洋河股份：2017年年度报告（英文版）.PDF

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1、The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.1 Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.2017 Annual Report April 2018 The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.2 Section I Important Statements,Contents and Definitions The Board of Directors,Board

2、of Supervisors,directors,supervisors and senior management of Jiangsu Yanghe Brewery Joint-Stock 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 Individua

3、lly and together be legally liable for truthfulness,accuracy and completeness of its contents.Mr.Wang Yao,responsible person for the Company,Mr.Cong Xuenian,responsible person for accounting work and Mr.Yin Qiuming,responsible person for the Companys financial affairs(Accounting Supervisor)have warr

4、anted that the financial statements in this report are true and complete.All directors all attended the board meeting to deliberate 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.

5、Therefore investors are kindly reminded to pay attention to possible investment risks.In the annual report,the risks and countermeasures 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).

6、Investors are kindly reminded to to pay attention to possible investment risks.The profit distribution plan approved by the board of directors:based on 1,506,988,000 shares,a cash dividend of RMB 25.50 will be distributed for every 10 existing shares held,0 shares of Bonus shares(Tax inclusive),and

7、reserves would not be converted into share capital.The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock 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 D

8、iscussion and Analysis.13 Section V Significant Events.29 Section VI Changes in shares and information about Shareholders.68 Section VII Preference Shares.78 Section VIII Profiles of Directors,Members of Supervisory Committee,Senior Management and Employees.79 Section IX Corporate Governance.91 Sect

9、ion X Information about Corporate Bond.100 Section XI Financial Report.101 Section XII Documents Available for Preference.232 The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.4 Definitions Term Reference Definition The company,this company,Yanghe Joint-Stock Refer to Jiangsu Yang

10、he Brewery Joint-Stock Co.,Ltd.Yanghe Group,Controlling shareholder Refer to Jiangsu Yanghe Group Co.,Ltd.The current year,In the reporting period Refer to 1 Jan.2017 to 31 Dec.2017 The report Refer to 2017 Annual Report Yuan,Ten thousand yuan,A hundred million yuan Refer to RMB 0.00,RMB 10,000,RMB

11、10,000,000.00 The shareholders meeting,the board of directors,the board of supervisors Refer to The shareholders general meeting,the board of directors and the board of supervisors of the Company Articles of incorporation Refer to Articles of incorporation of Jiangsu Yanghe Brewery Joint-Stock Co.,L

12、td.SSE Refer to Shenzhen Stock Exchange SRC,CSRC Refer to China Securities Regulatory Commission Jiangsu Suya,Suyajincheng,Accounting firm Refer to Jiangsu Suyajincheng CPA LLP Blue Alliance Refer to Jiangsu Blue Alliance Joint-Stock Co.,Ltd.Blue Sky Trade Refer to Suqian Blue Sky Trade Co.,Ltd.Blue

13、 Ocean Trade Refer to Suqian Blue Ocean Trade Co.,Ltd.The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.5 Section II Company Profile and Key Financial Results 1.Corporate Information Stock abbreviation Yanghe Joint-Stock Stock code 002304 Stock exchange where the shares of the Com

14、pany 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 Brewery Joint-Stock Co.,Ltd.Abbr.of the Company name in English(if any)Yanghe Legal representative Wang Yao Registered add

15、ress No.118 Middle Avenue,Yanghe Town,Suqian City,Jiangsu Province,China Postal code 223800 Business address No.118 Middle Avenue,Yanghe Town,Suqian City,Jiangsu Province,China Postal code 223800 Company website http:/ E-mail 2.Contact us Company Secretary Representative for Securities Affairs Name

16、Cong Xuenian Lu Hongzhen,Sun Dali Address No.18,Feng Hui Avenue,Yuhua Economic Development Zone,Nanjing Tel.025-52489218 025-52489218 Fax 025-52489218 025-52489218 E-mail 3.Information Disclosure and Place Where the Annual Report Is Kept Newspaper designated by the Company for information disclosure

17、 Securities Times,Shanghai Securities Times,China Securities Journal,Securities Daily Website designated by the China Securities Regulatory Commission(CSRC)for the publication of the Annual Report http:/ Place where the Annual Report of the Company is kept shareholder reading room,No.118 Middle Aven

18、ue,Yanghe Town,Suqian City,Jiangsu Province The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.6 4.Company Registration and Alteration Organization code 9132000074557990XP Changes in main business activities since the Company was listed(if any)None Changes of controlling shareholde

19、rs of the Company(if any)None 5.Other Relevant Information Accounting firm engaged by the Company Name of the accounting firm Jiangsu Suyajincheng CPA LLP Business address of the accounting firm 22-23/F.,Central International Plaza,NO.105-6 Zhongshan North Road,Nanjing.Name of accountants for writin

20、g signature Xu Xuzhen,Kan Baoyong Sponsors engaged by the Company to continuously perform its supervisory function during the Reporting Period Applicable N/A Financial advisor engaged by the Company to continuously perform its supervisory function during the Reporting Period Reporting Period Applica

21、ble N/A 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 2017 2016 YoY Change 2015 Operating revenues(RMB)19,917,942,238.16 17,18

22、3,109,620.08 15.92%16,052,444,099.28 Net profits attributable to shareholders of the Company(RMB)6,627,169,959.16 5,827,168,870.88 13.73%5,365,185,534.99 Net profits attributable to shareholders of the Company before non-recurring gains and losses(RMB)6,136,386,923.71 5,406,580,095.74 13.50%4,915,93

23、3,247.98 Net cash flows from operating activities(RMB)6,883,169,799.31 7,405,044,600.62-7.05%5,836,355,328.67 Basic earnings per share 4.40 3.87 13.70%3.56 The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.7(RMB/share)Diluted earnings per share(RMB/share)4.40 3.87 13.70%3.56 Weigh

24、ted average ROE 24.08%24.01%0.07%25.37%At the end of 2017 At the end of 2016 YoY Change At the end of 2015 Total assets(RMB)43,258,140,702.38 38,804,062,249.63 11.48%33,860,320,967.06 Net assets attributable to shareholders of the Company(RMB)29,515,040,285.72 26,052,771,070.00 13.29%22,937,096,378.

25、95 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.Di

26、fferences 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 Unit:RMB Q1 Q2 Q3 Q4 Operating revenues 7,588,577,705.68 3,941,913,

27、368.50 5,347,834,958.10 3,039,616,205.88 Net profits attributable to shareholders of the Company 2,742,957,007.05 1,165,303,467.90 1,673,401,613.10 1,045,507,871.11 Net profits attributable to shareholders of the Company before non-recurring gains and losses 2,659,071,451.71 1,055,711,871.31 1,590,6

28、17,648.83 830,985,951.86 Net cash flows from operating activities 1,170,374,437.00-294,040,969.09 3,413,052,676.10 2,593,783,655.30 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 re

29、ports Yes No The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.8 9.Non-recurring Profits and Losses Applicable N/A Unit:RMB Item 2017 2016 2015 Note Profit or loss from disposal of non-current assets -8,598,844.11-5,823,628.96 975,736.62 Government grants accounted for,in the prof

30、it 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 States uniform standards)44,745,640.94 29,064,221.47 18,262,639.04 Except for effectively hedging business related to norma

31、l business operations of the company,profit or loss arising from the change in the fair value of held-for-trading financial assets and liabilities,as well as investment profit or loss produced from the disposal of held-for-trading financial assets and liabilities and available-for-sale financial ass

32、ets 90,627,738.02 128,763,897.76 448,386,160.59 Profit from the disposal of available-for-sale financial assets Impairment provision reversal of the accounts receivable on which the impairment test is carried out separately 300,000.00 165,859.73 Other non-operating income and expenditure except abov

33、e-mentioned items 11,559,390.23 10,469,328.20 6,151,424.76 Other profit and loss items that conform to the definition of non-recurring gains and losses 516,824,879.08 398,923,011.53 125,736,753.20 Less:Corporate income tax 164,658,711.09 140,783,607.73 150,252,775.39 Minority interests(after tax)17,

34、057.62 190,306.86 7,651.81 Total 490,783,035.45 420,588,775.14 449,252,287.01-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 Disclosure for Companies Offering Their Securities to the

35、 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 The 2017 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.9 No such cases for the Reporting Period.The 20

36、17 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,Ltd.10 Section III Business Profile 1.Business Scope in the Reporting Period Whether the Company needs to comply with the requirement disclosure of special industry.No The Company is mainly engaged in the production and sales of liquor.The p

37、roduction of liquor adopts solid-state fermentation,mainly including starter-making,brewing,stocking,packaging and so on.The sales of liquor mainly adopts two modes,namely distribution and retailing.During the reporting period,the companys primary business and business mode had not changed.According

38、 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 the national large-scale liquor production enterprise.Among the enterprises in the liquor industry,

39、the Company is the only one that has two China time-honored brands,the two famous Chinese liquor,namely Yanghe and Shuanggou.and the Company has six China well-known trademarks.The leading products of the Company are a series of mellow liquor including Dream Blue,Yanghe Blue Classic,Shuanggou Zhenba

40、ofang,Yanghe Daqu,Shuanggou Daqu.They have high brand awareness and reputation throughout the country.During the reporting period,there was a new round of growth period in the liquor industry after the deep adjustment.The consumption of liquor market is obviously upgraded.High-end and secondary high

41、-end Liquor showed the simultaneously rising of volume and price during the year.The concentration of the industry has accelerated significantly,and the famous liquor enterprises developed better.According to the disclosed liquor industry periodic report,the Companys revenue and profit ranked third

42、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 Equity assets A decrease of 90.58%YOY for equity investment was mainly due to the reduction of capital of Dream Blue Haichuanhui(Shiyan)Trade Inve

43、stment Co.,Ltd.,forming the business combination not involving enterprises under common control.An increase of 32.73%for available-for sale financial assets was mainly due to the increase of equity investment Fixed assets N/A Intangible assets N/A The 2017 Annual Report of Jiangsu Yanghe Brewery Joi

44、nt-Stock Co.,Ltd.11 Construction in progress A fall 56.96%YOY was mainly due to the carry-forward to fixed assets that reach the using condition 2.2.Main Assets Overseas Applicable N/A 3.Analysis of Core Competitiveness Whether the Company needs to comply with the requirement disclosure of special i

45、ndustry.No The Company has obvious advantages in natural environment,quality technology,brand influence,sales network and so on.Those are the Companys unique core competitiveness.The core competitiveness of the company has not changed during the reporting period.3.1.Natural Environment Advantage The

46、 Company is based in Suqian,the capital of Chinese liquor with three rivers,two lakes and one wetland.Suqian is one of the three famous wetland liquor producing areas in the world,enjoying equal popularity with the Scotch Whisky producing area and the French Cognac producing area.It is the only natu

47、ral oxygen bar in Jiangsu province without acid rain.The long history and unique ecological environment provide a good source of water,soil and air for production of liquor and spirits.Especially the microorganism condition significantly benefits the production of liquor and spirits.The Yanghe brewi

48、ng originated 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 good reputation that Dainty taste derived from fortune spring and liquor ocean,which makes Yanghe rank first place in Jian

49、ghuai area.Shuanggou alongside Yanghe has been praised as the origin of Chinese natural liquor by domestic and overseas experts due to the discovery of drunken ape fossils in Xiacaowan.3.2.Quality Advantage Considering the diversification and individuation of consumption demand,the Company took the

50、lead in breaking the traditional classification of liquor flavor.The Company classifies the liquor by taste and put emphasis on taste value.The Company strengthens the mellowness of liquor,puts forward the new style of the mellow liquor quality,and deeply meets the core demand of the target consumer