Stock Code: 000869, 200869 Stock Abbreviation: Changyu A, Changyu B Notice No.: Final 2020-04
Yantai Changyu Pioneer Wine Co., Ltd.
2020 Third Quarter Report Main Body
October 2020
I. Important Notice
The board of directors, the board of supervisors, directors, supervisors and senior executivesof the Company guarantee the truthfulness, accuracy and completeness of the contentscontained in the third quarter report with no false records, misleading statements orsignificant omissions, and undertake individual and joint legal liabilities.
All directors attended the meeting for deliberating this quarter report.
Mr. Zhou Hongjiang (Person in charge of the Company), Mr. Jiang Jianxun (Person incharge of accounting work) and Mrs. Guo Cuimei (Person in charge of accounting organ &Accountant in charge) assure the truthfulness, accuracy and completeness of the financialstatements in the third quarter report.
II. Corporate Information
1. Key accounting data and financial indicators
Whether the Company makes retroactive adjustments or restates the accounting data of previous fiscal years.?Yes ?No
The reason of makes retroactive adjustments or restates: business combination under the same control
| The end of this report period | The end of last year | More or less than last year (%) | ||||||||
| Before adjustment | After adjustment | After adjustment | ||||||||
| Total assets (CNY) | 13,049,517,856 | 13,647,932,568 | 13,767,237,838 | -5.21% | ||||||
| Net assets attributed to the shareholders of the listed company (CNY) | 10,198,945,037 | 10,308,910,198 | 10,401,071,088 | -1.94% | ||||||
| This report period | Same period of last year | More or less than last year (%) | From the beginning of the year to the end of this report period | Same period of last year | More or less than last year (%) | |||||
| Before adjustment | After adjustment | After adjustment | Before adjustment | After adjustment | After adjustment | |||||
| Operating income (CNY) | 774,191,143 | 968,100,175 | 980,743,772 | -21.06% | 2,192,739,690 | 3,526,374,960 | 3,553,926,816 | -38.30% | ||
| Net profit attributed to the shareholders of the listed company (CNY) | 85,120,851 | 125,557,834 | 130,147,686 | -34.60% | 403,760,926 | 728,961,623 | 740,898,517 | -45.50% | ||
| Net profit attributed to the shareholders of the listed company after deducting the extraordinary gains and | 73,406,867 | 119,702,422 | 119,702,422 | -38.68% | 340,173,716 | 672,193,117 | 672,193,117 | -49.39% | ||
losses (CNY)
| losses (CNY) | ||||||||
| Net cash flow from operating activities (CNY) | 268,955,826 | 145,855,707 | 150,903,125 | 78.23% | 252,437,074 | 645,331,713 | 656,726,875 | -61.56% |
| Basic earnings per share (CNY/share) | 0.12 | 0.18 | 0.19 | -36.84% | 0.59 | 1.06 | 1.08 | -45.37% |
| Diluted earnings per share (CNY/share) | 0.12 | 0.18 | 0.19 | -36.84% | 0.59 | 1.06 | 1.08 | -45.37% |
| Weighted average for earning rate of the net assets | 0.92% | 1.31% | 1.37% | -0.45% | 3.85% | 7.38% | 7.50% | -3.65% |
Details of extraordinary profit and loss?Available ?Not available
Unit：CNY
Item
| Item | Amount from the beginning of the year to the end of report period | Explanation |
| Disposal gains and losses for non-current assets, including the reversal of accrued impairment provision | -1,124,290 | |
| Government grants credited in current profit and loss (except for those recurring government grants that are closely related to the entity's operation, in line with related regulations and have proper basis of calculation) | 65,451,990 | |
| Current net profit and loss of subsidiary arising from business combination under the same control for the current period from the beginning of the period to the date of the merger | 12,943,426 | |
| Other non-operating income and expenses in addition to above items | 4,701,227 | |
| Less: Income tax effect | 17,066,302 | |
| Minority interests effect (after-tax) | 1,318,841 | |
| Total | 63,587,210 | -- |
The reasons shall be made clear and definitely as to the extraordinary profit and loss that theCompany has defined by virtue of the Explanatory Announcement on Public Company’sInformation Disclosure No.1 - Extraordinary Profit and Loss and as to regarding the extraordinaryprofit and loss as recurrent profit and loss as specified in the Explanatory Announcement on PublicCompany’s Information Disclosure No.1 - Extraordinary Profit and Loss.?Available ?Not availableThere is no situation regarding the extraordinary profit and loss as defined and specified in theExplanatory Announcement on Public Company’s Information Disclosure No.1 - ExtraordinaryProfit and Loss as recurrent profit and loss.
2. The total number of shareholders and the shareholding of top 10 shareholders at the end
of the report period
1) The total number of common shareholders and the total number of preferredshareholders with recovered voting power as well as the shareholding of top 10shareholders
Unit: share
| Total number of common shareholders at the end of report period | 48,873 | Total number of preferred shareholders with recovered voting power at the end of report period (if have) | 0 |
The top 10 common shareholders
| The top 10 common shareholders | |||||||||
| Name of Shareholders | Character of shareholders | Shareholding ratio (%) | Number of holding shares | Number of restricted shares | Pledged or frozen | ||||
| Share status | Number | ||||||||
| YANTAI CHANGYU GROUP CO., LTD. | Domestic non-state-owned legal person | 50.40% | 345,473,856 | — | — | ||||
| GAOLING FUND,L.P. | Foreign legal person | 3.08% | 21,090,219 | — | — | ||||
| CHINA SECURITIES FINANCE CORP | State-owned legal person | 2.25% | 15,440,794 | — | — | ||||
| BBH BOS S/A FIDELITY FD - CHINA FOCUS FD | Foreign legal person | 2.02% | 13,822,699 | — | — | ||||
| SHENWAN HONGYUAN SECURITIES(HONG KONG) LIMITED | Foreign legal person | 1.20% | 8,228,333 | — | — | ||||
| FIDELITY PURITAN TRUST: FIDELITY SERIES INTRINSIC OPPORTUNITIES FUND | Foreign legal person | 0.93% | 6,350,762 | — | — | ||||
| GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED | Foreign legal person | 0.76% | 5,215,446 | — | — | ||||
| CENTRAL HUIJIN ASSET MANAGEMENT LTD. | State-owned legal person | 0.69% | 4,761,200 | — | — | ||||
| HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED-ACCOUNT CLIENT | Foreign legal person | 0.68% | 4,687,187 | — | — | ||||
| FIDELITY CHINA SPECIAL SITUATIONS PLC | Foreign legal person | 0.55% | 3,779,202 | — | — | ||||
| The shareholding of top 10 shareholders with unrestricted shares | |||||||||
| Name of Shareholders | Number of unrestricted shares held | Type of share | |||||||
| Type of share | Number | ||||||||
| YANTAI CHANGYU GROUP CO., LTD. | 345,473,856 | A share | 345,473,856 | ||||||
| GAOLING FUND,L.P. | 21,090,219 | B share | 21,090,219 | ||||||
| CHINA SECURITIES FINANCE CORP | 15,440,794 | A share | 15,440,794 | ||||||
| BBH BOS S/A FIDELITY FD - CHINA FOCUS FD | 13,822,699 | B share | 13,822,699 | ||||||
| SHENWAN HONGYUAN SECURITIES(HONG KONG) LIMITED | 8,228,333 | B share | 8,228,333 | ||||||
| FIDELITY PURITAN TRUST: FIDELITY SERIES INTRINSIC OPPORTUNITIES FUND | 6,350,762 | B share | 6,350,762 | ||||||
GUOTAI JUNAN SECURITIES(HONGKONG)LIMITED
| GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED | 5,215,446 | B share | 5,215,446 | |
| CENTRAL HUIJIN ASSET MANAGEMENT LTD. | 4,761,200 | A share | 4,761,200 | |
| HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED-ACCOUNT CLIENT | 4,687,187 | B share | 4,687,187 | |
| FIDELITY CHINA SPECIAL SITUATIONS PLC | 3,779,202 | B share | 3,779,202 | |
| The explanation for the associated relationship and accordant action of the top 10 shareholders | Yantai Changyu Group Company Limited has no associated relationship or accordant action relationship with the other 9 listed shareholders, and the relationship among the other shareholders is unknown. | |||
| Explanation for the top 10 shareholders who involved in financing activities and stock trading business(if any) | No | |||
Whether or not the Company’s top 10 common shareholders and top 10 common shareholders withunrestricted shares conduct agreed buy-back transaction during the report period? Yes ? NoThere are no top 10 common shareholders or top 10 common shareholders with unrestricted sharesin the Company conduct agreed buy-back transaction during the report period.
2) The total number of preferred shareholders and the shareholding of top 10 preferredshareholders
? Available ? Not available
III. Major Issue
1. Situation and reasons on changes in main financial data and financial index during the report period
? Available ? Not availableUnit: CNY
Item
| Item | Ending balance | Initial balance | Increase rate | Reason for change |
| Accounts receivable | 163,837,210 | 265,693,603 | -38.34% | Mainly due to decrease in trade receivables |
| Account prepaid | 22,130,403 | 67,840,190 | -67.38% | Mainly due to decrease in advance payment for raw materials |
| Other receivables | 65,496,611 | 24,380,907 | 168.64% | Mainly due to receivables from disposal of fixed assets |
| Interest receivable | 634,668 | 148,927 | 326.16% | Mainly due to increase in interest receivable of fixed deposit |
| Advance receipts | 131,429,639 | -100.00% | Mainly due to being included in contract liability in accordance with new Revenue Standards in 2020 | |
| Long-term borrowing | 203,994,136 | 128,892,501 | 58.27% | Mainly due to increase in long-term borrowing from the bank |
| Item | Amount in current period | Amount in last period | Increase rate | Reason for change |
| Operating income | 2,192,739,690 | 3,553,926,816 | -38.30% | Mainly due to decrease in product sales volume affected by COVID-19 |
| Selling expenses | 421,620,422 | 932,125,012 | -54.77% | Mainly due to reduce in marketing activities affected by COVID-19 |
| Loss of credit impairment (loss is listed with "-") | 3,125,029 | -2,183,171 | Not applicable | Mainly due to the turn back of provision for bad debts |
| Loss for impairment of assets | 5,083,785.00 | 1,691,320 | 200.58% | Mainly due to the turn back of preparation for assets |
(loss is listed with "-")
| (loss is listed with "-") | impairment | |||
| Net profits attributed to the owner of parent company | 403,760,926 | 740,898,517 | -45.50% | Mainly due to decrease in sales revenue affected by COVID-19 |
| Cash received from sales of goods and rending of services | 2,310,331,855 | 3,404,022,629 | -32.13% | Mainly due to decrease in sales revenue affected by COVID-19 |
| Sub-total of cash inflows of operating activities | 2,413,325,169 | 3,519,431,675 | -31.43% | Mainly due to decrease in sales revenue affected by COVID-19 |
| Net cash flow from operating activities | 252,437,074 | 656,726,875 | -61.56% | Mainly due to decrease in sales revenue affected by COVID-19 |
| Sub-total of cash inflows of investment activities | 82,752,204 | 175,995,217 | -52.98% | Mainly due to decrease in cash received from return of fixed deposit |
| Cash paid to acquire fixed assets, intangible asset and other long-term assets | 100,318,579 | 201,434,544 | -50.20% | Mainly due to decrease in cash invested in new project and continued project |
| Cash paid to acquire fixed deposit | 58,200,000 | 113,718,193 | -48.82% | Mainly due to decrease in fixed deposit |
2. Analysis explanation of the major issue’s progress as well as its influence and solution
? Available ? Not availableImplementation progress of share repurchases? Available ? Not availableImplementation progress of reducing repurchased shares by the way of centralized competitive bidding? Available ? Not available
3. The commitments that the Company’s actual controllers, shareholders, related parties, purchasers, the Company and other relatedparties do not implement completely exceeding the time limit within the report period
? Available ? Not available
Commitments
| Commitments | Commitment Party | Commitment Type | Commitment content | Commitment time | Commitment period | Implementation |
| Commitments at share reform | ||||||
| Commitments made in acquisition report or equity changes report | ||||||
| Commitments at asset restructuring | ||||||
| Commitments at the initial public offering or refinancing | Yantai Changyu Group Co., Ltd. | Solve horizontal competition | Non-horizontal competition | 1997.05.18 | Permanent | Has been fulfilling the commitment |
| Yantai Changyu Group Co., Ltd. | Define the use of trademark use fee | According to Trademark License Contract, the annual trademark use fee of trademarks including “张裕” (Changyu) paid by the Company to Yantai Changyu Group Co., Ltd. should be mainly used by Yantai Changyu Group Co., Ltd. to publicize trademarks including “张裕” (Changyu) and contractual products. | 1997.05.18 | 1997.05.18 to 2019.04.04 | According to Trademark License Contract, the annual trademark use fee charged by Yantai Changyu Group Co., Ltd. should be mainly used to publicize trademarks including “张裕” (Changyu) and contractual products. Except the period from 2013 to 2017 when Yantai Changyu Group Co., Ltd. Didn’t |
strictly fulfill thecommitment, YantaiChangyu Group Co.,Ltd. has been fulfillingthe commitment.
| strictly fulfill the commitment, Yantai Changyu Group Co., Ltd. has been fulfilling the commitment. | ||||||
| Equity incentive commitments | ||||||
| Commitments made to the minority shareholders of the Company | Yantai Changyu Group Co., Ltd. | Compensating unfulfilled commitment | The CNY231,768,615 that was not used for publicity of trademarks and contract products as promised will be offset by the four-year trademark use fee from 2019 to 2022. If insufficient, the shortfall would be filled in one time in 2023. If there is any excess, the excess portion of the trademark use fee would be collected from the year with excess occurrence. | 2019.04.04 | 2019.04.04 to 2023.12.31 | Has been fulfilling the commitment |
| Commitment under timely implementation or not | No | |||||
| For commitments that exceed the time limit and are not completed, specific reasons of not completing the implementation and the next step | According to Trademark License Contract (hereafter referred to as “this Contract”), Changyu Group promised that the annual trademark use fee paid by the Company to Changyu Group would be mainly used by Changyu Group to publicize these trademarks and contractual products. However, the above-mentioned “mainly” is not a specific number. During the implementation process, due to inconsistent understanding, it is easy to cause divergence and leads to problems. | |||||
From 2013 to 2017, Changyu Group collected a total of CNY420,883,902 trademark use fee, ofwhich 51% was used to publicize trademarks including Changyu and contract products withamount of CNY214,650,790. The amount has been used to publicize trademarks includingChangyu and contract products is CNY50,025,181, with a balance of CNY164,625,609.In 2018 and 2019, the trademark use fee collected of 2017 and 2018 is CNY155,623,907, ofwhich 51% is used to publicize trademarks including Changyu and contract products with amountof CNY79,368,193. The amount has been used to publicize trademarks including Changyu andcontract products is CNY12,225,187, with a balance of CNY67,143,006.Since 2013, the accumulated balance of Changyu Group using to publicize trademarks includingChangyu and contract products is CNY231,768,615.If Changyu Group is not able to implement the above-mentioned commitment owing to variousreasons, the Company will timely supervise and urge Changyu Group to fulfill its commitmentand request Changyu Group to raise funds through bank loaning, assets sales and equity sales etc.in order to implement the commitment.For detailed information, please refer to Announcement of Commitment Issues of Yantai ChangyuGroup Co., Ltd. disclosed on April 4
th
, 2019.
4. Financial assets investment
1) The situation of security investment
? Available ? Not availableThere is no security investment during the report period.
2) The situation of derivative investment
? Available ? Not availableThere is no derivative investment during the report period.
5. Progress of fund-raising investment project
? Available ? Not available
6. Prediction for 2020 annual business performance
Warning and cause explanation for the prediction that the cumulative net profit from the beginningof the year to the end of the next report period might be a loss or might occur a significant changecompared with the same period of last year? Available ? Not available
7. Major contracts during daily operations
? Available ? Not available
8. Entrusted financial management
? Available ? Not availableThere is no entrusted financial management during the report period.
9. The situation of illegal external guarantee
? Available ? Not availableThere is no illegal external guarantee during the report period.
10. The situation of non-operating fund occupation of controlling shareholders and relatedparties? Available ? Not availableThere is no non-operating fund occupation of controlling shareholders and related parties during thereport period.
11. The activity registration form of receptions, communication and interview etc. during thereport period
? Available ? Not availableThere is no reception, communication or interview etc. during the report period.
Yantai Changyu Pioneer Wine Co., Ltd.
Board of DirectorsOctober24
th
, 2020