洋河股份：2020年年度报告（英文版）.PDF

2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 1 Jiangsu Yanghe Distillery Co., Ltd. 2020 Annual Report April 2021 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 2 Section I Important Statements, Contents and Definitions The board of directors, board of supervisors, directors, supervisors and senior management of Jiangsu Yanghe Brewery Co., Ltd. (hereinafter referred to as the Company) hereby 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. Zhang Liandong, responsible person for the Company, Mr. Yin Qiuming, responsible person for accounting affairs and Mr. Zhao Qike, responsible person for accounting department (accounting supervisor) have warranted that the financial statements in this report are true, accurate and complete. All directors attended the board meeting to review this report. The future plans and some other forward-looking statements mentioned in this report shall not be considered as virtual promises of the Company to investors. Investors and people concerned should maintain adequate risk awareness and understand the difference between plans, predictions and promises. Investors are kindly reminded to pay attention to possible investment risks. In the annual report, the possible risks in the operation of the Company are described in detail (see 9.Outlook for the future development of the Company in Section IV Performance Discussion and Analysis). Investors are kindly reminded to pay attention to relevant content. The profit distribution plan approved by the board of directors: based on total share capital participating in the dividend on the registration date (excluding the repurchased shares held in the Companys special repurchase securities account) when the profit distribution plan is implemented in the future, a cash dividend of CNY 30.00 (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. The Companys Chinese 2020 Annual Report was publicly disclosed on the Shenzhen Stock Exchange and on 29 April 2021. If there are any differences between the English version and the Chinese one, please refer to the latter. 2020 Annual Report of Jiangsu Yanghe Distillery 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 . 9 Section IV Performance Discussion and Analysis . 12 Section V Significant Events . 36 Section VI Changes in Shares and Information about Shareholders . 98 Section VII Information about Preference Shares . 106 Section VIIIInformation about Convertible Bonds . 107 Section IX Profiles of Directors, Supervisors, Senior Management and Employees . 108 Section X Corporate Governance . 121 Section XI Information about Corporate Bond . 128 Section XII Financial Report. 129 Section XIII Documents Available for Reference . 257 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 4 Definitions Term Reference Definition The Company, This Company, Yanghe Refer to Jiangsu Yanghe Distillery Co., Ltd. Yanghe Group, Controlling shareholder Refer to Jiangsu Yanghe Group Co.,Ltd. The current year, In the reporting period Refer to 1 Jan. 2020 to 31 Dec. 2020 The report Refer to 2020 Annual Report Yuan, Ten thousand yuan, A hundred million yuan Refer to CNY 0.00, CNY 10,000.00,CNY 100,000,000.00 The shareholders meeting, the board of directors, the board of supervisors Refer to The shareholdersmeeting, the board of directors and the board of supervisors of the Company Articles of incorporation Refer to Articles of incorporation of Jiangsu Yanghe Distillery Co., Ltd. SSE Refer to Shenzhen Stock Exchange SRC,CSRC Refer to China Securities Regulatory Commission SAC of Suqian, SASAC of Suqian Refer to State-owned Assets Supervision and Administration Commission of Suqian Suya Jincheng, Accounting firm Refer to Suya Jincheng CPA LLP Blue Alliance Refer to Jiangsu Blue Alliance Co., Ltd. Yanghe Branch of the Company Refer to Jiangsu Yanghe Distillery Co., Ltd. Yanghe Branch Siyang Branch of the Company Refer to Jiangsu Yanghe Distillery Co., Ltd. Siyang Branch Shuanggou Distillery Refer to Jiangsu Shuanggou Distillery Stock Co.,Ltd. Guijiu Company Refer to Guizhou Guijiu Co., Ltd. Lihuacun Distillery Refer to Hubei Lihuacun Distillery Co., Ltd. 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 5 Section II Company Profile and Key Financial Results 1. Corporate information Stock abbreviation Yanghe Stock code 002304 Stock exchange where the shares of the Company are listed Shenzhen Stock Exchange Name of the Company in Chinese 江苏洋河酒厂股份有限公司 Abbr. of the Company name in Chinese 洋河股份 Name of the Company in English (if any) Jiangsu Yanghe Distillery Co., Ltd. Abbr. of the Company name in English (if any) Yanghe Legal representative Zhang Liandong Registered address No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province, China Postal code of registered address 223800 Business address No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province, China Postal code of business address 223800 Company website http:/ E-mail 2. Contact us Company secretary Representative for securities affairs Name Lu Hongzhen Sun Dali Address No. 18, Fenghui Avenue, Yuhua Economic Development Zone, Nanjing Tel. 025-52489218 Fax 025-52489218 E-mail 3. Information disclosure and place where the annual report is kept Media designated by the Company for information disclosure Securities Times, Shanghai Securities Times, China Securities Journal, Securities Daily Website designated by CSRC for the publication of the Annual Report http:/www. Place where the Annual Report of the Company is kept Shareholder reading room, the headquarters of the Company, Suqian City, Jiangsu Province 4. Company registration and alteration 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 6 Organization code 9132000074557990XP Changes in main business activities since the Company was listed (if any) None Changes of controlling shareholders of the Company (if any) None 5. Other relevant information Accounting firm engaged by the Company Name of the accounting firm Suya Jincheng CPA LLP Business address of the accounting firm 22-23/F., Central International Plaza, No.105-6 North Zhongshan Road, Nanjing. Name of accountants for writing signature Li Laimin, Li Yan Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable N/A Financial adviser engaged by the Company to continuously perform its supervisory function during the reporting period Applicable N/A 6. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment or restatement of accounting data Yes No 2020 2019 YoY Change 2018 Operating revenues (CNY) 21,101,051,131.79 23,126,476,885.07 -8.76% 24,159,801,994.68 Net profits attributable to shareholders of the Company (CNY) 7,482,228,633.63 7,382,822,726.87 1.35% 8,115,189,794.69 Net profits attributable to shareholdersof the Company before non-recurring gains and losses (CNY) 5,652,068,941.98 6,555,890,029.81 -13.79% 7,369,331,605.77 Net cash flows from operating activities (CNY) 3,978,790,835.80 6,797,891,871.41 -41.47% 9,056,748,816.28 Basic earnings per share (CNY/share) 4.9843 4.8991 1.74% 5.3850 Diluted earnings per share (CNY/share) 4.9843 4.8991 1.74% 5.3850 Weighted average ROE 20.20% 21.21% -1.01% 25.95% At the end of 2020 At the end of 2019 YoY Change At the end of 2018 Total assets (CNY) 53,866,259,306.59 53,455,037,840.98 0.77% 49,563,767,816.22 Net assets attributable to shareholders of the Company (CNY) 38,484,583,983.54 36,508,835,491.47 5.41% 33,644,530,266.23 The Companys net profit before or after deducting non-recurring profits and losses in the last three fiscal years is negative, and the audit report of the last year shows that the Companys ability to continue operating is uncertain 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 7 Yes No The net profit before or after deducting non-recurring profits and losses is negative Yes No 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 duringthisperiod. 7.2. Differences in the net profits and net assets disclosed in the financial reports prepared under the outbound and China accounting standards Applicable N/A No such differences during thisperiod. 8. Key financial results by quarter Unit: CNY Q1 Q2 Q3 Q4 Operating revenues 9,268,167,143.40 4,160,338,695.33 5,485,125,629.89 2,187,419,663.17 Net profits attributable to shareholders of the Company 4,002,168,546.84 1,398,695,739.33 1,784,839,005.01 296,525,342.45 Net profits attributable to shareholders of the Company before deductingnon-recurring profits and losses 3,201,845,555.14 1,064,452,695.12 1,368,107,888.33 17,662,803.39 Net cash flows from operating activities -328,870,647.68 -2,404,512,251.66 2,289,330,408.21 4,422,843,326.93 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 2020 2019 2018 Note Profit or loss from disposal of non-current assets (including the write-off portion of the impairment provision) -4,735,638.66 13,797,266.00 22,203,572.96 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 8 Item 2020 2019 2018 Note Government grants recorded 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 uniform national standards) 98,175,595.19 85,605,383.19 59,870,221.67 Except for effective hedging business related to normal business operations of the Company, investment income from holding financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities, and disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and investment in other debt instruments. 2,356,818,184.75 973,456,912.43 56,995,537.28 Impairment provision reversal of the accounts receivables and contract assets on which the impairment test is carried out individually Other non-operating income and expenditure except above-mentioned items -11,429,697.22 12,845,147.02 27,967,026.98 Other profit and loss items that conform to the definition of non-recurring profits and losses 818,031.70 1,670,388.78 827,837,138.81 Less: Corporate income tax 609,395,883.18 260,122,467.95 248,875,376.58 Minority interests (after tax) 90,900.93 319,932.41 139,932.20 Total 1,830,159,691.65 826,932,697.06 745,858,188.92 - Explain the reasons if the Company classifies an item as a non-recurring profit and loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Listed Companies - Non-recurring Profits and Losses, or classifies any non-recurring profit or loss item mentioned in the explanatory announcement as a recurring profit or loss item. Applicable N/A No such cases for the reporting period. 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 9 Section III Business Profile 1. Main business scope in the reporting period The Company shall comply with the disclosure requirements of Shenzhen Stock Exchange Industry Information Disclosure Guidelines No. 14 -Listed Companies Engaging in Food and Liquor Manufacturing Related Businesses The Company is mainly engaged in the production and sales of Chinese Baijiu. The production of Baijiu adopts solid-state fermentation. The sales of Baijiu mainly adopt two models, namely distribution and online direct selling. During the reporting period, the Companys primary business and business modelsdid not changed. According to the Guidelines for the Industry Classification of Listed Companies (2012 Revision) issued by CSRC, the Company belongs to C15 Manufacturing industry of liquor,beverages and refined tea. The Company is a national large-scale Baijiu production enterprise. Among the enterprises in the Baijiu industry, the Company is the only one which has two famous Chinese Baijiu, namely Yanghe and Shuanggou, two Chinese time-honored brands, and six Chinese well-known trademarks. The leading products of the Company are a series of Baijiu including Dream Blue, Sky Blue, Ocean Blue, Sujiu, Zhenbaofang, Yanghe Daqu, Shuanggou Daqu. They have high brand awareness and reputation throughout the country. During the reporting period, the development of liquor industry kept growing in the fierce competition. Premium and sub-premiumliquor both showed significant development advantages. The concentration, branding and premiumisation of the industry continued significantly. According to disclosed Baijiu industry periodic reports, the Companys operating revenue and profit remained in the third place in the liquor industry. 2. Significant changes in the main assets 2.1 .Significant changes in the main assets Main assets Reasons for any significant change Cash and cash equivalents An increase of 68.44% YoY was mainly due to the decrease in cash paid for investment in the current period which led to an increase in the net cash flow generated by investment activities. Prepayment Andecrease of 95.32% YoY was mainly due to lower prepaid advertising expenses at the end of the current period. 2.2 .Main assets overseas Applicable N/A 2020 Annual Report of Jiangsu Yanghe Distillery Co., Ltd. 10 3. Analysis of core competitiveness The Company has significant advantages in natural environment, quality technology, brand building, marketing network and so on. The Company has formed its unique core competitiveness, which has not changed during the reporting period. 3.1 Natural environment advantage The Company is located in Suqian, the capital of Baijiuwith three rivers, two lakes and one wetland. As one of the three famous wetlands in the world, Suqian enjoys equal popularity with the Scotch whisky producing area and the French Cognac producing area. The long history and unique ecological environment provide a good source of water, soil and air for production for liquor production. Especially the microorganism condition is significantly beneficial to production. The Yanghe distillerywas in the Sui and Tang Dynasties, flourished in the Ming and Qing Dynasties. It had been sold in Jianghuai area during the period of Yong Zheng of Qing Dynasty. It has a