repurchased and cancelled were 425,666 in total. The transaction resulted in adecrease of RMB425,666 in the Group’s share capital, a decrease of RMB6,061,484in capital reserve.

Note2: The Group convened the First Extraordinary Board Meeting for 2024 on 22 February

2024 and the First Extraordinary General Meeting for 2024 on 11 March 2024 toreview and approve the Proposal on Repurchasing Certain Domestically ListedForeign Shares (B Shares) of the Company. As of 17 July 2024, the Grouprepurchased a total of 19,999,993 B shares by way of call auction through the specialaccount for repurchase, totalling RMB178,084,318. The Group completed thecancellation of the repurchased shares with the Shenzhen Branch of China SecuritiesDepository and Clearing Co., Ltd. on 8 November 2024. The transaction resulted in adecrease of RMB 19,999,993 in the Group's share capital and a decrease of RMB158,084,325 in capital reserve.

32 Capital reserve

ItemsNote31 December 2023Additions during the yearDecrease during the year31 December 2024
Share premium(1)615,678,532-(164,145,809)451,532,723
Others(2)35,408,175?-(4,797,351)30,610,824
Total?651,086,707-(168,943,160)482,143,547

(1) During the reporting period, the Group repurchased and cancelled 19,999,993 B shares

of the Company, resulting in a decrease of RMB 158,084,325 in share premium. Referto Note V. 31 for details.

During the reporting period, the Group repurchased and cancelled 425,666 restrictedshares, resulting in a decrease of RMB 6,061,484 in share premium. See Note V. 31 fordetails.

(2) During the reporting period, based on the best estimate of the number of equity

instruments granted under the Group’s Restricted Share Incentive Plan, capital reservedecreased by RMB 4,016,468 due to confirmation of amortization expenses, refer toNoteXIII.1.

During the reporting period, the difference between the long-term equity investmentsobtained by the Group due to the purchase of minority equity and the share of net assetsof the subsidiary calculated continuously since the purchase date according to the newlyincreased shareholding ratio reduced the capital reserve by RMB 780,883, refer toNoteVIII.2..

33 Treasury shares

ItemBalance at the beginning of the yearAdditions during the yearDecrease during the yearBalance at the end of the year
Treasury shares103,411,919178,084,318(210,791,811)70,704,426
Total103,411,919178,084,318(210,791,811)70,704,426

During the reporting period, the Group's treasury shares decreased by RMB 26,220,343 dueto the unlocking of shares granted under the Group’s Restricted Share Incentive Plan. TheGroup's treasury shares also decreased by RMB 6,487,150 as some incentive participantshave left the Company due to individual reasons or got job transfer and no longer met theconditions of the Company's 2023 Restricted Share Incentive Plan.

The Group repurchased and cancelled 19,999,993 B shares, resulting in an increase anddecrease in treasury shares of RMB 178,084,318 respectively during the period. Please referto note V.31.

34 Other comprehensive income

ItemBalance at the beginning of the year attributable to shareholders of the CompanyAccrued during the yearBalance at the end of the year attributable to shareholders of the Company
Before-tax amountLess: Previously recognised amount transferred to profit or lossLess: Income tax expensesNet-of-tax amount attributable to shareholders of the CompanyNet-of-tax amount attributable to non-controlling interests
Items that may be reclassified to profit or loss
Translation differences arising from translation of foreign currency financial statements(14,784,677)(27,197,923)--(24,930,295)(2,267,628)(39,714,972)

35 Surplus reserve

Item31 December 202431 December 2023
Statutory surplus reserve342,732,000342,732,000

In accordance with the Company Law and the Articles of Association Company, the Companyappropriated 10% of its net profit to statutory surplus reserve. The appropriation to thestatutory surplus reserve may be ceased when the accumulated appropriation reaches over50% of the registered capital of the Company. The Company does not appropriate net profitto the surplus reserve in 2024 as surplus reserve of the Company is above 50% of theregistered capital.

The Company can appropriate discretionary surplus reserve after appropriation of thestatutory surplus reserve. Discretionary surplus reserve can be utilised to offset the deficit orincrease the share capital after approval.

36 Retained earnings

ItemNote20242023
Retained earnings at the beginning of the year9,273,629,3189,049,649,211
Add: Net profits for the year attributable to shareholders of the Company305,210,999532,438,907
Less: Dividends to ordinary shares(1)(345,911,947)(308,458,800)
Retained earnings at the end of the year(2)9,232,928,3709,273,629,318

(1) Dividends in respect of ordinary shares declared during the year

As approved by the general meeting of shareholders on May 17, 2024, the Companydistributed cash dividends of RMB 0.5 per share (2023: RMB 0.45 per share) to commonshareholders on June 17, 2024 and June 19, 2024, totaling RMB346,124,780 (2023:

RMB308,458,800).

During the reporting period, the Group repurchased and cancelled 425,666 restricted sharesgranted under the Group’s Restricted Share Incentive Plan, and recovered cash dividends ofRMB 212,833.

(2) Retained earnings at the end of the year

As at 31 December 2024, the consolidated retained earnings attributable to the Companyincluded an appropriation of RMB 64,459,076 (2023: RMB 55,900,659 ) to surplus reservemade by the subsidiaries.

37 Operating income and operating costs

Item20242023
IncomeCostIncomeCost
Principal activities3,196,761,5851,360,000,0704,309,556,6311,754,792,956
Other operating activities80,516,76232,602,32975,207,70432,190,701
Total3,277,278,3471,392,602,3994,384,764,3351,786,983,657
Including: Revenue from contracts with customers3,271,223,5121,387,836,5384,380,255,8401,783,149,498
Rent income6,054,8354,765,8614,508,4953,834,159

(1) Disaggregation of revenue from contracts with customers:

Type of contract20242023
By type of goods or services
- Liquor3,196,761,5854,309,556,631
- Others74,461,92770,699,209
By timing of transferring goods or services?
- Revenue recognised at a point in time3,271,223,5124,380,255,840

(2) Geographical regions of operating income and operating costs:

Type of contract20242023
IncomeCostIncomeCost
By geographical regions
- China2,685,914,5111,031,980,9843,761,534,7931,378,286,484
- Other countries and regions591,363,836360,621,415623,229,542408,697,173
Total3,277,278,3471,392,602,3994,384,764,3351,786,983,657

38 Taxes and surcharges

Item20242023
Consumption tax185,547,704239,887,676
Urban maintenance and construction tax23,268,17335,197,172
Education surcharges16,775,24923,177,137
Property tax33,918,78034,003,219
Tax on the use of urban land9,869,53510,331,175
Stamp duty4,022,4615,289,257
Others360,7271,849,935
Total273,762,629349,735,571

39 Selling and distribution expenses

Item20242023
Marketing fee322,040,390490,535,793
Salaries and benefits294,724,158313,083,923
Labour service fee86,440,27593,243,814
Advertising fee63,037,70975,527,637
Depreciation expense51,846,83148,882,915
Design and production fee19,561,84632,182,656
Travelling expenses29,989,42529,318,913
Trademarks expenses17,770,74327,515,798
Storage rental25,233,94227,290,488
Conference fee16,578,02219,309,557
Water, electricity and gas fee12,987,46116,830,073
Others72,769,61866,061,209
Total1,012,980,4201,239,782,776

40 General and administrative expenses

Item20242023
Salaries and benefits96,337,27687,857,355
Depreciation expenses99,816,23489,486,538
Repair costs12,001,51611,978,855
Administrative expenses19,512,89819,929,523
Amortisation of greening fee17,550,65817,409,398
Amortisation expenses15,903,47716,202,523
Safety production costs9,793,37810,743,063
Security and cleaning fee8,593,9078,326,301
Contracting fee3,913,6484,337,738
Others30,488,88937,719,564
Total313,911,881303,990,858

41 Financial expenses

Item20242023
Interest expenses from loans and payables30,125,38731,297,810
Interest expenses from lease liabilities4,136,3434,502,287
Interest income from deposits(34,643,667)(30,571,465)
Exchange losses10,911,6035,002,117
Other financial expenses2,306,407852,710
Total12,836,07311,083,459

42 Other income

Item20242023Related to assets/income
Industrial development support project4,100,0004,100,000Government grants related to assets
Xinjiang Industrial Revitalization and Technological Transformation Project1,422,0001,422,000Government grants related to assets
Wine production capacity construction project1,200,000400,000Government grants related to assets
Subsidies for retaining wall988,000638,000Government grants related to assets
Special funds for the maintenance of wine cellars-2,079,711Government grants related to assets
Engineering technology transformation of information system project-580,000Government grants related to asse
Others - Government grants related to assets396,617329,207Government grants related to assets
Special funds for the development of enterprises16,700,0009,237,716Related to income
Tax rebates13,297,77119,533,196Related to income
Regional sales incentive fund2,800,000-Related to income
Talent development funds from Shihezi government2,200,0001,500,000Related to income
Wine Industry Development Project1,224,3012,684,281Related to income
Funds for the integration development project of agricultural industry536,0001,000,000Related to income
Others - Government grants related to income7,749,2218,019,688Related to income
Total52,613,91051,523,799

Other income during reporting period has been included in non-recurring gains and losses.

43 Investment (losses) /income

Investment (losses) /income by items

Item20242023
Long-term equity investment losses under equity method(4,420,872)(712,480)
Investment profit/(loss) arising from disposal of subsidiaries and long-term equity investments-24,559,930
Total(4,420,872)23,847,450

44 Credit reversal

Item20242023
Accounts receivable5,545,7251,397,658
Other receivable(3,726,890)-?
Total1,818,8351,397,658

45 Impairment losses

Item20242023
Fixed assets-?10,363,383
Inventories1,450,9663,143,575
Goodwill6,014,534-
Total7,465,50013,506,958

46 Gains/(loss) from asset disposals

Item20242023
Gains/(loss) from asset disposals132,116,926(134,133)

Note: The Group's gains on disposal of assets in 2024 mainly include proceeds of RMB127,400,859 from the disposal of the vineyard in Zhuqiao Town., please refer to Note V.6.

Gains from disposal of assets during reporting period has been included in non-recurringgains and losses.

47 Non-operating income and non-operating expenses

(1) Non-operating income by item is as follows:

Item20242023
Insurance compensation1,709,700452,242
Net income from fine1,501,9009,325,229
Others1,766,3302,214,799
Total4,977,93011,992,270

Non-operating income during reporting period has been included in non-recurring gains andlosses.

(2) Non-operating expenses

Item20242023
Losses from disposal of non-current assets1,868,546573,560
Donations provided1,416,2401,212,015
Compensation, penalty and fine expenses127,73680,403
Losses from scrapping of packaging materials-1,137,256
Others320,552425,176
Total3,733,0743,428,410

Non-operating expenses during reporting period has been included in non-recurring gainsand losses.

48 Income tax expenses

ItemNote20242023
Current tax expense for the year based on tax law and regulations115,078,031216,588,992
Changes in deferred tax assets/liabilities(1)(1,850,459)4,844,455
Total113,227,572221,433,447

(1) The analysis of changes in deferred tax is set out below:

Item20242023
Origination of temporary differences(1,850,459)4,844,455
Total(1,850,459)4,844,455

(2) Reconciliation between income tax expenses and accounting profit:

Item20242023
Profit before taxation427,554,857747,466,156
Estimated income tax at 25%106,888,714186,866,539
Effect of different tax rates applied by subsidiaries1,503,4862,070,828
Effect of non-taxable income (Note)(25,961,339)-
Effect of non-deductible costs, expense and losses6,891,0654,978,035
Effect of using deductible losses for which no deferred tax asset was recognized in previous periods(3,134,547)-
Effect of deductible losses of deferred tax assets not recognised for the year25,217,62925,756,996
Deferred tax assets written-off1,822,5641,761,049
Income tax expenses113,227,572221,433,447

Note: In December 2024, the Company recognized gains or losses from disposal of assets ofRMB 127,400,859 due to the disposal of assets related to the vineyard in Zhuqiao Town,among which gains from disposal of biological assets amounted to RMB103,845,356. SeeNote V. 6 for details.

49 Basic earnings per share and diluted earnings per share

(1) Basic earnings per share

Basic earnings per share is calculated as dividing consolidated net profit attributable toordinary shareholders of the Company by the weighted average number of ordinary sharesoutstanding:

20242023
Consolidated net profit attributable to ordinary shareholders of the Company305,210,999532,438,907
Weighted average number of ordinary shares outstanding684,370,832685,464,000
Basic earnings per share (RMB/share)0.450.78

Weighted average number of ordinary shares is calculated as follows:

20242023
Issued ordinary shares at the beginning of the year685,464,000685,464,000
Effect of repurchasing shares(1,666,666)-
Effects of unlocking of ordinary shares subject to sales restrictions573,498-
Weighted average number of ordinary shares at the end of the year684,370,832685,464,000

(2) Diluted earnings per share

Diluted earnings per share is calculated by dividing consolidated net profit (diluted)attributable to ordinary shareholders of the Company by the weighted average number ofordinary shares outstanding (diluted):

?Note20242023
Consolidated net profit attributable to ordinary shareholders of the Company (Dilute)(a)305,210,999532,438,907
Weighted average number of ordinary shares outstanding (Dilute)(b)684,370,832685,670,893
Diluted earnings per share (RMB/share)0.450.78

(a) Consolidated net profit attributable to ordinary shareholders of the Company (diluted) is

calculated as follows:

20242023
Consolidated net profit attributable to ordinary shareholders of the Company305,210,999532,438,907
Consolidated net profit attributable to ordinary shareholders of the Company (diluted)305,210,999532,438,907

(b) The weighted average number of the Company’s ordinary shares (diluted) is calculated

as follows:

?20242023
Weighted average number of ordinary shares at 31 December684,370,832685,464,000
Diluted adjustments:??
Effects of restricted shares-206,893
Weighted average number of ordinary shares (diluted) at the end of the year684,370,832685,670,893

50 Cash flow statement

(1) Cash relating to operating activities

a. Proceeds relating to other operating activities:

Item20242023
Government grants45,969,99345,677,242
Interest income from bank29,707,46927,375,399
Penalty income1,501,9009,325,229
Recovery of prior years’ trademarks right receivables-120,930,641
Others3,857,61116,077,111
Total81,036,973219,385,622

b. Payments relating to other operating activities:

Item20242023
Selling and distribution expenses512,511,750539,874,320
General and administrative expenses105,557,42999,254,521
Others23,092,43136,569,908
Total641,161,610675,698,749

(2) Cash relating to investing activities

a. Proceeds relating to significant investing activities:

Item20242023
Recovery of fixed deposits464,200,000238,200,000

b. Payments relating to significant investing activities:

Item20242023
Investments in fixed deposits288,650,000464,200,000
Acquisition of fixed assets and construction in progress74,604,013110,067,855
Total363,254,013574,267,855

(3) Cash relating to financing activities

a. Proceeds relating to other financing activities:

Item20242023
Repurchase of treasury shares(Note V.33)178,084,318-
Cancellation of restricted shares (Note V.33)6,487,150-
Cash paid for lease26,235,10331,931,214
Payment for acquisition of non-controlling interests16,506,91514,623,400
Payment of capital reduction-20,674,509
Total227,313,48667,229,123

b. Changes in liabilities arising from financing activities

Balance at the beginning of the yearAdditions during the yearDecreases during the yearBalance at the end of the year
CashNon-cashCashNon-cash
Short-term loan364,981,445459,993,522-(608,834,621)-216,140,346
Long-term loan66,616,44347,965,738--(63,944,978)50,637,203
Lease liabilities85,038,335-2,184,052(2,085,636)(57,593,922)27,542,829
Non-current liabilities due within one year78,523,993-82,733,169(81,307,393)-79,949,769
Other accounts payable - dividends payable--347,336,613(347,336,613)--
Other accounts payable - interest payable--34,261,730(34,261,730)--
Other accounts payable - payables for equities14,623,377-1,883,538(16,506,915)--
Other accounts payable - payables for repurchase of treasury shares103,411,919--(6,487,150)(26,220,343)70,704,426
Total713,195,512507,959,260468,399,102(1,096,820,058)(147,759,243)444,974,573

51 Supplementary information on cash flow statement

(1) Supplement to cash flow statement

a. Reconciliation of net profit to cash flows from operating activities:

Item20242023
Net profit314,327,285526,032,709
Add: Credit/asset impairment losses5,646,66512,109,300
Depreciation of fixed assets and investment property302,028,852317,061,135
Amortisation of intangible assets18,740,24016,932,862
Amortisation of long-term deferred expenses21,658,42218,514,442
Amortisation of productive biological assets13,833,53313,800,290
Depreciation of ROU assets20,744,47922,107,603
(Profits)/losses from disposal of fixed assets, intangible assets, and other long-term assets(132,116,926)707,693
Financial expenses32,778,25632,287,868
Equity incentive (reversal)/expenses(4,016,467)30,735,755
Investment losses/(profits)4,420,872(23,847,450)
(Increase)/decrease in deferred tax assets(474,895)5,174,683
Decrease in deferred tax liabilities(1,375,564)(330,228)
(Increase)/decrease in gross inventories(140,130,935)131,877,015
Decrease/(increase) in operating receivables268,230,903(54,231,481)
(Decrease)/increase in operating payables(326,553,653)124,159,547
Net cash flows from operating activities397,741,0671,173,091,743

b. Significant investing and financing activities not requiring the use of cash:

Item20242023
Payment of construction in progress and other long-term assets by bank acceptances37,753,184?13,226,592

c. Change in cash and cash equivalents:

Item20242023
Cash equivalents at the end of the year1,717,727,5511,963,155,752
Less: Cash equivalents at the beginning of the year1,963,155,7521,612,753,600
Net (decrease)/increase in cash and cash equivalents(245,428,201)350,402,152

(2) Details of cash and cash equivalents

Item20242023
Cash at bank and on hand
Including: Cash on hand27,22874,951
Bank deposits available on demand1,718,853,5391,963,080,801
Closing balance of cash and cash equivalents1,718,880,7671,963,155,752

52 Assets with restrictive ownership title or right of use

ItemOpening balanceBalance at the end of the yearReason for restriction
Cash at bank and on hand337,8951,470,579The Company deposits and Escrow account for migrant workers' wages etc.
Account receivable (i)73,628,26535,917,860?Short-term borrowings mortgage from Atrio
Fixed assets37,985,11732,467,803?Short-term borrowings from Dicot
Total111,951,27769,856,242

(i) As at 31 December 2024, the amount of accounts receivable with restricted ownership

is EUR 4,772,694 , equivalent of RMB 35,917,860 hich refers to accounts receivableAtrio conducted for factoring from Banco de Sabadell, S.A. Etc. (31 December 2023:

EUR 9,368,417, equivalent of RMB 73,628,265).

53 Leases

(1) As a lessee

Item20242023
Short-term lease expenses for which the practical expedient has been applied386,346?527,463
Total cash outflow for leases26,621,449?32,458,677

The Group leases buildings and motor vehicles with the lease terms of 1 year or less, and allof these leases are short-term leases. The Group has elected not to recognise right-of-useassets and lease liabilities for these leases.

(2) As a lessor

Item20242023
Lease income6,054,8354,508,495

The Group leased out some machineries in 2023 and 2024 with a lease term within 1year. The Group has classified these leases as operating leases, because they do nottransfer substantially all of the risks and rewards incidental to the ownership of theassets.

The undiscounted lease receipts to be received by the Group after the balance sheet date areas follows:

Item20242023
Within 1 year (inclusive)5,872,8905,958,604
Over 1 year but within 2 years (inclusive)5,872,8905,872,890
Over 2 years but within 3 years (inclusive)5,850,8725,872,890
Over 3 years but within 4 years (inclusive)1,941,5075,850,872
Over 4 years but within 5 years (inclusive)-1,941,507
Total19,538,15925,496,763

VI. Research and development expenses

Presentation by nature

Item20242023
Salaries7,362,9196,564,884
Diagnostic test fees2,600,3753,448,000
Consultancy fee1,412,6093,039,519
Material consumption4,242,2752,212,169
Others3,920,0652,148,962
Total19,538,24317,413,534
Including: research and development expenditures that are expensed19,538,24317,413,534

VII. Change of consolidation scope

The Group’s subsidiaries - Liaoning Changyu Ice Wine Winery Co., Ltd.,merged Changyu (Huanren) Grape Wine Co., Ltd. ("Huanren Wine") inDecember 2024.

VIII. Interests in other entities

1 Interests in subsidiaries

(1) Composition of the Group

Name of the SubsidiaryPrincipal place of businessRegistered placeBusiness natureRegistered capitalShareholding ratio (%)Acquisition method
(or similar equity interest)
Etablissements Roullet Fransac (“Roullet Fransac”)Cognac, FranceCognac, FranceTradingEUR29,000-100Business combinations involving entities not under common control
Dicot Partners, S.L (“Dicot”)Navarre, SpainNavarre, SpainMarketing and salesEUR2,000,00090-Business combinations involving entities not under common control
Vi?a Indómita, S.A., Vi?a Dos Andes, S.A., and BodegasSantaAlicia SpA.. (“Chile Indomita Wine Group”)Santiago, ChileSantiago, ChileMarketing and salesCLP31,100,000,00085-Acquired through establishment or investment
Kilikanoon Estate Pty Ltd. (“Australia Kilikanoon Estate”)Adelaide, AustraliaAdelaide, AustraliaMarketing and salesAUD6,420,00099-Business combinations involving entities not under common control
Beijing Changyu Sales and Distribution Co., Ltd. (“Beijing Sales”)Beijing, ChinaBeijing, ChinaMarketing and salesRMB1,000,000100-Acquired through establishment or investment
Yantai Kylin Packaging Co., Ltd. (“Kylin Packaging”)Yantai, Shandong, ChinaYantai, Shandong, ChinaManufacturingRMB15,410,000100-Acquired through establishment or investment
Yantai Chateau Changyu-Castel Co., Ltd.(“Chateau Changyu”) (a)Yantai, Shandong, ChinaYantai, Shandong, ChinaManufacturingUSD5,000,00070-Acquired through establishment or investment
Changyu (Jingyang) Wine Co., Ltd. (“Jingyang Wine”)Xianyang, Shaanxi, ChinaXianyang, Shaanxi, ChinaManufacturingRMB1,000,0009010Acquired through establishment or investment
Yantai Changyu Pioneer Wine Sales Co., Ltd. (“Sales Company”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB8,000,000100-Acquired through establishment or investment
Shanghai Changyu Sales and Distribution Co., Ltd. (“Shanghai Sales”)Shanghai, ChinaShanghai, ChinaMarketing and salesRMB1,000,000100-Acquired through establishment or investment
Name of the SubsidiaryPrincipal place of businessRegistered placeBusiness natureRegistered capitalShareholding ratio (%)Acquisition method
(or similar equity interest)
Yantai Changyu Wine Sales Co., Ltd. (“Wines Sales”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB5,000,0009010Acquired through establishment or investment
Yantai Changyu Pioneer International Co., Ltd. (“Pioneer International”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB5,000,0007030Acquired through establishment or investment
Hangzhou Changyu Wine Sales Co., Ltd. (“Hangzhou Changyu”)Hangzhou, Zhejiang, ChinaHangzhou, Zhejiang, ChinaMarketing and salesRMB500,000-100Acquired through establishment or investment
Ningxia Changyu Grape Growing Co., Ltd. (“Ningxia Growing”)Yinchuan, Ningxia, ChinaNingxia, ChinaPlatingRMB1,000,000100-Acquired through establishment or investment
Huanren Changyu National Wines Sales Co., Ltd. (“National Wines”)Benxi, Liaoning, ChinaBenxi, Liaoning, ChinaMarketing and salesRMB2,000,000100-Acquired through establishment or investment
Liaoning Changyu Golden Icewine Valley Co., Ltd. (“Golden Icewine Valley”)Benxi, Liaoning, ChinaBenxi, Liaoning, ChinaManufacturingRMB64,687,300100-Acquired through establishment or investment
Yantai Development Zone Changyu Trading Co., Ltd. (“Development Zone Trading”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB5,000,000-100Acquired through establishment or investment
Beijing AFIP Meeting Center (“Meeting Center”)Miyun, Beijing, ChinaMiyun, Beijing, ChinaServicesRMB500,000-100Acquired through establishment or investment
Beijing AFIP Tourism and Culture (“AFIP Tourism”)Miyun, Beijing, ChinaMiyun, Beijing, ChinaTourismRMB500,000-100Acquired through establishment or investment
Changyu (Ningxia) Wine Co., Ltd. (“Ningxia Wine”)Ningxia, ChinaNingxia, ChinaManufacturingRMB1,000,000100-Acquired through establishment or investment
Yantai Changyu Chateau Tinlot Co., Ltd. (“Chateau Tinlot”)Yantai, Shandong, ChinaYantai, Shandong, ChinaWholesale and retailRMB400,000,0006535Acquired through establishment or investment
Xinjiang Chateau Changyu Baron Balboa Co., Ltd. (“Chateau Shihezi”)Shihezi, Xinjiang, ChinaShihezi, Xinjiang, ChinaManufacturingRMB550,000,000100-Acquired through establishment or investment
Ningxia Chateau Changyu Moser XV Co., Ltd. (“Chateau Ningxia”)Yinchuan, Ningxia, ChinaYinchuan, Ningxia, ChinaManufacturingRMB2,000,000100-Acquired through establishment or investment
Shaanxi Chateau Changyu Rena Co., Ltd. (“Chateau Changan”)Xianyang, Shaanxi, ChinaXianyang, Shaanxi, ChinaManufacturingRMB20,000,000100-Acquired through establishment or investment
Yantai Changyu Wine Research & Development Centre Co., Ltd. (“R&D Centre”)Yantai, Shandong, ChinaYantai, Shandong, ChinaManufacturingRMB805,000,000100-Acquired through establishment or investment
Xinjiang Changyu Sales Co., Ltd. (“Xinjiang Sales”)Shihezi, Xinjiang, ChinaShihezi, Xinjiang, ChinaMarketing and salesRMB10,000,000-100Acquired through establishment or investment
Ningxia Changyu Trading Co., Ltd. (“Ningxia Trading”)Yinchuan, Ningxia, ChinaYinchuan, Ningxia, ChinaMarketing and salesRMB1,000,000-100Acquired through establishment or investment
Shaanxi Changyu Rena Wine Sales Co., Ltd. (“Shanxi Sales”)Xianyang, Shaanxi, ChinaXianyang, Shaanxi, ChinaMarketing and salesRMB3,000,000-100Acquired through establishment or investment
Penglai Changyu Wine Sales Co., Ltd.(“Penglai Sales”)Penglai, Shandong, ChinaPenglai, Shandong, ChinaMarketing and salesRMB5,000,000-100Acquired through establishment or investment
Name of the SubsidiaryPrincipal place of businessRegistered placeBusiness natureRegistered capitalShareholding ratio (%)Acquisition method
(or similar equity interest)
Laizhou Changyu Wine Sales Co., Ltd. (“Laizhou Sales”)Laizhou, Shandong, ChinaLaizhou, Shandong, ChinaMarketing and salesRMB1,000,000-100Acquired through establishment or investment
Francs Champs Participations SAS (“Francs Champs”)Cognac, FranceCognac, FranceInvestment and tradingEUR32,000,000100-Acquired through establishment or investment
Yantai Roullet Fransac Wine Sales Co., Ltd. (“Yantai Roullet Fransac”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB1,000,000-100Acquired through establishment or investment
Yantai Changyu Wine Sales Co., Ltd. (“Wine Sales Company”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB5,000,000100-Acquired through establishment or investment
Shaanxi Chateau Changyu Rena Tourism Co., Ltd. (“Chateau Tourism”)Xianxin, Shaanxi, ChinaXianxin, Shaanxi, ChinaTourismRMB1,000,000-100Acquired through establishment or investment
Longkou Changyu Wine Sales Co., Ltd. (“Longkou Sales”)Yantai, Shandong, ChinaYantai, Shandong, ChinaMarketing and salesRMB1,000,000-100Acquired through establishment or investment
Yantai Changyu Cultural Tourism Development Co., Ltd. (“Culture Development “)Yantai, Shandong, ChinaYantai, Shandong, ChinaTourismRMB10,000,000100-Acquired through establishment or investment
Beijing Changyu AFIP Agriculture development Co., Ltd. (“Agriculture Development”)Miyun, Beijing, ChinaMiyun, Beijing, ChinaMarketing and salesRMB1,000,000-100Acquired through establishment or investment
Beijing Chateau Changyu AFIP Global Co., Ltd. (“AFIP”) (b)Beijing, ChinaBeijing, ChinaManufacturingRMB642,750,00092-Acquired through establishment or investment
Yantai Changyu Wine Culture Museum Co., Ltd. (“Museum”)Yantai, Shandong, ChinaYantai, Shandong, ChinaTourismRMB500,000-100Acquired through establishment or investment
Yantai Changyu Culture Tourism Production Sales Co., Ltd. (“Culture Sales”)Yantai, Shandong, ChinaYantai, Shandong, ChinaTourismRMB5,000,000-100Acquired through establishment or investment
Yantai Changyu International Window of the Wine City Co., Ltd. (“Window of the Wine City”)Yantai, Shandong, ChinaYantai, Shandong, ChinaTourismRMB60,000,000-100Acquired through establishment or investment
Yantai KOYA Brandy Chateau Co., Ltd. (“Chateau KOYA”)Yantai, Shandong, ChinaYantai, Shandong, ChinaManufacturingRMB10,000,000100-Acquired through establishment or investment
Changyu (Shanghai) International Digital Marketing Center Limited (“Digital Marketing”)Shanghai, ChinaShanghai, ChinaMarketing and salesRMB50,000,000100-Acquired through establishment or investment
Shanghai Changyu Guoqu Digital Technology Co., Ltd. (“Shanghai Guoqu”)Shanghai, ChinaShanghai, ChinaMarketing and salesRMB6,000,000-51Acquired through establishment or investment
Tianjin Changyu Yixin Digital Technology Co., Ltd. (“Tianjin Yixin”)Tianjin, ChinaTianjin, ChinaMarketing and salesRMB10,000,000-51Acquired through establishment or investment
Shanghai Changyu Yixin Digital Technology Co., Ltd. (“Shanghai Yixin”)Shanghai, ChinaShanghai, ChinaMarketing and salesRMB10,000,000-51Acquired through establishment or investment
Name of the SubsidiaryPrincipal place of businessRegistered placeBusiness natureRegistered capitalShareholding ratio (%)Acquisition method
(or similar equity interest)
Yantai Creighton Catering Company Limited (“Creighton Catering”)Yantai, Shandong, ChinaYantai, Shandong, ChinaServicesRMB1,000,000-100Acquired through establishment or investment
Weimeisi (Shanghai) Enterprise Development Co., Ltd (“Weimeisi Shanghai”)Shanghai, ChinaShanghai, ChinaMarketing and salesRMB10,000,000100-Acquired through establishment or investment
Ningxia Longyu Food Trading Co., Ltd. ("Ningxia Longyu")Yinchuan, Ningxia, ChinaYinchuan, Ningxia, ChinaMarketing and salesRMB500,000100-Acquired through establishment or investment
Beijing Changyu Trading Co., Ltd. ("Beijing Trading")Miyun, Beijing, ChinaMiyun, Beijing, ChinaMarketing and salesRMB500,000100-Acquired through establishment or investment

Reasons for the inconsistency between the proportion of shareholdings in a subsidiary and the proportion of voting rights:

(a) Chateau Changyu is a Sino-foreign joint venture established by the Company and a foreign investor, accounting for 70% of Changyu

Chateau’s equity interest. Through agreement arrangement, the Company has the full power to control Changyu Chateau’s strategicoperating, investing and financing policies. The agreement arrangement is terminated on 31 December 2027.

(b) AFIP is a limited liability company established by Yantai De'an Investment Co., Ltd and Beijing Qinglang Ecological Agricultural

Technology Development Co., Ltd. After the equity change, the Company holds 91.53% of its equity. Through agreement arrangement,the Company has the full power to control AFIP’s strategic operating, investing and financing policies. The agreement arrangement willbe terminated on 2 September 2027.

(2) Material non-wholly owned subsidiaries

Name of the SubsidiaryProportion of ownership interest held by non-controlling interestsComprehensive income attributable to non-controlling interests for the yearDividend declared to non-controlling shareholders during the yearBalance of non-controlling interests at the end of the year
AFIP8.47%--56,409,393
IWCC15.00%364,2791,039,33856,686,379

(3) Key financial information about material non-wholly owned subsidiaries

The following table sets out the key financial information of the above subsidiaries withoutoffsetting internal transactions, but with adjustments made for the fair value adjustment at theacquisition date and any differences in accounting policies:

AFIPChile Indomita Wine Group
2024202320242023
Current assets256,982,569268,602,777237,880,401252,718,459
Non-current assets373,266,371384,948,572306,022,908314,112,626
Total assets630,248,940653,551,349543,903,309566,831,085
Current liabilities16,704,31026,013,757150,938,775167,265,413
Non-current liabilities3,708,9173,603,8867,497,6969,598,445
Total liabilities20,413,22729,617,643158,436,471176,863,858
Operating income81,045,348198,426,991222,156,497232,778,304
Net profit/(loss)(8,859,147)2,636,57711,847,09311,018,541
Total comprehensive income(8,859,147)2,636,5772,428,5288,322,765
Cash flows from operating activities12,596,85110,320,21919,487,56822,541,317

2 Transactions that cause changes in the Group’s interests in subsidiaries that do not result in

loss of control

(1) Changes in the Group’s interests in subsidiaries:

Fiscal yearName of SubsidiaryPercentage of minority shareholdings acquiredPurchase date
2024Kilikanoon Estate PtyLtd.1.5%12/01/2024

(2) Impact of transactions on non-controlling interests and equity attributable to the shareholders

of the Company:

KilikanoonEstatePtyLtd.
Acquisition cost consideration
- Cash1,883,538
Less: Share of net assets in subsidiaries based on the shares acquired1,102,655
Difference(780,883)??
Including: Adjustment to capital reserve(780,883)?

IX. Risk related to financial instruments

The Group has exposure to the following main risks from its use of financial instruments inthe normal course of the Group’s operations:

- Credit risk- Liquidity risk- Interest rate risk- Foreign currency risk

The following mainly presents information about the Group’s exposure to each of the aboverisks and their sources, their changes during the year, and the Group’s objectives, policiesand processes for measuring and managing risks, and their changes during the year.

The Group aims to seek appropriate balance between the risks and benefits from its use offinancial instruments and to mitigate the adverse effects that the risks of financial instrumentshave on the Group’s financial performance. Based on such objectives, the Group’s riskmanagement policies are established to identify and analyse the risks faced by the Group, toset appropriate risk limits and controls, and to monitor risks and adherence to limits. Riskmanagement policies and systems are reviewed regularly to reflect changes in marketconditions and the Group’s activities.

1 Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for theother party by failing to discharge an obligation. The Group’s credit risk is primarilyattributable to cash at bank, receivables, debt investments and derivative financialinstruments entered into for hedging purposes. Exposure to these credit risks are monitoredby management on an ongoing basis.

The cash at bank of the Group is mainly held with well-known financial institutions.Management does not foresee any significant credit risks from these deposits and does notexpect that these financial institutions may default and cause losses to the Group.

The Group's maximum credit risk exposure is the carrying amount of each financial asset(including derivative financial instruments) in the balance sheet.

In order to minimise the credit risk, the Group has adopted a policy to ensure that all salescustomers have good credit records. According to the policy of the Group, credit review isrequired for clients who require credit transactions. In addition, the Group continuouslymonitors the balance of account receivable to ensure there’s no exposure to significant baddebt risks. For transactions that are not denominated in the functional currency of therelevant operating unit, the Group does not offer credit terms without the specific approval ofthe Department of Credit Control in the Group. In addition, the Group reviews therecoverable amount of each individual trade debt at each balance sheet date to ensure thatadequate impairment losses are made for irrecoverable amounts. In this regard, themanagement of the Group considers that the Group’s credit risk is significantly reduced.

Since the Group trades only with recognised and creditworthy third parties, there is norequirement for collateral. Concentrations of credit risk are managed bycustomer/counterparty, by geographical region and by industry sector. As at 31 December2024, 42.1% of the Group trade receivables are due from top five customers (31 December2023: 49.0%). There is no collateral or other credit enhancement on the balance of the tradereceivables of the Group.

2 Liquidity risk

Liquidity risk is the risk that an enterprise will encounter difficulty in meeting obligations thatare settled by delivering cash or another financial asset. The Company and its individualsubsidiaries are responsible for their own cash management, including short-term investmentof cash surpluses and the raising of loans to cover expected cash demands (subject toapproval by the Company’s board when the borrowings exceed certain predeterminedlevels). The Group’s policy is to regularly monitor its liquidity requirements and itscompliance with lending covenants, to ensure that it maintains sufficient reserves of cash,readily realisable marketable securities and adequate committed lines of funding from majorfinancial institutions to meet its liquidity requirements in the short and longer term.

The following tables set out the remaining contractual maturities at the balance sheet date ofthe Group’s financial liabilities, which are based on contractual undiscounted cash flows(including interest payments computed using contractual rates or, if floating, based on ratescurrent at the balance sheet date) and the earliest date the Group can be required to pay:

Item2024 Contractual undiscounted cash flowCarrying amount at balance sheet date
Within 1 year or on demand1 to 2 yearsMore than 2 years but less than 5 yearsMore than 5 yearsTotal
Short-term loans219,471,784---219,471,784216,140,346
Accounts payable417,510,439---417,510,439417,510,439
Other payables398,149,521---398,149,521398,149,521
Long-term loans (including the portion due within one year)34,442,15621,327,29666,175,216-121,944,668111,798,781
Lease liability (including the portion due within one year)20,108,71210,585,66711,049,34915,155,42256,899,15046,331,020
Total1,089,682,61231,912,96377,224,56515,155,4221,213,975,5621,189,930,107
Item2023 Contractual undiscounted cash flowCarrying amount at balance sheet date
Within 1 year or on demand1 to 2 yearsMore than 2 years but less than 5 yearsMore than 5 yearsTotal
Short-term loans378,707,190---378,707,190364,981,445
Accounts payable473,352,525---473,352,525473,352,525
Other payables555,634,336---555,634,336555,634,336
Long-term loans (including the portion due within one year)62,702,8579,455,18361,890,894-134,048,934125,127,311
Lease liability (including the portion due within one year)24,050,88823,215,48421,007,14362,047,723130,321,238105,051,460
Total1,494,447,79632,670,66782,898,03762,047,7231,672,064,2231,624,147,077

3 Interest rate risk

Interest-bearing financial instruments at variable rates and at fixed rates expose the Group tocash flow interest rate risk and fair value interest risk, respectively. The Group determinesthe appropriate weightings of the fixed and floating rate interest-bearing instruments basedon the current market conditions and performs regular reviews and monitoring to achieve anappropriate mix of fixed and floating rate exposure.

(1) As at 31 December, the Group held the following interest-bearing financial instruments:

Fixed rate instruments:

Item20242023
Effective interest rateAmountsEffective interest rateAmounts
Financial assets
- Cash at bank1.70% - 2.25%78,650,0001.45% - 2.25%579,200,000
Financial liabilities????
- Short-term loans5.53% - 5.94%(97,958,247)6.83% - 7.30%(96,562,141)
- Long-term loans (including the portion due within one year)2.80% - 4.65%(6,342,368)1.50% - 3.28%(5,860,499)
- Lease liability (including the portion due within one year)4.65%(46,331,020)4.65%(105,051,460)
Total?(71,981,635)?371,725,900

Variable rate instruments:

Item20242023
Effective interest rateAmountsEffective interest rateAmounts
Financial assets
- Cash at bank0.20% - 0.35%1,718,853,5380.20% - 1.61%1,638,418,696
Financial liabilities??
- Short-term loans1Year LPR - 0.95%(50,000,000)1 year LPR 0.95%(100,000,000)
- Short-term loansBBSW+1.5%(26,365,950)1.81% - 2.54%(23,272,320)
- Short-term loans3.41% - 4.65%(41,816,149)3.90% - 6.95%(145,146,984)
- Long-term loans (including the portion due within one year)3.41% - 7.59%(105,456,413)2.00% - 7.59%(119,266,812)
Total?1,495,215,026?1,250,732,580

(2) Sensitivity analysis

Management of the Group believes interest rate risk on bank deposit is not significant,therefore does not disclose sensitivity analysis for interest rate risk.

As at 31 December 2024, based on assumptions above, it is estimated that a generalincrease of 50 basis points in interest rates, with all other variables held constant, woulddecrease the Group’s equity by RMB 838,644 (2023: RMB1,453,823), and net profit by RMB838,644 (2023: RMB1,453,823).

The sensitivity analysis above indicates the instantaneous change in the net profit and equitythat would arise assuming that the change in interest rates had occurred at the balancesheet date and had been applied to re-measure those financial instruments held by theGroup which expose the Group to fair value interest rate risk at the balance sheet date. Inrespect of the exposure to cash flow interest rate risk arising from floating rate non-derivativeinstruments held by the Group at the balance sheet date, the impact on the net profit andequity is estimated as an annualised impact on interest expense or income of such a changein interest rates.

4 Foreign currency risk

In respect of cash at bank and on hand, accounts receivable and payable, short-term loansdenominated in foreign currencies other than the functional currency, the Group ensures thatits net exposure is kept to an acceptable level by buying or selling foreign currencies at spotrates when necessary to address short-term imbalances.

(1) As at 31 December, the Group’s exposure to main currency risk arising from recognised

assets or liabilities denominated in foreign currencies is presented in the following tables.For presentation purposes, the amounts of the exposure are shown in Renminbi, translatedusing the spot rate at the balance sheet date. Differences resulting from the translation ofthe financial statements denominated in foreign currency are excluded.

20242023
Balance at foreign currencyBalance at RMB equivalentBalance at foreign currencyBalance at RMB equivalent
Cash at bank and on hand
- USD906,5746,516,817308,2292,184,232
- EUR62,611471,19567523
- HKD21217196
Short-term loans????
- USD13,375,00097,958,24713,625,00096,562,141

(2) The following are the exchange rates for Renminbi against foreign currencies applied by the

Group:

Average rateBalance sheet date mid-spot rate
2024202320242023
USD7.12177.05587.18847.0871
EUR7.72487.66897.52577.8592
HKD0.91270.90110.92600.9062

(3) Sensitivity analysis

Assuming all other risk variables remained constant, a 5% strengthening of the Renminbiagainst the US dollar, Euro dollar and HK dollar at 31 December would have impact on theGroup’s equity and net profit by the amount shown below. whose effect is in Renminbi andtranslated using the spot rate at the year-end date:

EquityNet profit
31 December 2024
USD3,433,6493,433,649
EUR(17,200)(17,200)
HKD--
Total3,416,4493,416,449
31 December 2023
USD3,539,1723,539,172
EUR(20)(20)
HKD(7)(7)
Total3,539,1453,539,145

A 5% weakening of the Renminbi against the US dollar, Euro dollar and HK dollar at 31December would have had the equal but opposite effect to the amounts shown above, on thebasis that all other variables remained constant.

X. Fair value disclosure

All financial assets and financial liabilities held by the Group are carried at amounts notmaterially different from their fair value at 31 December 2024 and 31 December 2023.

XI. Related parties and related party transactions

1 Information about the parent of the Company

Company nameRegistered placeBusiness natureRegistered capitalShareholding percentage (%)Percentage of voting rights (%)Ultimate controlling party of the Company
Changyu GroupYantaiManufacturing50,000,00051.4%51.4%Jointly controlled by Yantai GuoFeng Investment Holding Ltd, ILLVA SARONNO HOLDING SPA, International Finance Corporation and Yantai Yuhua Investment and Development Company Limited.

The registered capital of the parent company did not change in 2024, while the parent company’s shareholding percentage and proportion ofvoting rights changed from 49.9% to 51.4%.

2 Information about the subsidiaries of the Company

For information about the subsidiaries of the Company, refer to Note VIII.1.

3 Information on other related parties

Name of other related partiesRelated party relationship
Yantai Shenma Packaging Co., Ltd. (“Shenma Packaging”)Controlled by the same parent company
Yantai Zhongya Zhibao Pharmaceutical Co., Ltd. (“Zhongya Zhibao”)Information on the Group’s directors, supervisors and the senior management
Shanghai Yufeng Brand Management Co., Ltd.("Shanghai Yufeng”)Associate of the Group
Taizhou Changyu Winery Wine Sales Co., Ltd.("Taizhou Changyu”)Associate of the Group
Yantai Guolong Wine Industry Co., Ltd (“Yantai Guolong”)Associate of the Group
Societe Civile Argricole Du Chateau De Mirefleurs (“Mirefleurs”)Subsidiaries of the joint venture
CHATEAU DE LIVERSAN (“LIVERSAN”)Subsidiaries of the joint venture
Yantai Changyu Wine Culture Museum ("Museum")Non profit organizations associated with the company

4 Transactions with related parties

(1) Product procurement

Related partiesNature of transaction20242023
Shenma PackagingProduct procurement67,118,46283,991,232
Zhongya ZhibaoProduct procurement63,910152,932
MirefleursProduct procurement5,940,4767,844,108
LIVERSANProduct procurement2,997,3122,602,967
Total76,120,16094,591,239

(2) Sales of goods

Related partiesNature of transaction20242023
Zhongya ZhibaoSales of goods4,977,2964,306,827
Shanghai YufengSales of goods1,747,0065,691,239
Shenma PackagingSales of goods119,317121,548
Yantai GuolongSales of goods13,221,5199,152,265
Taizhou ChangyuSales of goods4,329,478-
Total24,394,61619,271,879

(3) Purchase of fixed assets

Related parties of the CompanyNature of transaction20242023
Shenma PackagingPurchase of fixed assets219,8211,592,698
Total219,8211,592,698

(4) Leases

(a) As the lessor

Name of lesseeType of assets leasedLease income recognised in 2024Lease income recognised in 2023
Shenma PackagingOffices and plants1,549,4101,549,410
Zhongya ZhibaoOffices and plants963,810963,810
MuseumOffices382,110-
Total2,895,3302,513,220

(b) As the lessee

Name of lessorType of assets leasedLease expense recognised in 2024Lease expense recognised in 2023
Changyu GroupOffice buildings1,548,8991,612,118
Changyu GroupOffices and plants1,396,3401,394,762
Changyu GroupOffices and plants4,189,0204,184,286
Changyu GroupOffices and commercial building6,484,5587,057,143
Total13,618,81714,248,309

(5) Remuneration of key management personnel

Item20242023
Remuneration of key management personnel10,298,39912,846,007

(6) Other related party transactions

Related partiesNature of transaction20242023
Changyu GroupTrademarks17,770,74327,515,798

Pursuant to a royalty agreement dated 18 May 1997, starting from 18 September 1997, theGroup may use certain trademarks of Changyu Group, which have been registered with thePRC Trademark Office. An annual royalty fee at 2% of the Group’s annual sales is payableto Changyu Group. The license is effective until the expiry of the registration of thetrademarks.

On 18 May 2019, the general meeting of shareholders approved the proposal of theamendment to the royalty agreement. Article 6.1 of the royalty agreement with ChangyuGroup was amended to: During the validity period of this contract, the Group pays ChangyuGroup royalty on an annual basis. The royalty is calculated based on 0.98% of the salesvolume of the Group ‘s contract products using this trademark. The article 6.3 is amendedto: The royalty paid to the Changyu Group by the Group shall not be used to promote thistrademark and the contract products.

The Group incurred a trademark usage fee of RMB17,770,743 this year.

5 Receivables from and payables to related parties

Receivables from related parties

ItemRelated party20242023
Book valueProvision for bad and doubtful debtsBook valueProvision for bad and doubtful debts
Accounts receivableZhongya Zhibao1,041,8391,1261,476,2622,670
Accounts receivableMuseum416,500450--
Accounts receivableShanghai Yufeng-?-?2,925,0455,290
PrepaymentsMirefleurs5,346,651-?6,642,165-
PrepaymentsShenma Packaging112,579-?--

Payables to related parties

ItemRelated party20242023
Accounts payableShenma Packaging20,649,26127,358,723
Accounts payableZhongya Zhibao1,133,3622,066
Accounts payableShanghai Yufeng7,318-
Contract liabilitiesTaizhou Changyu5,927,230-
Contract liabilitiesYantai Guolong51,69614,840,000
Contract liabilitiesShenma Packaging11,835-
Other payablesChangyu Group18,630,74227,515,798
Other payablesShenma Packaging400,000400,000
Other payablesYantai Guolong50,000-

XII. Capital management

The Group’s primary objectives when managing capital are to safeguard its ability to continueas a going concern, so that it can continue to provide returns for shareholders, by pricingproducts and services commensurately with the level of risk and by securing access tofinance at a reasonable cost.

The Group’s capital structure is regularly reviewed and managed to achieve an optimalstructure and return for shareholders. Factors for the Group’s consideration include: itsfuture funding requirements, capital efficiency, actual and expected profitability, expectedcash flows, and expected capital expenditure. Adjustments are made to the capital structurein light of changes in economic conditions affecting the Group.

Neither the Company nor any of its subsidiaries are subject to externally imposed capitalrequirements.

XIII. Share-based payments

1 Equity instruments

(1) Share options or other equity instruments outstanding at the end of the year

Type of granteesGranted during the yearExercised during the yearUnlocked during the yearForfeited during the year
QuantityAmountQuantityAmountQuantityAmountQuantityAmount
Some directors, the senior management, the middle management and core technical (operational) cadre----1,720,49526,220,343425,6666,487,150

(2) Equity-settled share-based payments

Pursuant to the Proposal on the Company’s 2023 Restricted Share Incentive Plan (Draft) andRelevant Summary and the Proposal on the Request for the Authorisation to the Board ofDirectors by the General Meetings of Shareholders to Handle Matters related to theCompany’s 2023 Restricted Share Incentive Plan passed by resolutions in the Group’s 2022General Meetings of Shareholders held on 26 May 2023 as well as the Proposal on theAdjustments to Matters related to 2023 Restricted Share Incentive Plan and the Proposal onthe Granting of Restricted Shares to Incentive Objects under the 2023 Restricted ShareIncentive Plan reviewed and passed in the 2023 first extraordinary Board meeting held on 26June 2023, the Group determined to grant 6,850,000 restricted shares to 204 incentiveobjects at a grant price of RMB15.24 per share on 26 June 2023 (the grant date). A total of203 incentive objects of the Group actually subscribed for 6,785,559 restricted shares at agrant price of RMB15.24 per share. The transaction increased the Company’s registeredcapital by RMB6,785,559, increased the capital reserve by RMB96,626,360.

All restricted shares granted to incentive objects are subject to different restricted salesperiods, which are respectively 12 months, 24 months and 36 months from the date ofcompletion of the grant registration of the restricted shares granted to the incentive objects.The restricted shares granted to the incentive objects under the Restricted Share IncentivePlan shall not be transferred, pledged as collateral or to repay debts during the restrictedsales periods. All restricted shares granted to incentive objects will be unlocked in threephases after 12 months from the grant date, with the proportion of unlocking in each phasebeing 30%, 30% and 40%, respectively, corresponding to unlocking dates of one year, twoyears and three years from the grant date. The actual unlocked shares shall be linked to theperformance appraisal for each year.

When the Company’s performance meets the corresponding criteria, the unlockingproportion of the above-mentioned restricted shares is determined based on the businessperformance of the incentive object’s operation and the contribution value of the incentiveobject. The Company will repurchase the locked restricted shares at the granted price of theincentive objects if the unlocked criteria stipulated in this plan are not met, and the incentiveobject shall not unlock the restricted shares for the current period.

The Group convened the Second Meeting of the Remuneration Committee of the Board ofDirectors for 2024, the Fourth Extraordinary Board Meeting for 2024 and the SecondExtraordinary Supervisory Committee Meeting for 2024 on 22 July 2024, at which theProposal on Satisfaction of the Release of Lock-up Shares Granted under the Company’s2023 Restricted Share Incentive Plan in the First Unlocking Period and the Proposal on theRepurchase and Cancellation of Certain Restricted Shares Granted under the Company’s2023 Restricted Share Incentive Plan and Adjustment of Repurchase Price were reviewedand approved. The Proposal on the Repurchase and Cancellation of Certain RestrictedShares Granted under the Company’s 2023 Restricted Share Incentive Plan and Adjustmentof Repurchase Price was reviewed and approved according to the resolution of the ThirdExtraordinary General Meeting on 8 August 2024. 172 incentive participants held the firsttranche of restricted shares eligible for unlocking in 2024, and the total number of restrictedshares unlocked was 1,720,495. These unlocked shares were listed and traded on 6 August2024. The transaction resulted in a decrease of RMB26,220,343 in treasury shares. Someincentive participants no longer met the conditions of the Company’s 2023 Restricted ShareIncentive Plan as they have left the Company due to individual reasons or got job transfer,and 157,790 restricted shares that have been granted to them but not yet unlocked wererepurchased and cancelled. 267,876 restricted shares that cannot be unlocked during thefirst unlocking period due to personal performance appraisal results were repurchased andcancelled. The number of restricted shares that have been repurchased and cancelled were425,666 in total. The transaction resulted in a decrease of RMB425,666 in the Group’s sharecapital, a decrease of RMB6,061,484 in capital reserve, and a decrease of RMB 6,487,150 intreasury shares.

As at 31 December 2024, the total costs of equity-settled share-based payments in theconsolidate financial statements for the year were RMB4,016,468, and the accumulatedamount of equity-settled share-based payments recognised in the capital reserve for the yearamounted to RMB26,719,287.

XIV. Commitments and contingencies

1 Significant commitment

(1) Capital commitments

Item20242023
Long-term assets acquisition commitment41,228,000?50,057,140
Total41,228,000?50,057,140

(2) Operating lease commitments

As at 31 December, the total future minimum lease payments under non-cancellableoperating leases of the Group’s properties were payable as follows:

Item20242023
Within 1 year (inclusive)-?50,000
Total-?50,000

2 Contingencies

The Group do not have any significant contingencies as at balance sheet date.

XV. Subsequent events

1 Distribution of dividends on ordinary shares approved after the balance sheet date

According to the proposal of the Board of Directors on 16 April 2025, the Company intendsto distribute cash dividend totaling RMB268,729,560 to all shareholders of 671,823,900capital shares for the year ended 31 December 2024 on the basis of RMB 4 (including tax)for every 10 shares. The proposal is subject to the approval by the Shareholders’ meeting.This distribution of profit in cash has not been recognised as a liability at the balance sheetdate.

XVI. Other significant items

1 Segment reporting

The Group is principally engaged in the production and sales of wine, brandy, and sparklingwine in China, France, Spain, Chile and Australia. In accordance with the Group’s internalorganisation structure, management requirements and internal reporting system, the Group’soperation is divided into five parts: China, Spain, France, Chile and Australia. Themanagement periodically evaluates segment results, in order to allocate resources andevaluate performances. In 2024, over 82% of revenue, more than 93% of profit and over91% of non-current assets derived from China/are located in China. Therefore, the Groupdoes not need to disclose additional segment report information.

XVII. Notes to the Company’s financial statements

1 Receivables under financing

ItemNote20242023
Bills receivable(1)13,110,29736,322,019
Total13,110,29736,322,019

(1) The pledged bills receivable of the Company at the end of the year

As at 31 December 2024, there was no pledged bills receivable (31 December 2023: Nil).

(2) Outstanding derecognised endorsed bills that have not matured at the end of the year

ItemAmount recognised at year end
Bank acceptance bills60,323,326
Total60,323,326

As at 31 December 2024, derecognised bills endorsed by the Company to other partieswhich are not yet due at the end of the period is RMB 60,323,326 (31 December 2023: RMB53,825,102). The notes are used for payment to suppliers. The Company believes that dueto good reputation of bank, the risk of notes not accepting by bank on maturity is very low,therefore derecognise the note receivables endorsed. If the bank is unable to pay the noteson maturity, according to the relevant laws and regulations of China, the Company wouldundertake limited liability for the notes.

2 Other receivables

Note31 December 202431 December 2023
Dividends receivable(1)130,000,000-
Others(2)822,762,563576,949,997
Total952,762,563576,949,997

(1) Dividends receivable

Item31 December 202431 December 2023
Dividends to subsidiaries130,000,000-
Total130,000,000?-

(2) Others

(a) Others by customer type:

Customer type31 December 202431 December 2023
Amounts due from subsidiaries615,371,507574,127,885
Amounts due from related parties207,391,0562,822,112
Sub-total822,762,563576,949,997
Less: Provision for bad and doubtful debts-?-
Total822,762,563576,949,997

(b) The ageing analysis is as follows:

Ageing20242023
Within 1 year (inclusive)822,658,091576,845,525
Over 1 year but within 2 years (inclusive)-?-
Over 2 years but within 3 years (inclusive)-?-
Over 3 years104,472104,472
Sub-total822,762,563576,949,997
Less: Provision for bad and doubtful debts--
Total822,762,563576,949,997

The ageing is counted starting from the date.

(c) Movements of provisions for bad and doubtful debts

As at 31 December 2024, no bad and doubtful debt provision was made for otherreceivables (31 December 2023: Nil).

As at 31 December 2024, the Company has no other receivables written off (31December 2023: Nil).

(d) Others categorised by nature

Nature of other receivables20242023
Amounts due from subsidiaries615,371,507574,127,885
Compensation receivable for the disposal of a vineyard (Note V.6)200,666,088-
Others6,724,9682,822,112
Sub-total822,762,563576,949,997
Less: Provision for bad and doubtful debts-?-
Total822,762,563576,949,997

(e) Five largest others-by debtor at the end of the year

DebtorNature of the receivableBalance at the end of the yearAgeingPercentage of ending balance of others (%)Ending balance of provision for bad and doubtful debts
Company ICompensation receivable for the disposal of a vineyard200,666,088Within 1 year24.4%-
DicotAmounts due from subsidiaries138,187,227Within 1 year16.8%-
Sales CompanyAmounts due from subsidiaries135,160,033Within 1 year16.4%-
Kilikanoon AustraliaAmounts due from subsidiaries56,668,527Within 1 year and 1-2 years6.9%-
Pioneer InternationalAmounts due from subsidiaries12,290,287Within 1 year1.5%-
Total542,972,16266.0%-

3 Long-term equity investments

(1) Long-term equity investments by category:

Item20242023
Book valueProvision for impairmentCarrying amountBook valueProvision for impairmentCarrying amount
Investments in subsidiaries7,737,521,508(48,288,589)7,689,232,9197,690,772,693(42,274,055)7,648,498,638
Total7,737,521,508(48,288,589)7,689,232,9197,690,772,693(42,274,055)7,648,498,638

(2) Investments in subsidiaries:

SubsidiaryBalance at the beginning of the yearAdditions during the year- Purchase of equityAdditions/ (Decrease) during the year - Equity IncentivesDecrease during the yearBalance at the end of the yearBalance of provision for impairment at the end of the year
Kylin Packaging23,543,435-10,496-23,553,931-
Chateau Changyu29,273,059-8,713-29,281,772-
Pioneer International5,934,696-(1,469,982)-4,464,714-
Ningxia Growing36,573,247---36,573,247-
National Wines2,000,000---2,000,000-
Golden Icewine Valley63,431,49422,200,0006,978-85,638,472-
Chateau Beijing588,633,661-14,554-588,648,215-
Sales Company21,259,694-(2,307,582)-18,952,112-
Wine Sales5,333,190-(224,024)-5,109,166-
Shanghai Marketing1,000,000---1,000,000-
Beijing Sales850,000---850,000-
Jingyang Wine900,000---900,000-
Ningxia Wine222,309,388---222,309,388-
Chateau Ningxia453,747,514-12,770-453,760,284-
Chateau Tinlot212,039,586---212,039,586-
Chateau Shihezi812,303,784-8,115-812,311,899-
Chateau Changan804,197,217-8,713-804,205,930-
R&D Centre3,290,230,714-37,836-3,290,268,550-
Huanren Wine22,200,000--(22,200,000)--
Wine Sales Company5,102,210-2,920-5,105,130-
Francs Champs236,025,404---236,025,404-
Dicot233,142,269---233,142,26911,225,459
Chile Indomita Wine Group274,248,114---274,248,114-
Australia Kilikanoon Estate129,275,6391,883,538--131,159,17737,063,130
Digital Marketing1,186,12149,000,0005,318-50,191,439-
Chateau Koya110,328,128-9,375-110,337,503-
Shanghai Weimeisi7,910,985---7,910,985-
Culture Development92,621,574-27,986-92,649,560-
Development Zone Trading861,192-(23,587)-837,605-
Penglai sales1,104,339-(272,727)-831,612-
Longkou sales1,611,286---1,611,286-
Laizhou sales84,916-2,426-87,342-
Yantai Roullet Fransac244,217-6,979-251,196-
Museum265,162---265,162-
Window of the Wine City470,134---470,134-
AFIP Tourism162,952---162,952-
Meeting Center102,210---102,210-
Ningxia Trading162,952---162,952-
Creighton Catering102,210---102,210-
Total7,690,772,69373,083,538(4,134,723)(22,200,000)7,737,521,50848,288,589

For information about the subsidiaries of the Company, refer to Note VIII.

4 Operating income and operating costs

Item20242023
IncomeCostIncomeCost
Principal activities557,517,562494,323,439723,412,525615,998,040
Other operating activities4,561,2092,555,8987,746,4295,638,524
Total562,078,771496,879,337731,158,954621,636,564
Including: Revenue from contracts with customers557,517,562494,323,439723,412,525615,998,040
Rent income4,561,2092,555,8987,746,4295,638,524

Disaggregation of revenue from contracts with customers:

Type of contract20242023
By type of goods or services
- Liquor557,517,562723,412,525
By timing of transferring goods or services??
- Revenue recognised at a point in time557,517,562723,412,525

5 Investment income

Item20242023
Income from long-term equity investments accounted for using cost method368,167,007476,632,356
Income from long-term equity investments accounted for using equity method-54,935
Loss from disposal of subsidiaries and long-term equity investment-(37,436,762)
Total368,167,007439,250,529

6 Transactions with related parties

(1) Product procurement

Related partiesNature of transaction20242023
Subsidiary of the parent companyProduct procurement214,788,248292,073,183
Other related parties of the CompanyProduct procurement36,256,00943,934,847
Total251,044,257336,008,030

(2) Sales of goods

Related partiesNature of transaction20242023
Subsidiary of the parent companySales of goods590,568,772787,731,546
Other related parties of the CompanySales of goods3,626,1593,184,145
Total594,194,931790,915,691

(3) Guarantee

The Company as the guarantor

Guarantee holderCurrencyAmount of guaranteeInception date of guaranteeMaturity date of guaranteeGuarantee expired (Y/N)
Australia Kilikanoon EstateAUD5,850,0001 September 20232 March 2026N

(4) Leases

(a) As the lessor

Name of lesseeType of assets leasedLease income recognised in 2024Lease income recognised in 2023
Other related parties of the CompanyOffices and plants2,513,2202,513,220
Subsidiary of the parent companyOffices buildings85,71485,714
Total2,598,9342,598,934

(b) As the lessee

Name of lessorType of assets leasedLease expense recognised in 2024Lease expense recognised in 2023
Other related parties of the CompanyOffice buildings1,396,3401,394,762
TotalOffice buildings1,396,3401,394,762

7 Receivables from and payables to related parties

Receivables from related parties

ItemRelated party20242023
Book valueProvision for bad and doubtful debtsBook valueProvision for bad and doubtful debts
Accounts receivablesOther related parties of the Company227,042245727,1231,298
PrepaymentsOther related parties of the Company5,344,237-?4,472,159-
Other receivablesSubsidiary of the parent company745,371,507-?574,127,885-
Other non-current assetsSubsidiary of the parent company1,864,430,000-?1,934,430,000-

Payables to related parties

ItemRelated party20242023
Accounts payableOther related parties of the Company5,528,10813,895,970
Other payablesSubsidiary of the parent company441,845,995441,681,129
Other payablesOther related parties of the Company400,000400,000

XVIII. Extraordinary gains and losses in 2024

ItemAmount
(1)Profit and loss from disposal of non-current assets132,116,926
(2)Government grants recognised through profit or loss (except for those which are closely related to the company’s normal operations, which the company is entitled to under established standards in accordance with government policies and which have a continuing impact on the profits and losses of the company)? 52,613,910
(3)Other non-operating income and expenses besides items above1,244,856
Sub-total185,975,692
(4)Tax effect(6,873,074)
(5)Effect on non-controlling interests after taxation(4,956,976)?
Total174,145,642?

Note: Extraordinary gain and loss items (1) to (3) listed above are presented in the amount

before taxation.

XIX. Return on net assets and earnings per share

1 Calculation of earnings per share

(1) Basic earnings per share

For calculation of the basic earnings per share, please refer to Note V.49.

(2) Basic earnings per share excluding extraordinary gain and loss

Basic earnings per share excluding extraordinary gain and loss is calculated as dividingconsolidated net profit excluding extraordinary gain and loss attributable to ordinaryshareholders of the Company by the weighted average number of ordinary sharesoutstanding:

20242023
Consolidated net profit attributable to ordinary shareholders of the Company305,210,999532,438,907
Extraordinary gains and losses attributable to ordinary shareholders of the Company174,145,64268,365,214
Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary equity shareholders131,065,357464,073,693
Weighted average number of ordinary shares outstanding684,370,832685,464,000
Basic earnings per share excluding extraordinary gain and loss (RMB/share)0.190.68

(3) Diluted earnings per share

For calculation of the diluted earnings per share, please refer to Note V.49.

(4) Diluted earnings per share excluding extraordinary gains and losses

Diluted earnings per share excluding extraordinary gains and losses is calculated by dividingconsolidated net profit excluding extraordinary gains and losses attributable to ordinaryshareholders of the Company (diluted) by the weighted average number of ordinary sharesoutstanding (diluted):

20242023
Consolidated net profit attributable to ordinary shareholders of the Company (diluted)305,210,999532,438,907
Extraordinary gains and losses attributable to ordinary shareholders of the Company174,145,64268,365,214
Consolidated net profit excluding extraordinary gains and losses attributable to the Company’s ordinary equity shareholders (diluted)131,065,357464,073,693
Weighted average number of ordinary shares outstanding (diluted)684,370,832685,670,893
Diluted earnings per share excluding extraordinary gains and losses (RMB/share)0.190.68

2 Calculation of weighted average return on net assets

(1) Weighted average return on net assets

Weighted average return on net assets is calculated as dividing consolidated net profitattributable to ordinary shareholders of the Company by the weighted average amount ofconsolidated net assets:

20242023
Consolidated net profit attributable to ordinary shareholders of the Company305,210,999532,438,907
Weighted average amount of consolidated net assets10,773,554,81710,684,054,057
Weighted average return on net assets2.83%4.98%

Calculation of weighted average amount of consolidated net assets is as follows:

20242023
Consolidated net assets at the beginning of the year10,841,500,98810,579,053,733
Effect of consolidated net profit attributable to ordinary shareholders of the Company140,140,353270,707,233
Effects of Restricted Share Incentive Plan9,251,61515,367,878
Acquisition of non-controlling interests (Note VIII.2)(715,809)(1,140,487)
Effect of shares repurchased (Note V.32)(14,840,361)-
Effect of cash dividends (Note V.36)(201,781,969)(179,934,300)
Weighted average amount of consolidated net assets10,773,554,81710,684,054,057

(2) Weighted average return on net assets excluding extraordinary gain and loss

Weighted average return on net assets excluding extraordinary gain and loss is calculated asdividing consolidated net profit excluding extraordinary gain and loss attributable to ordinaryshareholders of the Company by the weighted average amount of consolidated net assets:

20242023
Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary equity shareholders131,065,357464,073,693
Weighted average amount of consolidated net assets10,773,554,81710,684,054,057
Weighted average return on net assets excluding extraordinary gain and loss1.22%4.34%

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