张裕Ｂ：2017年年度报告（英文版）.PDF

Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report Final 2018-01 April,2018 Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 2 Contents I、Important Notice，Contents and Definition.4 II、Brief Introduction for the Company and Main Financial Indicators .5 III、Summary of the Companys Businesses .10 IV、Management Discussion and Analysis .14 V、Major issues .34 VI、Changes in Shares and the Shareholders Situation .48 VII、Related Situation of Preferred Shares .57 VIII、Situation for Directors,Supervisors,Senior Management and Staffs.58 IX、Corporate Governance .71 X、Related Situation of Corporation Bonds .81 XI、Financial Report.82 XII、Reference Document .198 Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 3 Definition Definition Item Refers to Definition Content Company/The Company Refers to Yantai Changyu Pioneer Wine Co.Ltd.Changyu Group/Controlling Shareholder Refers to Yantai Changyu Group Co.Ltd.CSRC Refers to China Securities Regulatory Commission SSE Refers to Shenzhen Stock Exchange Deloitte Hua Yong Refers to Deloitte Hua Yong Certified Public Accountants Co.,Ltd(special general partnership)CNY Refers to Chinese Yuan Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 4 I.Important Notice,Content and Definition The Board of Directors，the Board of Supervisors，directors,supervisors&senior managers of the Company collectively and individually accept full responsibility for the truthfulness，accuracy and completeness of the information contained in this report and confirm that to the best of their knowledge and belief there are no unfaithful facts,significant omissions or misleading statements.Mr.Zhou Hongjiang(Chairman of the Company),Mr.Jiang Jianxun(Chief Financial Officer&Financial Director)assure the truthfulness,accuracy and completeness of the financial report in the annual report.Except the following directors,all other directors have personally attended the meeting for deliberating the annual report.Director name with non-present in person Director post with non-present in person Reason for non-present in person Name of mandatory Sun Liqiang Director Business trip Zhou Hongjiang Antonio Appignani Director Business trip Augusto Reina Wang Shigang Independent director Business trip Wang Zhuquan The business plan and target in the report do not represent the earnings forecast of the Company to 2018.Whether the Company could achieve that or not depends on several factors including the changes of market conditions and the effort extent of managing team etc.with a great uncertainty,so the investors should be in a special attention.About significant risks that may be faced in production and operation process,please refer to“5.Risks likely to occur”part of“9.Expectation for the Companys Future Development”in the chapter four“Management Discussion and Analysis”of this report.We advise investors to read carefully and pay attention to the investment risks.The Companys preliminary scheme of profit distribution deliberated and passed by the Board of Directors is shown as following:Based on the Companys total 685,464,000 shares,we plan to pay CNY5(including tax)in cash as dividends for every 10 shares to all shareholders and to send 0 bonus share(including tax)and capital reserve will not be transferred to equity.Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 5 II.Brief Introduction for the Company and Main Financial Indicators 1.Companys information Abbreviation of the Shares:Changyu A、Changyu B Code number of the Shares 000869、200869 Abbreviation of the Shares after alteration _ Place of listing of the Shares Shenzhen Stock Exchange Legal Name in Chinese 烟台张裕葡萄酿酒股份有限公司 Abbreviation of Chinese name 张裕 Legal Name in English YANTAI CHANGYU PIONEER WINE COMPANY LIMITED Abbreviation of English name CHANGYU Legal Representative Mr.Zhou Hongjiang Registered Address 56 Dama Road,Yantai,Shandong,China Postal Code 264000 Office Address 56 Dama Road,Yantai,Shandong,China Postal Code 264000 Website http:/ E-mail 2.Contact person and information Secretary to the Board of Directors Authorized Representative of the Securities Affairs Name Mr.Qu Weimin Mr.Li Tingguo Address 56 Dama Road,Yantai,Shandong,China 56 Dama Road,Yantai,Shandong,China Tel 0086-535-6633656 0086-535-6633656 Fax 0086-535-6633639 0086-535-6633639 E-mail 3.Information disclosure and filing location The newspapers in which the Companys information is disclosed China Securities Newspaper,Securities Times and Hong Kong Commercial Daily Web Site assigned by CSRC to carry the annual report http:/ Filing location Board of Directors Office of the Company,56 Dama Road,Yantai,Shandong Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 6 4.Registration changes Organization Code 913700002671000358 Changes for the main business of the Company since it was listed(if have)The business scope determined by the Company when it was established on September 18th,1997 is production,processing and sales of wine,distilled liquor,healthy liquor,fruit liquor,non-alcohol beverages,fruit jam,packing materials and winemaking machines.On April 17th,2008,approved by the 2007 shareholders meeting,the Companys business scope is changed to production,processing and sales of wine,distilled liquor,medicated liquor,fruit liquor,non-alcohol beverages,fruit jam,packing materials and winemaking machines;licensed import and export.On May 12th,2010,approved by the 2009 shareholders meeting,the Company changed its business scope to production,processing and sales of wine,distilled liquor,medicated liquor,fruit liquor,non-alcohol beverages,fruit jam,packing materials and its products,winemaking machines;licensed import and export;external investments according to governmental policies.On September 23rd,2016,approved by the 2016 annual 1st Interim shareholders meeting,the Company changed its operating scope to wine and fruit wine(bulk wine,processing and filling)production;blending liquor and other blending liquors(grape wine)production;other liquors(other distilling liquors)production;production,processing and sales of package materials and winemaking machines;grape plantation and procurement;tourism resources development(excluding tourism);package design;activity of building rental;licensed import and export;warehouse business;external investments according to governmental policies.”Changes for all previous controlling shareholders(if have)No.5.Other documents The accountant appointed by the Company Name Deloitte Hua Yong Certified Public Accountants Co.,Ltd(special general partnership)Address No.1 East Changan Avenue,Dongcheng District,Beijing Name of signatory accountants Li Xu,Li Yangang The sponsor agency the Company appointed to perform the duty of continuous supervision during the report period Available Not available The financial adviser the Company appointed to perform the duty of continuous supervision during the report period Available Not available 6.Key accounting data and financial indicators Whether the company needs to retrospectively adjust or restate the accounting data of previous fiscal years.Yes No Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 7 2017 2016 More or less than Last year(%)2015 Business revenue(CNY)4,932,545,229 4,717,596,472 4.56%4,649,722,368 Net profit attributed to the shareholders of the listed company(CNY)1,031,695,056 982,460,488 5.01%1,030,073,860 Net profit attributed to the shareholders of the listed company after deducting the irregular profit and loss(CNY)986,095,872 941,730,478 4.71%993,268,823 Net cash flows from the operating activities(CNY)973,243,027 889,911,970 9.36%1,143,046,367 Basic earnings per share(CNY)1.51 1.43 5.59%1.5 Diluted earnings per share(CNY)1.51 1.43 5.59%1.5 Weighted average for earning rate of net assets(CNY)12.14%12.55%-0.41%14.40%December 31st,2017 December 31st,2016 More or less than Last year(%)December 31st,2015 Total assets(CNY)12,536,755,208 11,528,077,971 8.75%10,344,211,461 Net Assets attributed to the shareholders of the listed company(CNY)8,906,342,299 8,209,010,989 8.49%7,564,099,003 7.Differences in accounting data under PRC accounting standards and international accounting standards(1)Differences of net profit and net asset in the financial report disclosed according to both international accounting standards and PRC accounting standards Available Not available There are no differences of net profit and net asset in the financial report disclosed according to both international accounting standards and PRC accounting standards during the report period.(2)Differences of net profit and net asset in the financial report disclosed according to both foreign accounting standards and PRC accounting standards Available Not available Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 8 There are no differences of net profit and net asset in the financial report disclosed according to both foreign accounting standards and PRC accounting standards during the report period.8.Key financial indicators by quarter Unit：CNY 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Business revenue 1,896,586,469 870,511,728 1,030,899,920 1,134,547,112 Net profit attributed to the shareholders of the listed company 516,634,494 153,434,560 146,115,408 215,510,594 Net profit attributed to the shareholders of the listed company after deducting irregular profits and losses 512,684,945 140,221,430 138,825,432 194,364,065 Net cash flows from operating activities 384,358,508 36,001,811 386,267,511 166,615,197 Whether there are differences between the above mentioned financial indicators or their sum and the related financial indicators in the quarterly reports and semi-annual reports disclosed by the Company.Yes No 9.Item and amount of irregular profit and loss Available Not available Unit：CNY Item 2017 2016 2015 Explanation Profits and losses on disposal of non-current assets,including the provision for asset impairment write-off part-222,586 14,719 136,061 Government grants included in the current profits and losses(except for those recurring government grants that are closely related to the entitys operation,in line with related regulations and have proper basis of calculation)47,638,384 49,130,643 38,952,919 Other non-operating income and non-operating expenses except the aforementioned items 13,999,251 4,656,972 9,071,448 Less:Income tax effect 13,072,324 13,072,324 11,355,391 Minority shareholders equity(after taxes)Total 45,599,184 40,730,010 36,805,037-Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 9 The reasons shall be made clear and definitely as to the irregular profit and loss that the Company has defined by virtue of the Explanatory Announcement on Public Companys Information Disclosure No.1-Irregular Profit and Loss and as to regarding the irregular profit and loss as recurrent profit and loss as specified in the Explanatory Announcement on Public Companys Information Disclosure No.1-Irregular Profit and Loss.Available Not available There is no situation that the irregular profit and loss is defined and specified as recurrent profit and loss in accordance with the Explanatory Announcement on Public Companys Information Disclosure No.1-Irregular Profit and Loss during the report period.Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 10 III.Summary of the Companys Businesses 1.Main businesses during the report period Whether the Company needs to follow the disclosure requirement of special business No.During the report period,the Companys main business is to produce and operate wine and brandy,thus providing the domestic and foreign consumers with healthy and fashionable alcoholic drinks.Compared with earlier stage,there are no significant changes happened to the Companys main businesses.The wine industry that the Company involved in is still in the growth stage,the whole domestic wine market is on the rising trend.The Company takes the dominant position in the domestic wine market.2.Significant changes of main assets (1)Significant changes of main assets Main assets Explanation of significant changes Equity asset No significant changes during the report period Fixed asset The fixed assets increased by13.79%compared with the initial stage,owing that parts of construction in process have been transferred to fixed asset during the report period.Intangible asset The intangible assets increased by 35.48%compared with the initial stage,owing that Vi a Ind mita,S.A.,Vi a Dos Andes,S.A.and Bodegas Santa Alicia SpA purchased by the Companys subsidiary Indomita Wine Company Chile,SpA have been included in the consolidation range during the report period.Construction in process The construction in process decreased by 23.78%compared with the initial stage,owing to parts of construction have been transferred to fixed asset during the report period.Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 11 (2)Main overseas assets situation Available Not available Unit：CNY Details of assets Formation reasons Assets scale Location Operation mode Control measures for safeguarding of asset security Earning condition Proportion of overseas assets in the Companys net assets Whether there are significant impairment risks Hacienda Y Vinedos Marques Del Atrio.SL Acquisition of equity 515,135,463 Spain Independent operation The Company participates in making important decisions through board of directors and appoints CFO on financial management 7,701,416 5.61%No Indomita Wine Company Chile,SpA Founding of joint venture 481,333,962 Chile Independent operation The Company participates in making important decisions through board of directors and appoints CFO on financial 31,458,952 5.24%No Yantai Changyu Pioneer Wine Co.Ltd.2017 Annual Report 12 management Francs Champs Participations SAS Founding of sole proprietorship 232.909,654 France Independent operation The Company directly appoints senior executives on management-4,142,035 2.54%No Other explanation No.3.Analysis of core competitiveness Whether the Company needs to follow the disclosure requirement of special business No.Compared with the participants in the arena of the Chinese wine sector,we believe that the Company is provided with the following advantages:Firstly,the Company has been enjoying a well-known wine brand since 120-odd years,“Changyu”,“Jiebaina”and“AFIP”are Chinese famous trademarks that have strong influence and good reputation.Secondly,the Company has set up a nationwide marketing network,formed a“three-level”marketing network system mainly composed of the companys salesmen and distributors,possessed the strong marketing ability and market exploitation ability.Thirdly,the Company has already had strong research strength and a product R&D system,owned a one and only“State-level Wine R&D Center”,made mastery of advanced winemaking technology and production processes,been powerful enough in product innovation and established a perfect quality control system.Fourthly,the Company is in possession of a l