泸州老窖：2018年年度报告（英文版）.PDF

2018 Annual Report of Luzhou Laojiao Co.,Ltd. 1 Luzhou Laojiao Co., Ltd. 2018 Annual Report April 2019 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 2 Section I Important Statements, Contents and Definitions The Board of Directors, Board of Supervisors, directors, supervisors and senior management guarantee that the information presented in this report is free of any false records, misleading statements or material omissions, and shall Individually and together be legally liable for truthfulness, accuracy and completeness of its contents. Mr. Liu Miao, responsible person for the Company, Ms. Xie Hong, responsible person for accounting work and Mr. Yan Li, responsible person for the Companys financial affairs (Accounting Supervisor) have warranted that the financial statements in this report are true and complete. Other directors attended the board meeting to deliberate this report by themselves except the following directors. Name of directors who did not attend the meeting in person Position of directors who did not attend the meeting in person Reason for not attending the meeting in person Name of deputies Liu Miao Chairman of the Board work Lin Feng Shen Caihong Director work Jiang Yuhui Affected by risks, uncertainties and assumptions, the forward-looking statements concerning business objectives and future plans made in this report based on the subjective assumptions and judgments of the future policies and economic conditions may be significantly different from the actual results. Such statements shall not be considered as virtual promises of the Company to investors, and the investors and relevant persons shall maintain adequate risk awareness and shall understand the differences between plans, forecasts and commitments. In the annual report, the potential risks in the operation of the Company have been disclosed. Investors are kindly reminded to pay attention to possible investment risks. The profit distribution plan approved by the board of directors: based on 1,464,752,476 shares, a cash dividend of CNY 15.50 (tax inclusive) will be distributed for every 10 existing shares held, 0 shares of bonus shares (tax inclusive), and reserves would not be converted into share capital. 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 3 Contents Section I Important Statements, Contents and Definitions 2 Section II Company Profile and Key Financial Results . 5 Section III Business Profile . 10 Section IV Performance Discussion and Analysis . 12 Section V Significant Events . 33 Section VI Changes in Shares and Information about Shareholders . 50 Section VII Preference Shares . 60 Section VIII Profiles of Directors, Supervisory, Senior Management and Employees . 61 Section IX Corporate Governance . 73 Section X Information about Corporate Bond . 79 Section XI Financial Report . 80 Section XII Documents Available for Preference . 211 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 4 Definitions Term Reference Definition Company, the Company, Luzhou Laojiao Refer to Luzhou Laojiao Co.,Ltd. Laojiao Group Refer to Luzhou Laojiao Group Co., Ltd. Xinglu Group Refer to Luzhou Xinglu Touzi Jituan Co., Ltd. SASAC of Luzhou Refer to State-owned Assets Supervision and Administration Commission of Luzhou Huaxi Securities Refer to Huaxi Securities Co.,Ltd. CICC Refer to China International Capital Corporation Limited Luzhou Bank Refer to Luzhou City Commercial Bank Sales Company Refer to Sales Company of Luzhou Laojiao Co., Ltd. Brewing Company Refer to Luzhou Laojiao Brewing Co., Ltd. 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 5 Section II Company Profile and Key Financial Results 1. Corporate information Stock abbreviation Luzhou Laojiao Stock code 000568 Stock exchange where the shares of the Company are listed Shenzhen Stock Exchange Name of the Company in Chinese 泸州老窖股份有限公司 Abbr. of the Company name in Chinese 泸州老窖 Name of the Company in English (if any) Luzhou Laojiao Co.,Ltd. Abbr. of the Company name in English (if any) LZLJ Legal representative Liu Miao Registered address Guojiao Square,Luzhou City, Sichuan Province, China Postal code 646000 Business address Luzhou Laojiao Marketing Network Command Center, Nanguang Road, Luzhou City, Sichuan Province, China Postal code 646000 Company website http:/ E-mail 2. Contact us Secretary of the board Representative for securities affairs Name Wang Hongbo Wang Chuan Address Luzhou Laojiao Marketing Network Command Center, Nanguang Road, Luzhou City, Sichuan Province, China Tel. (0830)2398826 (0830)2398826 Fax (0830)2398864 (0830)2398864 E-mail 3. Information disclosure and place where the annual report is kept Newspaper designated by the Company for information disclosure China Securities Journal, Securities Times, Securities Daily 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 6 Website designated by the China Securities Regulatory Commission (CSRC) for the publication of the Annual Report http:/www. Place where the annual report of the Company is kept Board office 4. Company registration and alteration Organization code 91510500204706718H Changes in main business activities since the Company was listed (if any) None Changes of controlling shareholders of the Company (if any) Before September 2009, the controlling shareholder was the SASAC of Luzhou. After the equity transfer in September 2009, the controlling shareholder was changed to Laojiao Group, but the actual controller is still the SASAC of Luzhou. 5. Other relevant information Accounting firm engaged by the Company Name of the accounting firm Sichuan Huaxin (Group) CPA Firm Business address of the accounting firm 28/F., South Jinmaolidu, NO.18 Ximianqiao Street, Chengdu City, Sichuan Province. Name of accountants for writing signature Feng Yuan, He Shoufu Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable N/A Name of sponsor Sponsor office address Name of sponsor representative Continuous supervision period China International Capital Corporation Limited 27-28/F., China World Office 2, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing Liu Zhiyang, Yu Yan 14 September 2017 to 31 December 2018 Huaxi Securities Co.,Ltd. No.198, Tianfu 2nd Street, High-tech Zone, Chengdu Wan Jiayou, Wang Yuxiang 14 September 2017 to 31 December 2018 Financial adviser engaged by the Company to continuously perform its supervisory function during the reporting period. Applicable N/A 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 7 6. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment to or restatement of accounting data due to changes of accounting policies and correction of accounting errors. Yes No 2018 2017 YoY Change 2016 Operating revenues (CNY) 13,055,465,761.55 10,394,867,493.46 25.60% 8,626,696,462.91 Net profits attributable to shareholders of the Company (CNY) 3,485,643,008.98 2,557,944,598.97 36.27% 1,957,193,264.50 Net profits attributable to shareholders of the Company before non-recurring gains and losses (CNY) 3,483,173,302.46 2,539,601,364.06 37.15% 1,937,347,061.00 Net cash flows from operating activities (CNY) 4,297,916,018.24 3,703,734,061.89 16.04% 2,749,562,800.75 Basic earnings per share (CNY/share) 2.380 1.798 32.37% 1.396 Diluted earnings per share (CNY/share) 2.380 1.798 32.37% 1.396 Weighted average ROE 21.81% 20.30% 1.51% 18.12% At the end of 2018 At the end of 2017 YoY Change At the end of 2016 Total assets (CNY) 22,604,929,596.42 19,755,761,074.20 14.42% 13,965,550,665.32 Net assets attributable to shareholders of the Company (CNY) 16,964,671,475.96 15,171,448,756.68 11.82% 11,009,813,755.50 7. Differences in accounting data under domestic and overseas accounting standards 7.1. Differences in the net profits and net assets disclosed in the financial reports prepared under the international and China accounting standards Applicable N/A No such differences for the reporting period. 7.2. Differences in the net profits and net assets disclosed in the financial reports prepared under the overseas and China accounting standards Applicable N/A No such differences for the reporting period. 8. Key financial results by quarter 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 8 Unit:CNY Q1 Q2 Q3 Q4 Operating revenues 3,369,965,694.45 3,050,367,825.98 2,842,562,257.01 3,792,569,984.11 Net profits attributable to shareholders of the Company 1,058,558,935.72 908,416,686.04 771,586,329.98 747,081,057.24 Net profits attributable to shareholders of the Company before non-recurring gains and losses 1,053,576,596.46 915,518,134.14 761,785,406.41 752,293,165.45 Net cash flows from operating activities 348,487,394.03 61,433,161.33 1,852,622,168.94 2,035,373,293.94 Whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports Yes No 9. Non-recurring profits and losses Applicable N/A Unit:CNY Item 2018 2017 2016 Note Profit or loss from disposal of non-current assets(including the write-off portion of the impairment provision) -13,885,991.18 -4,256,543.78 -18,725,437.47 See Section XI Note 7.35, 7.37 for details. Government grants accounted for, in the profit or loss for the current period (except for the government grants closely related to the business of the Company and given at a fixed amount or quantity in accordance with the national uniform standards) 22,342,598.30 27,087,985.92 23,093,620.00 See Section XI Note 7.33 for details. Net profit and loss of subsidiaries arising from business combination under the common control from the beginning of the period to the date of merger -269,195.68 28,973,078.45 Other non-operating income and expenditure except above-mentioned items -4,902,369.83 5,512,918.43 -14,466,203.67 See Section IX Note 7.36, 7.37 for details. Less: Corporate income tax 316,133.32 5,357,931.72 -3,386,951.90 Minority interests (after tax) 768,397.45 4,373,998.26 2,415,805.71 Total 2,469,706.52 18,343,234.91 19,846,203.50 - Explain the reasons if the Company classifies an item as a non-recurring profit/loss according to the definition in the Explanatory Announcement No. 1 on Information 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 9 Disclosure for Companies Offering Their Securities to the Public-Non-Recurring Profits and Losses, or classifies any non-recurring profit/loss item mentioned in the said explanatory announcement as a recurring profit/loss item. Applicable N/A No such cases for the reporting period. 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 10 Section III Business Profile 1. Business scope in the reporting period Whether the Company needs to comply with the required disclosure of special industry. No The Company stands on liquor subdivision industry which belongs to liquor, beverage and refined tea manufacturing industry with the specialized liquor product design, production and sales as the main business model. The main business is the research and development, production and sales of liquor series such as National Cellar 1573 and Luzhou Laojiao, and the main comprehensive performance indicators rank high in the liquor industry. Since 2018, the domestic liquor market has presented the characteristics of intensifying competition, significant concentration and industry growth slowing down. Facing such industry development trends, the Company insisted on building the Four Pillars system including Big brand, Big innovation, Big project and Big expansion to promote the solid and rapid development. During the reporting period, the Company made new achievements in brand building, and firmly occupied the brand commanding heights of strong-flavor originator, strong-flavor national liquor and strong-flavor authentic brand. The scale of the Company has reached a new level. The sales scale, total assets and shareholders equity have all exceeded the historical best level. New breakthroughs have been made in innovation and development. Progress has been made in the building of science and technology platforms in quality and product innovation, and in the construction of major projects. Corporate governance and team building have taken on a new look, and the fine style of one team, one department, one staff has been well maintained and carried forward. At the same time of accelerating development, the Company takes the initiative to shoulder the social responsibility of listed companies, and continues to make outstanding contributions to poverty alleviation and economic and social development. 2. Significant changes in the main assets 2.1. Significant changes in the main assets Main assets Reasons for any significant change Equity assets N/A Fixed assets N/A Intangible assets N/A 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 11 Main assets Reasons for any significant change Construction in progress The closing balance increased by CNY 1,433,225,253.91 compared to opening balance, indicating an increase of 91.45 percent. It was mainly due to the construction of technical renovation project of brewing industry according to the plan and the project input increases year by year. 2.2. Main assets overseas Applicable N/A 3. Analysis of core competitiveness Whether the Company needs to comply with the required disclosure of special industry. No The core competitiveness of the company has not changed during the reporting period. 2018 Annual Report of Luzhou Laojiao Co.,Ltd. 12 Section IV Performance Discussion and Analysis 1. Overview In 2018, the Company insisted on Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era as the guidance and took determination and courage of reform and opening up and starting again to implement the development theme of firmness, scale, innovation, efficiency, implementation. The Company forged ahead, strove to sprint, kept the solid and rapid development, and realized operating revenue of CNY 13.055 billion, up 25.60% year on year. The net profit attributable to the shareholders of the listed company reached CNY 3.486 billion, up 36.27% year on year, exceeding the annual development target and achieving a record high sales performance! Over the past year, the Companys main work and performance included: A. Quality-oriented and accelerated technical innovation The Company fully implements the development concept of Ten years brand relies on marketing. Hundred years brand relies on quality. Thousand years brand relies on culture. The Company carried out implementation of “Product Shelf-life Management above Tequ” and continuous improvement of the whole process of production quality supervision system. It takes the lead in publishing the domestic first white paper on product quality and safety, which leads the development direction of Chinese liquor quality. Meanwhile, the Company has made great progress in the technical renovation project of brewing. The construction of various supporting facilities such as automatic brewing group and semi-open ware