张裕Ｂ：2016年年度报告（英文版）.PDF

Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report1Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report2016 Final 01April,2017Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report2ContentsI、Important Notice，Contents and Definition.3II、Brief Introduction for the Company and Main Financial Indicators.5III、Summary of the Companys Businesses.10IV、Management Discussion and Analysis.13V、Major issues.34VI、Changes in Shares and the Shareholders Situation.50VII、Related Situation of Preferred Shares.59VIII、Situation for Directors,Supervisors,Senior Management and Staffs.60IX、Corporate Governance.73X、Related Situation of Corporation Bonds.83XI、Financial Report.84XII、Reference Document.185Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report3I.Important Notice,Contents and DefinitionThe Board of Directors，the Board of Supervisors，directors,supervisors&senior managersof 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 thebest of their knowledge and belief there are no unfaithful facts,significant omissions ormisleading statements.Mr.Sun Liqiang(Chairman of the Company),Mr.Leng Bin(Chief Financial Officer)and Mr.Jiang Jianxun(Financial Director)assure the truthfulness,accuracy and completeness of thefinancial report in the annual report.All directors personally attended the meeting for deliberating the annual report.About significant risks that may be faced in production and operation process,please referto“5.Risks likely to occur”part of“9.Expectation for the Companys Future Development”in chapter four“Management Discussion and Analysis”of this report.We advise investors toread carefully and pay attention to the investment risks.The business plan and target in the report do not represent the earnings forecast of the listedcompany to 2017.Whether the Company could achieve that or not depends on several factorsincluding the changes of market conditions and the effort extent of managing team etc.with agreat uncertainty,so the investors should be in a special attention.The Companys preliminary scheme of profit distribution deliberated and passed by theBoard 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 allshareholders and to send 0 bonus share(including tax)and capital reserve will not betransferred to equity.”Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report4DefinitionDefinition ItemRefers to Definition ContentCompany/The CompanyRefers to Yantai Changyu Pioneer Wine Co.Ltd.Changyu Group/ControllingShareholderRefers toYantai Changyu Group Co.Ltd.CSRCRefers to China Securities Regulatory CommissionSSERefers to Shenzhen Stock ExchangeDeloitte Hua YongRefers to Deloitte Hua Yong Certified Public AccountantsCo.,LTD(special general partnership)CNYRefers to Chinese YuanII.Brief Introduction for the Company and Main Financial IndicatorsYantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report51.Companys informationAbbreviation of the Shares:Changyu A、Changyu BCode number of theShares000869、200869Abbreviation of the Sharesafter alteration(if have)_Place of listing of the SharesShenzhen Stock ExchangeLegal Name in Chinese烟台张裕葡萄酿酒股份有限公司Abbreviation of Chinesename张裕Legal Name in English(ifhave)YANTAI CHANGYU PIONEER WINE COMPANY LIMITEDAbbreviation of English name(if have)CHANGYULegal RepresentativeMr.Sun LiqiangRegistered Address56 Dama Road,Yantai,Shandong,ChinaPostal Code264000Office Address56 Dama Road,Yantai,Shandong,ChinaPostal Code264000Websitehttp:/E-2.Contact person and informationSecretary to the Board ofDirectorsAuthorized Representative of theSecurities AffairsNameMr.Qu WeiminMr.Li TingguoAddress56 Dama Road,Yantai,Shandong,China56 Dama Road,Yantai,Shandong,ChinaTel0086-535-66336560086-535-6633656Fax0086-535-66336390086-535-6633639E-3.Information disclosure and filing locationThe newspapers in which theCompanys information is disclosed“China Securities Newspaper”,“Securities Times”and“Hong Kong Commercial Daily”Web Site assigned by CSRC to carrythe annual reporthttp:/Filing locationBoard of Directors Office of the Company,56 Dama Road,Yantai,Shandong4.Registration changesOrganization Code913700002671000358Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report6Changesforthemainbusiness of the Companysince it was listed(if have)On 18thSeptember 1997 the Companys operating scope was theproduction,processing and sales of wine,distilled liquor,healthyliquor,fruit liquor,non-alcoholbeverages,fruit jam,packingmaterials and winemaking machines.On 17thApril 2008,after the deliberation of 2007 shareholdersmeeting,the Companys operating scope is amended to“theCompany,legally registered,is in business of production,processingand sales of wine,distilled liquor,medicated liquor,fruit liquor,non-alcohol beverages,fruit jam,packing materials and winemakingmachines;licensed import and export.”On 12thMay 2010,after the deliberation of 2009 shareholdersmeeting,the Company revised its operating scope to“the Company,legally registered,is in business of production,processing and salesof wine,distilled liquor,medicated liquor,fruit liquor,non-alcoholbeverages,fruit jam,packing materials and its products,winemakingmachines;licensed import and export;external investments accordingto governmental policies.”On 23rdSeptember 2016,after the deliberation of 2016annual 1stInterim shareholders meeting,the Company revised its operatingscope to“wine and fruit wine(bulk wine,processing and filling)production;blending liquor and other blending liquors(grape wine)production;otherliquors(otherdistillingliquors)production;production,processingandsalesofpackagematerialsandwinemaking machines;grape plantation and procurement;tourismresources development(excluding tourism);package design;activityof building rental;licensed import and export;warehouse business;external investments according to governmental policies.”Changesforallpreviouscontrolling shareholders(if have)No.5.Other documentsThe accountant appointed by the CompanyNameDeloitte Hua Yong Certified Public Accountants Co.,LTD(special general partnership)AddressNo.1 East Changan Avenue,Dongcheng District,BeijingName of signatory accountantsLi Xu,Li YangangThe sponsor agency the Company appointed to perform the duty of continuous supervisionduring the report periodAvailableNot availableThe financial adviser the Company appointed to perform the duty of continuous supervisionduring the report periodAvailableNot available6.Key accounting data and financial indicatorsWhether the Company makes retroactive adjustments or restates the accounting data ofprevious fiscal years because of changes of accounting policy and/or accounting errors.Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report7YesNoItem20162015More or lessthanLast year(%)2014Business revenue4,717,596,4724,649,722,3681.46%4,156,727,525Net profit attributedto the shareholdersofthelistedcompany982,460,4881,030,073,860-4.62%977,707,711Net profit attributedto the shareholdersofthelistedcompanyafterdeductingtheirregular profit andloss941,730,478993,268,823-5.19%950,191,379Netcashflowsfrom the operatingactivities889,911,9701,143,046,367-22.15%1,070,083,296Basic earnings pershare1.431.5-4.67%1.43Dilutedearningsper share1.431.5-4.67%1.43Weightedaveragefor earning rate ofthe net assets12.55%14.40%-1.85%13.96%ItemDec.31st 2016Dec.31st 2015MoreorlessthanLast year(%)Dec.31st 2014Total assets11,528,077,97110,344,211,46111.44%8,912,232,640NetAssetsattributedtotheshareholders of thelisted company8,209,010,9897,564,099,0038.53%6,840,452,1457.Differences in accounting data under PRC accounting standards and internationalaccounting standards(1)Differences of net profit and net asset in the financial report disclosed according toboth international accounting standards and PRC accounting standardsAvailableNot availableYantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report8There are no differences of net profit and net asset in the financial report disclosed accordingto both international accounting standards and PRC accounting standards during the reportperiod.(2)Differences of net profit and net asset in the financial report disclosed according toboth foreign accounting standards and PRC accounting standardsAvailableNot availableThere are no differences of net profit and net asset in the financial report disclosed accordingto both foreign accounting standards and PRC accounting standards during the report period.8.Key financial indicators by quarterUnit：CNY1stQuarter2ndQuarter3rdQuarter4thQuarterBusiness revenue1,882,230,620870,802,1791,010,732,839953,830,834Net profit attributed tothe shareholders of thelisted company542,806,719152,215,128129,748,790157,689,851Net profit attributed tothe shareholders of thelistedcompanyafterdeducting the irregularprofit and loss538,762,161139,716,160123,011,178140,240,980Net cash flows from theoperating activities605,256,45677,491,913308,317,385-101,153,784Whether there are differences between the above mentioned financial indicators or their sumand the related financial indicators in the quarterly reports and semi-annual reports disclosedby the Company.YesNo9.Item and amount of irregular profit and lossV AvailableNot availableUnit：CNYItem201620152014ExplanationGainondisposalofnon-currentassets,includingthereversalofaccrued impairment provision14,719136,061-5,086,545 Tax refund or exemption that is eithernon-recurringorwithoutproperapproval13,405,520 Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report9Government grants credited in profitand loss(except for those recurringgovernment grants that are closelyrelated to the entitys operation,in linewithrelatedregulationsand haveproper basis of calculation)49,130,64338,952,91927,140,194 Reversalofimpairmentlossforreceivableswhichwasseparatelyundertaken impairment test192,908 Othernon-operatingincomeandnon-operatingexpensesexcepttheaforementioned items4,656,9719,071,448166,987 Less.Income tax effect13,072,32411,355,3918,302,732 Total40,730,00936,805,03727,516,332-The reasons shall be made clear and definitely as to the irregular profit and loss that theCompany has defined by virtue of the Explanatory Announcement on Public CompanysInformation Disclosure No.1-Irregular Profit and Loss and as to regarding the irregularprofit and loss as recurrent profit and loss as specified in the Explanatory Announcement onPublic Companys Information Disclosure No.1-Irregular Profit and Loss.AvailableV Not availableThere is no situation that the irregular profit and loss is defined and specified as recurrentprofit and loss in accordance with the Explanatory Announcement on Public CompanysInformation Disclosure No.1-Irregular Profit and Loss during the report period.Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report10III.Summary of the Companys Businesses1.Main businesses during the report periodWhether the Company need 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 foreignconsumers with healthy and fashionable alcoholic drinks.Compared with earlier stage,there are no significant changes happened to theCompanys main businesses.The wine industry that the Company involved in is still in the growth stage,the whole domestic wine market is onthe rising trend.The Company takes the dominant position in the domestic wine market.2.Significant changes of main assets(1)Significant changes of main assetsMain assetsExplanation of significant changesEquity assetNo significant changesFixed assetThe book value of fixed assets increases by 51.60%comparedwith the beginning of the year,owing that parts of constructionprojects have transferred to fixed asset during the report period.Intangible assetNo significant changesConstruction in processThe book value of construction projects decreases by 32.89%compared with the beginning of the year,owing to parts ofconstruction projects have transferred to fixed asset during thereport period.Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report11(2)Main overseas assets conditionAvailableNot availableUnit：CNYDetailsof assetsFormationreasonsAssets scaleLocationOperation modeControl measuresforsafeguarding ofasset securityEarningconditionThe proportion ofoverseas assets in theCompanys netassetsWhether thereare significantimpairment risksEquityassetAcquisitionof equity465,376,681SpainWine productionand operation-7,484,3785.54%NoOther explanationNo.Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report123.Analysis of core competitivenessWhether the Company need to follow the disclosure requirement of special business?No.Compared with the participants in the arena of the Chinese wine sector,we believe that theCompany 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 influenceand 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 advancedwinemaking technology and production processes,been powerful enough in productinnovation and established a perfect quality control system.Fourthly,the Company is in possession of a lot of grape-growing bases to meet its futuredevelopment,having developed a great deal of vineyards in the most suitable areas for winegrape growing such as in Shandong,Ningxia,Xinjiang,Liaoning,Hebei and Shanxi,whosescales and structures have generally met the Companys needs for development.Fifthly,the Company has a great variety of products composed of all grades,its wine，brandyand sparkling wine of over 100 sorts can meet different consumers demands.The Companyhas taken the lead in the domestic wine sector through rapid development in the past 10-oddyears and has possessed comparative superiority in the future competition.Sixthly,the Company has a relatively respect motivation system.Most of Companysemployees indirectly hold the Companys equity through controlling shareholders.There arehigh consistency between employee benefits and shareholders benefits,in favor of motivatingemployees to create value for shareholders.All in all,the Company has built up a strong core competitive edge and obtained andmaintained a relatively dominant position in the long-term market competition.Yantai Changyu Pioneer Wine Co.Ltd.2016 Annual Report13IV.Management Discussion and Analysis1.SummarizationIn 2016,influenced by the slowdown of domestic economic growth,the overall domesticwine industry is relatively stable,the effectiv