Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.
2017 Annual Report
April 2018
Section I Important Statements, Contents and Definitions
The Board of Directors, Board of Supervisors, directors, supervisors and senior management of JiangsuYanghe Brewery Joint-Stock Co., Ltd. (hereinafter referred to as the Company) hereby guarantee thatthe information presented in this report is free of any false records, misleading statements or materialomissions, and shall Individually and together be legally liable for truthfulness, accuracy andcompleteness of its contents.
Mr. Wang Yao, responsible person for the Company, Mr. Cong Xuenian, responsible person foraccounting work and Mr. Yin Qiuming, responsible person for the Company’s financial affairs(Accounting Supervisor) have warranted that the financial statements in this report are true andcomplete.
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 beconsidered as virtual promises of the Company to investors. Therefore investors are kindly reminded topay attention to possible investment risks.
In the annual report, the risks and countermeasures in the operation of the company are described indetail (see 9. Outlook for the Future Development of the Company in Section IV Performance Discussionand Analysis). 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 cashdividend of RMB 25.50 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.
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..............13
Section V Significant Events ..............29
Section VI Changes in shares and information about Shareholders ...... 68
Section VII Preference Shares ..............78Section VIII Profiles of Directors, Members of Supervisory Committee,Senior Management and Employees ..............79
Section IX Corporate Governance ..............91
Section X Information about Corporate Bond ..............100
Section XI Financial Report ..............101
Section XII Documents Available for Preference ..............232
Definitions
| Term | Reference | Definition |
| The company, this company, Yanghe Joint-Stock | Refer to | Jiangsu Yanghe 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 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., Ltd. |
| 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 Ocean Trade | Refer to | Suqian Blue Ocean Trade Co.,Ltd. |
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 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 Brewery Joint-Stock Co., Ltd. | ||
| Abbr. of the Company name in English (if any) | Yanghe | ||
| Legal representative | Wang Yao | ||
| Registered address | 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://www.chinayanghe.com | ||
| yanghe002304@vip.163.com | |||
2. Contact us
| Company Secretary | Representative for Securities Affairs | |
| Name | 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 |
| yanghe002304@vip.163.com | yanghe002304@vip.163.com | |
3. Information Disclosure and Place Where the Annual Report Is Kept
| Newspaper designated by the Company for information disclosure | Securities Times, Shanghai Securities Times, China Sec urities Journal, Securities Daily |
| Website designated by the China Securities Regulatory Commission (CSRC) for the publication of the Annual Report | http://www. cninfo.com.cn |
| Place where the Annual Report of the Company is kept | shareholder reading room, No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province |
4. Company Registration and Alteration
| 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 | 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 writing signature | Xu Xuzhen, Kan Baoyong |
Sponsors engaged by the Company to continuously perform its supervisory function during theReporting Period
□ Applicable √ N/A
Financial advisor engaged by the Company to continuously perform its supervisory function during theReporting Period Reporting Period
□ Applicable √ N/A
6. Key Accounting Data and Financial Indicators
Whether the Company performed a retroactive adjustment to or restatement of accounting data due tochanges of accounting policies and correction of accounting errors
□ Yes √ No
| 2017 | 2016 | YoY Change | 2015 | |
| Operating revenues (RMB) | 19,917,942,238.16 | 17,183,109,620.08 | 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 shareholdersof the Company before non-recurring gains and losses (RMB) | 6,136,386,923.71 | 5,406,580,095.74 | 13.50% | 4,915,933,247.98 |
| 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 |
| (RMB/share) | ||||
| Diluted earnings per share (RMB/share) | 4.40 | 3.87 | 13.70% | 3.56 |
| Weighted 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% | 22,937,096,378.95 |
7. Differences in Accounting Data under Domestic and Overseas AccountingStandards
7.1. Differences in the net profits and net assets disclosed in the financial reportsprepared 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 reportsprepared under the overseas and China accounting standards
□ Applicable √ N/A
No such differences for the Reporting Period.
8. Key Financial Results by Quarter
| Q1 | Q2 | Q3 | Q4 | |
| Operating revenues | 7,588,577,705.68 | 3,941,913,368.50 | 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 | 1,590,617,648.83 | 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 |
Unit:RMBWhether there are any material differences between the financial indicators above or their summationsand those which have been disclosed in quarterly or semi-annual reports
□ Yes √ No
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 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 State's uniform standards) | 44,745,640.94 | 29,064,221.47 | 18,262,639.04 | |
| Except for effectively hedging business related to normal 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 assets | 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 above-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) | 17,057.62 | 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 thedefinition in the Explanatory Announcement No. 1 on Information Disclosure for Companies OfferingTheir Securities to the Public-Non-Recurring Profits and Losses, or classifies any non-recurringprofit/loss item mentioned in the said explanatory announcement as a recurring profit/loss item.
□ Applicable √ N/A
No such cases for the Reporting Period.
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 production of liquor adoptssolid-state fermentation, mainly including starter-making, brewing, stocking, packaging and so on. Thesales of liquor mainly adopts two modes, namely distribution and retailing. During the reporting period,the company's primary business and business mode had not changed. According to the Guidelines forthe Industry Classification of Listed Companies (2012 Revision) issued by CSRC, the Company belongsto C15 Manufacturing industry of liquor, beverages and refined tea.
The company is the national large-scale liquor production enterprise. Among the enterprises in the liquorindustry, the Company is the only one that has two China' time-honored brands, the two famous Chineseliquor, namely Yanghe and Shuanggou. and the Company has six China' well-known trademarks. Theleading products of the Company are a series of mellow liquor including Dream Blue, Yanghe BlueClassic, Shuanggou Zhenbaofang, Yanghe Daqu, Shuanggou Daqu. They have high brand awarenessand reputation throughout the country.
During the reporting period, there was a new round of growth period in the liquor industry after the deepadjustment. The consumption of liquor market is obviously upgraded. High-end and secondary high-endLiquor showed the simultaneously rising of volume and price during the year. The concentration of theindustry has accelerated significantly, and the famous liquor enterprises developed better. According tothe disclosed liquor industry periodic report, the Company's revenue and profit ranked third in the liquorindustry.
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 Investment 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 |
| 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 industry.
No
The Company has obvious advantages in natural environment, quality technology, brand influence,sales network and so on. Those are the Company’s unique core competitiveness. The corecompetitiveness of the company has not changed during the reporting period.
3.1 .Natural Environment Advantage
The Company is based in Suqian, the capital of Chinese liquor with 'three rivers, two lakes and onewetland'. Suqian is one of the three famous wetland liquor producing areas in the world, enjoying equalpopularity with the Scotch Whisky producing area and the French Cognac producing area. It is the onlynatural oxygen bar in Jiangsu province without acid rain. The long history and unique ecologicalenvironment provide a good source of water, soil and air for production of liquor and spirits. Especiallythe microorganism condition significantly benefits the production of liquor and spirits. The Yanghebrewing originated in the Sui and Tang Dynasties, flourished in the Ming and Qing Dynasties. It had beensold 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 inJianghuai area'. Shuanggou alongside Yanghe has been praised as the origin of Chinese natural liquorby 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 lead inbreaking the traditional classification of liquor flavor. The Company classifies the liquor by taste and putemphasis on taste value. The Company strengthens the mellowness of liquor, puts forward the new styleof the mellow liquor quality, and deeply meets the core demand of the target consumers. It successfullyestablishes the system framework of new production technology and mellowness mechanism of mellowliquor catering to market consumption. In June 2008, 'Mellowness' was first written into the nationalstandard in China Protected Geographical Indication Product- Yanghe Daqu ( Standard No.GB/T220406-2008).
3.3 .Talent Advantage
The Company has 26 National Liquor Tasting Committee members, 69 Provincial Liquor TastingCommittee members and 1845 technicians. The Company also has a number of national and provincialtechnical research and development platforms. The obvious advantage of technical talents providestechnical support for the continuous improvement of the quality. Dream Blue and Mellow Sujiu, therepresentative products of mellow liquor, have won the national quality awards, such as National BestQuality Award, Liquor and Spirits Design Award and National Liquor and Spirits Sensory Quality Award.
In 2017, in the national liquor taster contest sponsored by China Alcoholic Drinks Association, thenational liquor taster Zhu Fanggang from the Company, standing out from more than 120 contestants,ranked the first place in the contest. 3 prize-winners of the top 10 were from the Company. The Companyhas the most prize-winners in the Top 10 enterprises. It highlights the strong talent advantage of theCompany again.
3.4 .Brand Advantage
The Company, as one of the eight old famous liquor enterprises, is the only one that has two China'time-honored brands, the two famous Chinese liquor, namely Yanghe and Shuanggou and the Companyhas six China' well-known trademarks, including Yanghe, Shuanggou, Yanghe Blue Classic,Zhenbaofang, Dream Blue, Su. The Company whose brand worth $4.281 billion has been selected in2017 Global Liquor Brand Value Top 50 and ranked third/second globally/in China by Brand Finance, aworld-famous brand value research organization. In 2017, the Company whose brand worth RMB35.526 billion ranked the top 100 in China's 500 Most Valuable Brands released by World Brand Lab.
The Company also was listed in the Global Top 2000 World listed companies published by Forbes, theworld finance and economics magazine. Dream Blue was selected as one of the top 10 brands in CCTVNational Brand Plan.
3.5. Marketing Network Advantage
The Company has a sales and marketing team with the largest number of personnel, the latest conceptand the strongest executive force in the industry. The Company has cooperated with more than 8000distributors, has more than 30 thousand ground promotion employees, and continues to enhance thedeep distribution mode. At present, the Company has the most powerful marketing network platform inthe Chinese liquor industry. It has penetrated into every county and city throughout the country. Highspeed channel has been basically established, laying a solid foundation for market expansion andcategory extension in the future. At the same time, as a traditional enterprise, the Company has alsoinsisted on exploring new marketing mode, and has made certain achievements in internet applicationinnovation.
Section IV Performance Discussion and Analysis
1. Overview
In 2017, the Company made solid progress in all aspects of work according to laws and regulations suchas Corporation Law, Securities Law, Articles of Incorporation, Rules Governing Listing of Stocks onShenzhen Stock Exchange and Guidelines on standard operation of SME Board Listed Companies onShenzhen Stock Exchange and achieved sustainable and healthy development. During the year, theCompany achieved operating revenue of RMB 19.918 billion, up 15.92% from last year; and net profitattributable to shareholders of the listed company of RMB 6.627 billion, a 13.73% year-on-year increase.
During the reporting period, the Company carried out main tasks and performance including thefollowing six aspects:
1.1 Focused on excellent execution and channel deepening to improve sales and marketing to a higherlevel with indomitable struggle attitude. Firstly, marketing was significantly enhanced through laying asolid foundation and storing potential energy. Core products’ prices were steadily raised through precisepositioning of marketing strategy and strictly execution and control. New breakthroughs of grouppurchase and attracting investment were achieved through taking further selected policy. Grabbingopportunity of consumption upgrade and accelerated volume-driven growth of Dream Blue improvedmarketing performance to a higher level. Secondly, focusing on resource and telling good stories toenhance brand building. “China Dream, Dream Blue” sounded the strongest voice at the New Year’sConcert in the National Centre For The Performing Arts. Dream Blue obtained the naming right of BoaoForum and held auctions for dealership of “Dream Blue Handcraft Class” successfully. “Blue DreamManual Class” was widely praised for “Excellent Quality and Creative Design”. High-end brandconnotation was manifested and brand influence was enhanced through a series of creative eventmarketing such as “CCTV National Brand Experience Day— state-run media into Yanghe”, “GuyuForum” and “Open Toupai Liquor Cellar Festival”.
1.2 Focused on “Quality First”, striving for benchmarking and making liquor quality better withpainstaking craftsman’s attitude. Firstly, “Quality First” made liquor quality better. Focusing on the overallrequirements of “strengthening soft feeling and satisfaction” and the orientation of quality improvement,base liquor quality and soft degree were steadily enhanced through optimizing process parametersscientifically. Meanwhile, core product quality was overall upgraded through large-scale market researchand multiple inferior-quality product selection, in order to improve consumer experience further. Secondly,deepening scientific research guided by technology. Among 5 categories 21 research projects, mostachieved good results though comprehensive advance and priority breakthrough at difficult points. TheCompany positively participated in establishing industry standards and achieved the transformation from“guiding the company” to “leading the industry”.
1.3 Focused on “San Xing jiu Hua”, solidifying foundation, enhancing efficiency and improvingmanagement with unremitting effort. Firstly, focused on upper and lower linkage and exemplary role;issued and implemented “Sujiu Basic Law”, which became the staff’s basic code of conduct. TheCompany comprehensively optimized working standard and content related to employees. Executionwas further enhanced through deepening the movement and strengthening work-style construction.
Secondly, linking work at selected spots with that in entire areas and stimulating vitality comprehensively.
The Company insisted on the orientation of question and the core of rectifying and reforming, promotedlong-term management and achieved sharp decline of recurrence rate of all types of problems. TheCompany pushed forward the progress of improvement projects to further improve operating efficiencyand performance. Thirdly, "unity of knowledge and practice" and highlighting initiative. The Companypushed forward initiative management to a higher level through creating atmosphere, improvingmechanism and optimizing environment. Meanwhile, as deepening “San Xing jiu Hua”, the Companyachieved the steady improvement of basic management.
1.4 Focused on service upgrade, precise development and enhancing supply-guarantee capacity withsustaining and high efficiency. Firstly, supply-guarantee capacity was enhanced during peak season.
Linkage between production and sales was improved efficiently. The Company devoted to “internalenhancing efficiency and external synergy”. Detailed programme smoothed the pace and overallarrangements. Accurate plan made inventory appropriate and smoothed production. Flexible schedulingboosted production and enhancing safeguarding capacity. Paying attention to improvement decreasedcost, enhanced performance and smoothed production, which reduced cost of around RMB 10 million.
Secondly, deepening projects brought about good results and the effect of supply chain managementwas significant. The Company carried out 7 research projects efficiently and positively pushed forwardthe supply chain management improvement project. Overall optimization process and innovativemanagement mode improved the performance of economy and management.
1.5 Focused on concept interaction, multidimensional deepening and promoting culture construction withusing the lion sheep effect. Firstly, further expand cultural atmosphere. Employees’ pride and honor andteam cohesion and centripetal forces were enhanced though organizing festival art performance atSpring Festival, Mid-autumn Festival, Lantern Festival and so on. Art performance told stories ofcraftsmen, promoted enterprise spirit and showed employees’ style through the form of song, cross talk,comedy sketches, reciting and so on. Secondly, further enhancing cultural diffusion. The Companyattracted more and more audiences and fans through online and offline activities based on “First Class”cultural construction standard. During the sealed ceremony, the Company elucidated and diffused thestories of craftsmen and their spirits and skills based on the theme of “Ingenuity, Dream Blue”. The salesrose more than expected and public praise effect achieved the desired goal. Thirdly, further deepeninginteraction culture. During the year, the Company helped 300 needy workers and succored 133 poorfamilies. Employees’ sense of gain was enhanced by health examination and gratuitous treatment.
Employees’ skill level was improved by skill competitions and business contests. The Company furtherpromoted the enterprise spirit and ingenuity through setting up typical examples of dedicated advancedemployees.
1.6 Focused on thinking leading, taking a giant leap, improving new business to a higher level withdevelopment trend of creativity and Innovation. Firstly, focused on Innovation and steady upgrade ofInternet transformation. The Phase I of Overall Marketing Project was successfully online on a trial basis.
FFC and Eco-sphere Project over-fulfilled the annual sale quota. The Banquet Platform Project, internetbusiness research and IT projects were further deepened. These work brought about significant dataapplication effect, pushed forward the channel management optimization and lay a solid foundation foraccurate marketing control. The Company focused on “Guide Platform” and “Interactive Product”. Thesetwo business modules successfully bred “WeChat Business Project Team” and “Customer ManagementProject Team”. Secondly, steady improvement of capital operation with great concentration. TheCompany built Maotai-flavor liquor production and management platform and invested in a winecompany whose comprehensive strength ranked No.2 in Chile. It laid a solid foundation for improvingwine quality and the investment maintained a good income level for three consecutive years.
2. Analysis of Main Business
2.1. Overview
Same with the contents presented in “1.Overview” of this section
2.2. Revenues and Costs
2.2.1. Breakdown of Operating Revenues
| 2017 | 2016 | YoY Change(%) | |||
| Amount | As a percentage of operating revenues (%) | Amount | As a percentage of operating revenues (%) | ||
| Total | 19,917,942,238.16 | 100% | 17,183,109,620.08 | 100% | 15.92% |
| By business segment | |||||
| Alcoholic beverage | 19,468,365,663.88 | 97.74% | 16,782,694,581.25 | 97.67% | 16.00% |
| Other | 449,576,574.28 | 2.26% | 400,415,038.83 | 2.33% | 12.28% |
| By product | |||||
| Liquor | 19,183,149,960.51 | 96.31% | 16,499,265,778.30 | 96.02% | 16.27% |
| Wine | 285,215,703.37 | 1.43% | 283,428,802.95 | 1.65% | 0.63% |
| Other | 449,576,574.28 | 2.26% | 400,415,038.83 | 2.33% | 12.28% |
| By geographical segment | |||||
| Jiangsu | 10,630,640,220.89 | 53.37% | 9,453,996,756.17 | 55.02% | 12.45% |
| Outside Jiangsu | 9,287,302,017.27 | 46.63% | 7,729,112,863.91 | 44.98% | 20.16% |
Unit:RMB
2.2.2. Business Segment, Products or Geographical Segments Contributing over10% of the Operating Revenues or Profits
√ Applicable □ N/A
Whether the Company needs to comply with disclosure requirements of special industryNo
| Operating Revenue | Operating costs | Gross profit margin | YoY change of operating revenue (%) | YoY change of operating costs (%) | YoY change of gross profit margin (%) | |
| By business segment | ||||||
| Alcoholic | 19,468,365,663.8 | 6,285,763,095.9 | 67.71% | 16.00% | 7.87% | 2.43% |
Unit:RMB
| beverage | 8 | 7 | ||||
| By product | ||||||
| Liquor | 19,183,149,960.5 1 | 6,152,292,657.6 5 | 67.93% | 16.27% | 7.78% | 2.53% |
| By geographical segment | ||||||
| Jiangsu | 10,229,347,294.3 9 | 3,458,623,474.9 1 | 66.19% | 11.18% | 9.15% | 0.63% |
| Outside Jiangsu | 9,239,018,369.49 | 2,827,139,621.0 6 | 69.40% | 21.86% | 6.34% | 4.47% |
Under the circumstances that the statistical standards for the Company’s main business data adjusted inthe Reporting Period, the Company’s main business data in the current year is calculated based onadjusted statistical standards at the end of the Reporting Period
□ Applicable √ N/A
2.2.3. Whether Revenue from Physical Sales is higher than Service Revenue
√ Yes □ No
| By business segment | Item | Unit | 2017 | 2016 | YoY Change (%) |
| Liquor | Sale volume | ton | 215,950.8 | 198,198.83 | 8.96% |
| Output volume | ton | 220,136.14 | 204,470.02 | 7.66% | |
| Inventory | ton | 27,308.53 | 23,123.19 | 18.10% | |
| Wine | Sale volume | ton | 5,212.34 | 5,158.93 | 1.04% |
| Output volume | ton | 5,283.01 | 5,038.31 | 4.86% | |
| Inventory | ton | 334.01 | 263.34 | 26.84% |
Reason for any over 30% YoY movements in the data above
□ Applicable √ N/A
2.2.4. Execution of Significant Sales Contracts in the Reporting Period
□ Applicable √ N/A
2.2.5. Breakdown of Operating Costs
By business and product segment
Unit:RMB
| By business segment | Item | 2017 | 2016 | YoY Change(%) | ||
| Amount | As a percentage of operating costs(%) | Amount | As a percentage of operating costs(%) | |||
| Alcoholic beverage | 6,285,763,095.9 7 | 94.08% | 5,827,106,186.4 8 | 93.94% | 7.87% | |
Unit:RMB
| By product segment | Item | 2017 | 2016 | YoY Change(% ) | ||
| Amount | As a percentage | Amount | As a percentage of | |||
| of operating costs(%) | operating costs(%) | |||||
| Alcoholic beverage | Raw materials | 4,243,329,762.51 | 63.51% | 3,453,636,775.70 | 55.68% | 22.87% |
| Alcoholic beverage | Labor costs | 541,519,432.79 | 8.11% | 453,949,036.71 | 7.32% | 19.29% |
| Alcoholic beverage | Fuels and energy | 212,403,387.26 | 3.18% | 164,151,899.51 | 2.65% | 29.39% |
| Alcoholic beverage | manufacturin g overhead | 263,652,646.09 | 3.95% | 242,199,036.34 | 3.90% | 8.86% |
| Alcoholic beverage | Consumptio n tax and surcharges | 1,024,857,867.32 | 15.34% | 1,513,169,438.22 | 24.39% | -32.27% |
Note:
The 32.27% decrease in consumption tax and surcharges was mainly due to the change of tax paying
method from withholding and remitting tax by trustee to direct payment by the Company on September 1,2017. In addition, the accounting method of consumption tax changed from the cost of production of
manufacturing consignment to the taxes and surcharges generated from producing and selling liquor bythe company.
2.2.6. Change in the Scope of the Consolidated Financial Statements for theReporting Period
√ Yes □ No
①The subsidiary corporations newly consolidated in the current year
| Name | Measure of gaining |
| ZYG TECHNOLOGY INVESTMENT LTD | Merger of enterprises under different controlling group |
| Guizhou Welcome Drink Stock Co.,Ltd | Merger of enterprises under different controlling group |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | Merger of enterprises under different controlling group |
| Suqian Sujiu Logistics Co.,Ltd. | Establishment |
| Jiangsu Blue Dream E-commerce Co.,Ltd. | Establishment |
| Jiangsu Yanghe Weiketang Network Technology Co.,Ltd. | Establishment |
| YANGHE CHILE SPA | Establishment |
②The subsidiary corporations no longer consolidated in the current year
| Name | Reason |
| Taizhou Mengye Trading Co.,Ltd. | Liquidation and cancellation |
| Siyang Yanghe Package Service Co.,Ltd. | Liquidation and cancellation |
2.2.7. Major Changes in the Business, Products or Services in the Reporting Period
□ Applicable √ N/A
2.2.8. Main Customers and Suppliers
Sales to major customers of the Company
| Total sales to top five customers(RMB) | 687,470,036.10 |
| Total sales to top five customers as a percentage of the total sales for the year(%) | 3.45% |
| Total sales to related parties among top five customers as a percentage of the total sales for the year(%) | 0.00% |
Information on top five customers
| No. | Customer | Sales amount(RMB) | As a percentage of the total sales for the year(%) |
| 1 | Customer A | 287,461,741.63 | 1.44% |
| 2 | Customer B | 114,647,993.35 | 0.58% |
| 3 | Customer C | 113,743,537.26 | 0.57% |
| 4 | Customer D | 86,293,109.97 | 0.43% |
| 5 | Customer E | 85,323,653.89 | 0.43% |
| Total | -- | 687,470,036.10 | 3.45% |
Other information on major customers
□ Applicable √ N/A
Major suppliers of the Company
| Total sales to top five suppliers(RMB) | 1,268,441,014.78 |
| Total sales to top five suppliers as a percentage of the total sales for the year(%) | 22.98% |
| Total sales to related parties among top five suppliers as a percentage of the total sales for the year(%) | 0.00% |
Information on top five suppliers
| No. | Supplier | Purchases(RMB) | As a percentage of the total purchase for the year(%) |
| 1 | Supplier A | 449,255,761.82 | 8.14% |
| 2 | Supplier B | 249,120,685.48 | 4.51% |
| 3 | Supplier C | 203,713,954.46 | 3.69% |
| 4 | Supplier D | 186,513,439.98 | 3.38% |
| 5 | Supplier E | 179,837,173.04 | 3.26% |
| Total | -- | 1,268,441,014.78 | 22.98% |
Other information on major suppliers
□ Applicable √ N/A
2.3. Expense
Unit:RMB
| 2017 | 2016 | YoY Change(%) | Reason for any significant change | |
| Selling and distribution expenses | 2,387,447,107.0 5 | 1,869,001,821.5 3 | 27.74% | |
| General and Administrative expenses | 1,532,148,106.9 3 | 1,582,435,251.4 5 | -3.18% | |
| Finance costs | -33,912,331.47 | -8,947,212.14 | -279.03% | Increased interest income on deposit and decreased note discount expense in the current period |
2.4. R&D input
√ Applicable □ N/A
In the Reporting Period, the Company continued to push forward technology research and development.
The Company achieved significant results from twenty-one research projects in five areas. Throughconducting a systematic research on healthy liquor in Health Liquor Theory System Project. Healthyfunctional substances in Yanghe Liquor have been found and some good results in health experiencehave been achieved. Beneficial Elements of Brewing By-product Project achieved deep utilization offermented grains and this project was successfully selected for key research and development plan ofJiangsu Province. Solid State Fermentation of Fermented Grains Testing Project obtained industrystandard approval and achieved the transformation from “guiding the company” to “leading the industry”.
Meanwhile, focused on the overall requirements of “strengthening soft feeling and satisfaction” and theorientation of quality improvement, base liquor quality and soft degree were steadily enhanced throughoptimizing process parameters scientifically
Information about R&D input
| 2017 | 2016 | YoY Change(%) | |
| Number of R&D personnel | 348 | 355 | -1.97% |
| R&D personnel as a percentage in total employees | 2.32% | 2.38% | -0.06% |
| R&D input(RMB) | 37,807,634.80 | 36,735,345.28 | 2.92% |
| R&D personnel as a percentage in operating revenues | 0.19% | 0.21% | -0.02% |
| Capitalized R&D input(RMB) | 12,062,387.60 | 10,339,739.27 | 16.66% |
| Capitalized R&D input percentage in total R&D input | 31.90% | 28.15% | 3.75% |
Reason for any significant YPY change in the percentage of the R&D input in the operating revenues
□ Applicable √ N/A
Reason for any sharp variation in the percentage of the capitalized R&D input and rationale
□ Applicable √ N/A
2.5. Cash Flows
Unit:RMB
| Item | 2017 | 2016 | YoY Change(%) |
| Subtotal of cash inflows from operating activities | 24,139,022,765.44 | 22,990,557,358.58 | 5.00% |
| Subtotal of cash outflows due to operating activities | 17,255,852,966.13 | 15,585,512,757.96 | 10.72% |
| Net cash flows from operating activities | 6,883,169,799.31 | 7,405,044,600.62 | -7.05% |
| Subtotal of cash inflows from investing activities | 30,970,188,282.84 | 8,465,713,608.96 | 265.83% |
| Subtotal of cash outflows due to investing activities | 35,131,210,561.81 | 14,430,046,744.26 | 143.46% |
| Net cash flows from investing activities | -4,161,022,278.97 | -5,964,333,135.30 | 30.23% |
| Subtotal of cash outflows due to financing activities | 3,417,116,090.61 | 3,697,079,125.01 | -7.57% |
| Net cash flows from financing activities | -3,417,116,090.61 | -3,697,079,125.01 | 7.57% |
| Net increase in cash and cash equivalent | -706,674,482.79 | -2,251,169,180.44 | 68.61% |
Explanation of why the data above varied significantly
√ Applicable □ N/A
a. Mainly due to the increased cash received from returns on investment, cash inflows from investingactivities increased 265.83% from last year.
b. Mainly due to the increased cash paid for investments, cash outflows due to investing activitiesincreased 143.46% from last year.
c. Mainly due to more increased cash received from returns on investment than the increased cash paidfor investments, net cash flows from investing activities increased 30.23% from last year.
d. Mainly due to the positive net cash flows from investing activities and net cash flows from financingactivities as compared with last year, in cash and cash equivalent increased 68.61% from last year.
Explanation of main reasons leading to the material difference between net cash flows from operatingactivities during the Reporting Period and net profit for the year
□ Applicable √ N/A
3. Analysis of Non-Core Business
√ Applicable □ N/A
| Amount | As a percentage of total profits(%) | Formation reasons | Sustainability | |
| Investment income | 623,953,064.97 | 7.05% | Holding and disposal of available-for-sale financial assets and financial management | No |
| Impairment losses | 22,867,778.12 | 0.26% | Preparation of provision for goodwill impairments, bad debt of account receivables, depreciation of inventory | No |
| Non-operating income | 19,822,054.76 | 0.22% | Mainly due to default fine, indemnity income etc. | No |
| Non-operating expense | 8,340,532.81 | 0.09% | Expenditures for donations etc. | No |
| Other income | 44,745,640.94 | 0.51% | Government subsidy | No |
Unit:RMB
4.Assets and Liabilities
4.1 Material Change of Asset Items
| As at the end of 2017 | As at the end of 2016 | Change in percentage (%) | Explanation about any material change | |||
| Amount | As a percentag e of total assets (%) | Amount | As a percentag e of total assets (%) | |||
| Cash at bank and on hand | 1,751,452,876.18 | 4.05% | 2,456,627,358.97 | 6.33% | -2.28% | |
| Accounts receivable | 8,485,382.83 | 0.02% | 10,824,186.90 | 0.03% | -0.01% | |
| Inventories | 12,861,503,434.11 | 29.73% | 12,221,515,305.37 | 31.50% | -1.77% | |
| Long-term equity investments | 1,980,046.94 | 21,029,470.42 | 0.05% | -0.05% | ||
| Fixed assets | 8,249,559,468.26 | 19.07% | 7,970,035,119.29 | 20.54% | -1.47% | |
| Construction in progress | 234,431,457.83 | 0.54% | 544,670,924.38 | 1.40% | -0.86% | |
Unit:RMB
| Long-term borrowings | 145,452.00 | 181,816.00 |
4.2 Assets and liabilities measured at fair value
□ Applicable √ N/A
4.3 Restricted Asset Rights as of the end of this Reporting Period
There was letter of credit deposit of RMB 1.5 million in cash at bank and on hand. The right wasrestricted.
5. Investment Made
5.1. Total Investment Made
√ Applicable □ N/A
| Investment made in the Reporting Period(RMB) | Investment made in the prior year(RMB) | YoY Change |
| 636,340,416.13 | 414,283,740.11 | 53.60% |
5.2. Significant Equity Investment Made in the Reporting Period
□ Applicable √ N/A
5.3. Significant Non-equity Investment ongoing in the Reporting Period
□ Applicable √ N/A
5.4. Financial Assets at a Fair Value
□ Applicable √ N/A
5.5. Use of Funds Raised
□ Applicable √ N/A
No such cases in the Reporting Period
6. Sale of Major Assets and Equity Interests
6.1. Sale of Major Assets
□ Applicable √ N/A
No such cases in the Reporting Period
6.2. Sale of Major Equity Interests
□ Applicable √ N/A
7. Analysis of Major Subsidiaries
√ Applicable □ N/A
Main subsidiaries and joint companies with an over 10% influence on the Company’s net profit
Unit:RMB
| Company name | Company type | Business scope | Registere d capital | Total assets | Net assets | Operating Revenue | Operating profit | Net profit |
| Su Liquor Trade Group Limited by Share Ltd | Subsidiary | Wholesaling and retailing of prepackaged food | 334,400,00 0.00 | 25,422,035, 451.92 | 5,041,358,0 65.32 | 19,357,324, 408.80 | 5,596,701,9 95.12 | 4,211,512,5 05.23 |
| Jiangsu Shuanggou Distillery Stock Co.,ltd. | Subsidiary | Production and sales of liquor and spirit | 110,000,00 0.00 | 5,244,345,6 85.22 | 1,926,340,3 04.48 | 2,580,125,8 13.82 | 1,738,155,6 34.05 | 1,556,718,1 68.28 |
| Jiangsu Yanghe Liquor Operation Manageme nt Co.,Ltd | Subsidiary | Wholesaling of prepackaged food | 10,000,000 .00 | 7,660,821,1 37.07 | 762,656,12 8.10 | 5,965,176,5 20.81 | 938,241,99 4.22 | 703,678,78 3.25 |
| Jiangsu Shuanggou Liquor Operation Co.,Ltd | Subsidiary | Wholesaling and retailing of prepackaged food | 5,000,000. 00 | 435,914,61 5.18 | 405,141,57 6.73 | 1,754,610,9 76.83 | 523,104,04 1.91 | 392,049,94 8.52 |
Acquisition and disposal of subsidiaries during the Reporting Period
√ Applicable □ N/A
| Subsidiary name | How subsidiary was acquired or disposed during the Reporting Period | Impact on overall operation and results(RMB) |
| ZYG TECHNOLOGY INVESTMENT LTD | Merger of enterprises under different controlling group | Tiny |
| Guizhou Welcome Drink Stock Co.,Ltd | Merger of enterprises under different controlling group | Tiny |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | Merger of enterprises under different controlling group | Tiny |
| Suqian Sujiu Logistics Co.,Ltd. | Establishment | Tiny |
| Jiangsu Blue Dream E-commerce Co.,Ltd. | Establishment | less |
| Jiangsu Yanghe Weiketang Network Technology Co.,Ltd. | Establishment | Tiny |
| YANGHE CHILE SPA | Establishment | Tiny |
| Taizhou Mengye Trading Co.,Ltd. | Canceled | Tiny |
| Siyang Yanghe Package Service Co.,Ltd. | Canceled | Tiny |
8. Structured Bodies Controlled by the Company
□ Applicable √ N/A
9. Outlook for the Future Development of the Company
9.1. Analysis of Industry Situation
First, accelerated development and rapid growth of liquor industry profit. In 2017, the revenue and profitof liquor industry continued to maintain the rapid growth benefited from mass consumption upgrade,consumption structure shift and so on. According to statistic data published by National Bureau ofStatistics, during the year, liquor enterprise above designated size accumulatively achieved revenues ofRMB 565.442 billion, up 14.42% from last year and accumulatively achieved total profit before tax ofRMB 102.848 billion, up 35.79% from last year. In the future, liquor industry will benefit fromconsumption upgrade dividend further with simultaneously rising of volume and price of high-end andsecondary high-end products and the rise of middle class.
Second, increased competition and gradual formation of liquor industry structure. In 2017, with thefurther intensification of liquor market, the industry comprehensively entered the era of squeezecompetition. Famous liquor enterprises constantly strengthened the advantage of products, brand,channel and market. In each product segments – high-end, secondary high-end, mid-/low-end andsmall-packaged products, national brands or representative brands in different mainstream consumptionprice ranges have preliminarily emerged. The liquor industry development structure and competitivesituation are being gradually formed and it will be further enhanced in the further market competition.
Third, divergence accelerated and strong players turn stronger. In 2017, the high-end and secondaryhigh-end products benefited from the rapid growth of market size. It showed the prosperity ofsimultaneously rising of volume and price during the year. The growth rate of famous liquor enterprisesthat had great capacity of product, brand and channel was significantly higher than industry averagelevel. With continued rising trend of merger and acquisition and industry concentration,famous liquorenterprises that had great advantage in capital, management, brand, talent and channel will win out inthe liquor market competition and obtain more market share in the future.
9.2 The company's future development strategy and next operating plan
9.2.1 Further Development Strategy
In 2018, the Company continued to adhere to the strategy of “Wu Du Wu Mi”. The Company tried to bethe most dedicated, professional and far-sighted liquor enterprise that understands, distills and sellsliquor. The further development goal is to become a long-lasting leading enterprise across the life cycleconstantly.
9.2.2 2018 Operating Plan
In 2018, the general work vision is to develop better, comprehensively push forward “One Six Eight”Strategy and strive for achieving more than 20% year-on-year growth of operating revenue.
The meaning of so-called “One Six Eight” Strategy as follows:
“One” refers to focusing on one growth target and striving for leading position in the industry.
“Six” refers to adhering to six principles: trend position principle, Internet plus principle, qualitybreakthrough principle, high-end breakthrough principle, foundation reinforcement principle and bottomline improving principle.
“Eight” refers to pushing forward eight projects:
First, marketing innovation project. The Company pushes forward brand strategy innovation, focuses oncontent production and transmission mode, tells brand stories and improves brand value through bigevent and public benefit marketing. The Company pushes forward product innovation and brandupgrade of “Dream Blue” while constantly improving the product image of “Sea Blue” and “Sky Blue” andreleasing the potential of “Shuanggou”. The Company enhances marketing strategy innovation andpushed forward the dynamic and precis control of marketing, thus creating powerful potential energy ofmarketing.
Second, intelligent manufacturing project. The Company proactively pushes forward “integration ofinformatization and industrialization” and establishes the intelligent brewery with brewing network asprincipal line. The brewery has clear hierarchy including equipment, craft, control, management,decision-making analysis and etc. It achieves integration of management and control and optimumdistribution of resources. The Company establishes new generation intelligent brewery that achievesdigitization, visualization, integration and intelligence, leading to intelligent production andmanufacturing.
Third, technology research and development project. The Company comprehensively pushes forwardthe upgrade of six key projects including mellow quality, health examination,research topic selection andapplication of results. The Company endeavour to complete the six projects including the meaning ofmellow health and database of microorganism, focuses on health mechanism analysis of mellow spiritand leads the healthy development direction of mellow spirit.
Fourth, management optimization project. The Company focuses on quality management and control,financial auditing and team building. The Company pushes forward making “San Xing jiu hua”, long-termmanagement, new mode of financial management and control, management auditing and automation ofmechanism practicable. The Company puts emphasis on high-level talent training, provides acompetitive platform for the promotion, fully designs a scientific assessment scheme and establishesmore flexible incentive mechanism of market-oriented employment.
Fifth, digital transformation project. The Company deepens the data business development, completesthe establishment of front-end business scenario of community and user program and further deepssustainable operation of micronet business. The Company focuses on application breakthrough andachieves Information exchange and sharing, focuses on transformation breakthrough and achievespreliminary digitization to support “Weiketang” ecosphere, focuses on system breakthrough and buildsuser-centered operation strategy mechanism with multidimensional convergence of product, content,scenario, community and data, focuses on program breakthrough and improves platform service abilityof overall marketing program, thus achieving digital transformation.
Sixth, capital strategy project. The Company focuses on consumption upgrade and Internettransformation opportunity, pushes forward making core business, development business and financialinvestment program practicable, carries out research and analysis on unmanned retail business modeand current situation and development trend of new retailing, conducts a study on “big health” andconsumption upgrade, looks for new channel and operation mode, pushes forward resources sharingbetween Yanghe and Interested parties, thus establishing a multidimensional ecosphere of symbiosis,alternation and recycle.
Seventh, the Party building project. The Company takes the Thought on Socialism with ChineseCharacteristics for a New Era as a guide to action, studies spirit of the 19 CPC National Congress
th
thoroughly and firmly, comprehends the instructions and spirit of plenary session of provincial Partycommittee and municipal Party committee, disaggregates and implements spirit of the meeting of theCompany’s party committee, trade union and youth league. The Company improves the Party buildingproject to higher level through pushing forward the Party building and talent organization based on todayand future.
Eighth, culture-shaping project. The Company enhances characteristic culture construction, pushesforward Shuanggou sealed ceremony, ensures the improvement of reputation and marketing, improvessense of ritual and experience of “Open Toupai Liquor Cellar Festival” and enhances the brandreputation. The Company pushes forward making “Ten Thousand People Brand Plan” practicable, tellinggood stories of Sujiu based on reputation and characteristic, cultivating multilevel fans and absorbingmore Sujiu fans. The Company creates the career development platform that helps employee growthand promotion, thus achieving the common growth and development of employees and the Company.
9.2.3 Potential Risk Faced
First, uncertain risk of macro-economy. Nowadays, the external International economic developmentenvironment is unpredictable. It may have some influence on sustainable medium-to-high speed growthof China economy. Once there is unpredictable or uncontrolled change of domestic macroeconomicenvironment or industrial policy, it brings some risks to the healthy development of liquor industry orliquor enterprises.
Second, increased market competition risk. Nowadays, liquor market starts a new round of marketcompetition. Famous liquor enterprises recover rapid growth, optimize product structure, Intensify effortsto attract investment, enhance channel construction and further deepen terminal, leading to moretensive market competition. Meanwhile, liquor industry faces reconstruction of price, channel andservice system. It poses a serious challenge to enterprises whether they can adapt to the newtransformational change.
Third, risk of consumption concept change. Nowadays, in daily life, the preference of spirit consumersdecreases and there is a diversified development trend of liquor consumption as consumers pay moreattention to healthy life concept, promote moderate drinking and the age structure adjustment of liquorconsumers. The liquor industry and liquor enterprises need to face a realistic problem that how theyprecisely grasp the consumption change and lead the future spirit consumption trend.
10. Visits Paid to the Company for Purposes of Research, Communication, Interview,etc.
10.1 In the Reporting Period
√ Applicable □ N/A
| Date of visit | Way of visit | Type of visitor | Index to main inquiry information |
| 13 January 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 13 January 2017 on www.cninfo.com.cn(No: 2017-001) |
| 1 March 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 1 March 2017 on www.cninfo.com.cn(No: 2017-002) |
| 7 March 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 7 March 2017 on www.cninfo.com.cn(No: 2017-003) |
| 10 March 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 10 March 2017 on www.cninfo.com.cn(No: 2017-004) |
| 16 March 2017 | Telephone communication | Institution | Log Sheet of Investor Relations Activities for 16 March 2017 on www.cninfo.com.cn(No: 2017-005) |
| 2 May 2017 | Telephone communication | Institution | Log Sheet of Investor Relations Activities for 2 May 2017 on www.cninfo.com.cn(No: 2017-006) |
| 5 May 2017 | Other | Other | Log Sheet of Investor Relations Activities for 5 May 2017 on www.cninfo.com.cn(No: 2017-007) |
| 19 May 2017 | Field survey | Other | Log Sheet of Investor Relations Activities for 19 May 2017 on www.cninfo.com.cn(No: 2017-008) |
| 29 August 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 29 August 2017 on www.cninfo.com.cn(No: 2017-009) |
| 29 August 2017 | Telephone communication | Institution | Log Sheet of Investor Relations Activities for 29 August 2017 on www.cninfo.com.cn(No: 2017-010) |
| 22 September 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 22 September 2017 on www.cninfo.com.cn (No:2017-011) |
| 7 November 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 7 November 2017 on www.cninfo.com.cn(No: 2017-012) |
| 9 November 2017 | Telephone communication | Institution | Log Sheet of Investor Relations Activities for 9 November 2017 on www.cninfo.com.cn(No: 2017-013) |
| 25 December 2017 | Field survey | Institution | Log Sheet of Investor Relations Activities for 25 December 2017 on www.cninfo.com.cn(No: 2017-014) |
Section V Significant Events
1.Profit Distribution and Converting Capital Reserves into Share Capitalfor Common Shareholders
Formulation, execution or adjustments of profit distribution policy, especially cashdividend policy, for common shareholders in the Reporting Period
□ Applicable √ N/A
On May 19, 2017, the Company held 2016 annual shareholders' meeting, and the plan forprofit distribution for 2016 was deliberated and approved by this meeting. Plan for profitdistribution for 2016: Based on its total of 1506.988 million shares as at 31 December2016, the company distributed a cash dividend of RMB 21 (tax inclusive) per 10 shares toall shareholders. The total cash dividend is RMB 3164.6748 million (including tax). Thebook closure day was 15 June 2016 and the ex-right & ex-dividend day 16 June 2016.
| A special statement of the policy of cash dividends | |
| Whether it meets the requirements of the articles of incorporation or the resolution of shareholders' meeting. | Yes |
| Whether the standard and proportion of dividends are clear. | Yes |
| Whether the relevant decision-making process and systems are complete. | Yes |
| Whether independent directors perform their duties and play their due role. | Yes |
| Whether the minority shareholders have the opportunity to fully express their opinions and appeals and whether their legitimate rights and interests have been adequately protected. | Yes |
| Whether the conditions and procedures are compliant and transparent it the cash dividend policy is adjusted or changed. | The company's cash dividend policy has not been adjusted or changed. |
Plans (or preliminary plans) for profit distribution and converting capital reserves intoshare capital for common shareholders for the recent three years (including the ReportingPeriod) are as following:
Preliminary plan for profit distribution for 2017: Based on its total of 1506.988 millionshares as at 31 December 2017, the company is to distribute a cash dividend of RMB
25.5 (tax inclusive) per 10 shares to all shareholders. The total cash dividend is RMB3842.8194 million (including tax).
Plan for profit distribution for 2016: Based on its total of 1506.988 million shares as at 31December 2016, the company distributed a cash dividend of RMB 21 (tax inclusive) per10 shares to all shareholders. The total cash dividend is RMB 3164.6748 million (includingtax). The book closure day was 15 June 2016 and the ex-right & ex-dividend day was 16June 2016.
Plan for profit distribution for 2015: Based on its total of 1506.988 million shares as at 31December 2015, the company distributed a cash dividend of RMB 18 (tax inclusive) per10 shares to all shareholders. The total cash dividend is RMB 2712.584 million (includingtax). The book closure day was 16 June 2015 and the ex-right & ex-dividend day was 17June 2015.
Cash dividend distribution over the recent three years (including the Reporting Period)
Unit: RMB
| Year | Cash dividends (tax included) | Net profit attributable to common shareholders in the consolidated statement in the year | Ratio to net profit attributable to common shareholders in the consolidated statement in the year | Cash dividends in other forms | Ratio of cash dividends in other forms |
| 2017 | 3,842,819,400.00 | 6,627,169,959.16 | 57.99% | 0.00 | 0.00% |
| 2016 | 3,164,674,800.00 | 5,827,168,870.88 | 54.31% | 0.00 | 0.00% |
| 2015 | 2,712,578,400.00 | 5,365,185,534.99 | 50.56% | 0.00 | 0.00% |
The Company made a profit in the Reporting Period and the profit distributed to commonshareholders of the Company (without subsidiaries) was positive, but it did not put forwarda preliminary plan for cash dividend distribution to its common shareholders
□ Applicable √ N/A
2.Preliminary Plan for Profit Distribution and Converting Capital Reservesinto Share Capital for the Reporting Period
√ Applicable □ N/A
| Bonus shares for every 10 shares (share) | 0 |
| Dividend for every 10 shares (RMB) (tax included) | 25.50 |
| Additional shares converted from capital reserves for every 10 shares (share) | 0 |
| Total shares as the basis for the preliminary plan for profit distribution | 1,506,988,000 |
| (share) | |
| Total cash dividends (RMB) (tax included) | 3,842,819,400.00 |
| Distributable profit (RMB) | 18,737,460,273.68 |
| Percentage of cash dividends in the total distributed profit (%) | 100% |
| Cash dividend policy | |
| The development stage of the company is mature and the Company has no major fund expenditure arrangement. When the profit distribution is carried out, the proportion of cash dividends in this profit distribution should at least reach 80%. | |
| Details about the preliminary plan for profit distribution and converting capital reserves into share capital | |
| As audited by Jiangsu Suyajincheng CPA LLP, the Company realized a net profit of RMB 5,686,271,702.98 for 2017 (consolidated statements attributable to shareholders of the parent company net profit of RMB 6,627,169,959.16). It provided RMB0 as statutory surplus reserves. Plus undistributed profit at the beginning of the year of RMB16,215,863,370.70 and minus the distributed profit of RMB3,164,674,800, the actual distributable profit would be RMB18,737,460,273.68. In line with both the long-term development needs of the company and the principle of giving appropriate returns to shareholders, based on its total of 150,6.99 million shares as at 31 December 2017, the company is to distribute a cash dividend of RMB 25.5 (tax inclusive) per 10 shares to all shareholders. The total cash dividend is RMB 3,842,819,400 (including tax). The remaining undistributed profit shall be carried forward for future distribution. | |
3.Performance of Undertakings
3.1. Undertakings of the Company's Actual Controller, Shareholders,Related Parties and Acquirer, as well as the Company and OtherCommitment Makers Fulfilled in the Reporting Period or ongoing at thePeriod-end
√ Applicable □ N/A
| Undertaking | Undertakin g giver | Type of undertakin g | Details of undertaking | Undertaking date | Term | Particular s on the performa nce |
| Stock reform | ||||||
| undertaking | ||||||
| Undertaking made in the report of acquisition or change of interest | ||||||
| Undertaking made in the reorganization of assets | ||||||
| Undertakings given in time of IPO or refinancing | Jiangsu Yanghe Group Co.,Ltd. | Interbank competitio n, related transaction s and capital occupation | 1. The commitment to avoid competition in the industry: (1) At present, the company has not engaged in the business of competing with the joint stock company. The company is committed to maintaining the existing business structure and does not directly or indirectly operate any business that competes with the actual operation of the joint stock company or may constitute a competition, or a subsidiary or subsidiary enterprise that is engaged in the above business. (2) If the company violates the above commitments, the joint stock company has the right to require the company | 2009.08.26 | Long-standi ng | There has been no violation of this undertaki ng. |
| to immediately terminate its business competition and to compensate for the economic losses caused to the joint stock company. At the same time, the company should pay liquidated damages to the joint stock company for RMB 10 million. (3) The company has committed itself to the legitimate rights and interests of the shareholders of joint-stock companies, other shareholders of joint-stock companies and the creditors of joint-stock companies without the use of their holding shareholder status in the joint stock company. (4) This undertaking shall enter into force on the date of signing, and shall not be revoked without the consent of the stock company. 2. The commitment to reduce the related transactions: the company will strictly |
| follow the requirements of the relevant laws as Corporation Law, Securities Law and Code of Corporate Governance for Listed Companies, and further reduce and strictly standardize the various related transactions between the company and the joint stock companies, so as to ensure that the controlling shareholders and the actual control are not used. The status of making a person damages the interests of the shareholders of a joint stock company and other shareholders and does not occur in the case of new share holding companies. | ||||||
| Suqian Blue Sky Trade Co.,Ltd., Suqian Blue Ocean Trade Co.,Ltd. | Share reduction | After a year of Stock trading in stock exchange, the shares of the issuer will not exceed 25% of the total number of shares held by the issuer, and the issuer's shares and changes in the shares are declared to the issuer in a | 2009.08.26 | 2009.08.26- 2017.11.23 | This undertaki ng has expired and there has been no violation of this undertaki ng. | |
| timely manner. | ||||||
| Suqian Blue Sky Trade Co.,Ltd., Suqian Blue Ocean Trade Co.,Ltd. | Interbank competitio n, related transaction s and capital occupation | The commitment to avoid competition in the industry: 1. The company is mainly engaged in investment management and does not operate the same or associated business with the issuer. The company will not engage in the business of the same or associated business with the issuer, without prejudice to the interests of the issuer, nor from the issuer for unfair interests. 2. If the company violates the above commitment, the issuer has the right to claim compensation for the economic loss resulting from the issuer, and to pay a liquidated penalty of RMB 5 million, and the right to purchase the business item at the market price of the business item or the establishment of a cost price (which is the principle of the lowest value).3. This undertaking shall enter into force on the date of signing, | 2009.08.26 | 2009.08.26- 2017.11.23 | This undertaki ng has expired and there has been no violation of this undertaki ng. | |
| and shall not be revoked without the consent of the issuer. | ||||||
| Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Share reduction | After a year of trading in the stock exchange, the shares of the issuer will not exceed 25% of the total number of shares held by the issuer, and the issuer's shares and changes in the shares are declared to the issuer in a timely manner. | 2017.11.23 | Long-standi ng | There has been no violation of this undertaki ng. | |
| Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Interbank competitio n, related transaction s and capital occupation | The commitment to avoid competition in the industry: 1. The company is mainly engaged in investment management and does not operate the same or associated business with the issuer. The company will not engage in the business of the same or associated business with the issuer, without prejudice to the interests of the issuer, nor from the issuer for unfair interests. 2. If the company violates the above commitment, the issuer has the right to claim compensation for the | 2017.11.23 | Long-standi ng | There has been no violation of this undertaki ng. | |
| economic loss resulting from the issuer, and to pay a liquidated penalty of RMB 5 million, and the right to purchase the business item at the market price of the business item or the establishment of a cost price (which is the principle of the lowest value). 3. This undertaking shall enter into force on the date of signing, and shall not be revoked without the consent of the issuer. | ||||||
| Zhu Guangshe ng, Cong Xuenian | Other undertakin g | Shareholders of Blue Sky Trade,as directors, supervisors and senior managers, made the commitment: 1. During the tenure of the issuer, Blue Sky Trade equity transferred annually shall not exceed 25% of the total number of shares held by Blue Sky Trade。 2. If I leave the issuer, I will not transfer the shares of Blue Sky Trade that I have held within six months after my departure. | 2009.08.26 | 2009.08.26- 2017.11.23 | This undertaki ng has expired and there has been no violation of this undertaki ng. | |
| 3. If I leave from the issuer, the number of Blue Sky transferred shares trade within twelve months after six months of departure does not exceed 50% of the total share of Blue Sky Trade. | ||||||
| Zhong Yuye, Feng Pantai | Other undertakin g | Shareholders of Blue Ocean Trade,as directors, supervisors and senior managers, made the commitment: 1. During the tenure of the issuer, Blue Ocean Trade equity transferred annually shall not exceed 25% of the total number of shares held by .Blue Ocean Trade 2. If I leave the issuer, I will not transfer the shares of Blue Ocean Trade that I have held within six months after my departure. 3. If I leave from the issuer, the number of Blue Ocean transferred shares trade within twelve months after six months of departure does not exceed 50% of the total share of Blue Ocean Trade. | 2009.08.26 | 2009.08.26- 2017.11.23 | This undertaki ng has expired and there has been no violation of this undertaki ng. |
| Zhong Yuye, Feng Pantai, Cong Xuenian | Other undertakin g | Shareholders of Blue Alliance, as directors, supervisors and senior managers, made the commitment: 1. During the tenure of the issuer, Blue Alliance equity transferred annually shall not exceed 25% of the total number of shares held by Blue Alliance. 2. If I leave the issuer, I will not transfer the shares of Blue Alliance that I have held within six months after my departure. 3. If I leave from the issuer, the number of Blue Alliance transferred shares trade within twelve months after six months of departure does not exceed 50% of the total share of Blue Alliance. | 2017.11.23 | Long-standi ng | There has been no violation of this undertaki ng. | |
| Equity incentive commitment | ||||||
| Equity incentive undertaking | Jiangsu Yanghe Group Co.,Ltd., Zhong Yuye, Feng Pantai, | Share reduction | 1. From January 15, 2016 to January 15, 2017, it does not reduce the shares held by any company in any way. 2. If the above | 2016. 01.15 | 2016.01.15- 2017.01.15 | There has been no violation of this undertaki ng. |
| Cong Xuenian,Zh ou Xinhu, Zheng Bujun | undertakings are violated, all proceeds from the reduction of shares shall be owned by the company. | |||||
| Whether the undertaking is fulfilled on time | Yes | |||||
| Specific reasons for failing to fulfill any undertaking and plan for the next step | N/A | |||||
3.2. Where any Earnings Forecast was Made for any of the Company'sAssets or Projects and the Reporting Period is still within the ForecastPeriod, the Company Shall Explain Whether the Performance of theAsset or Project Reaches the Earnings Forecast and Why
□ Applicable √ N/A
4.Occupation of the Company's Capital by the Controlling Shareholder orIts Related Parties for Non-Operating Purposes
□ Applicable √ N/A
No such cases in the Reporting Period.
5.Explanation of the Board of Directors, the Supervisory Committee andIndependent Directors (If Any) Regarding the "Non-standard AuditOpinion" for the Reporting Period
□ Applicable √ N/A
6.Reason for Changes in Accounting Policies, Accounting Estimates andAccounting Methods as Compared to the Financial Report for the PriorYear
√ Applicable □ N/A
In 2017, the Ministry of Finance issued The Accounting Standards for Enterprises No.42-Non-current assets held for sale, disposal group and termination of operation. It has beenimplemented since 28 May 2017. The non-current assets, disposal group and terminationof operation existing in the implement date are treated by prospective application.
In 2017, the Ministry of Finance revised The Accounting Standards for Enterprises No. 16-Government Grants. Since 12 June 2017, the government grants existing in 1 Januaryhave been treated by prospective application. The recent government grants from 1January 2017 to the implementation date are adjusted according to the revised standard.
In 2017, the Ministry of Finance issued Notice of the Ministry of Finance on Revising theformat of general corporate financial statements. It revises the formation of generalcorporate financial statements, which is applicable for financial statements of fiscal year2017 and subsequent periods.
The above changes in significant accounting policies were approved by sixth session ofthe third meeting of the board of directors. The adjustment was made by the Companybased on requirements of the above standards and notices. The impact of items andamounts in financial report stated as follows:
| Content and reason of changes in accounting policies | Name of affected report items | Affected amount in the current period | Affected amount in the same period last year |
| (1)Since 1 January 2017, the government grants related to the Company’s daily activities has been adjusted from “Non-operating income” to “Other income”. Comparative data was not adjusted. | Non-operating income | -44,745,640.94 | N/A |
| Other income | 44,745,640.94 | ||
| (2) Disposal gains and losses from assets originally listed in “Non-operating income” and “Non-operating expenses” were reclassified to the new item “Gains from disposable assets” in the income statement. Comparative data was adjusted. | Non-operating income | -43,724.37 | -727,962.06 |
| Non-operating expenses | -8,642,568.48 | -6,551,591.02 | |
| Gains from disposable assets | -8,598,844.11 | -5,823,628.96 |
7.Reason for Retrospective Restatement of Major Accounting Errorsduring the Reporting Period
□ Applicable √ N/A
No such cases in the Reporting Period.
8.Reason for Changes in Scope of the Consolidated FinancialStatements as Compared to the Financial Report for the Prior Year
√ Applicable □ N/A
Newly incorporated subsidiaries in this period
| Name | Acquisition mode |
| ZYG TECHNOLOGY INVESTMENT LTD | Merger of enterprises under different controlling group |
| Guizhou Welcome Drink Stock Co.,Ltd | Merger of enterprises under different controlling group |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | Merger of enterprises under different controlling group |
| Suqian Sujiu Logistics Co.,Ltd. | Establishment |
| Jiangsu Blue Dream E-commerce Co.,Ltd. | Establishment |
| Jiangsu Yanghe Weiketang Network Technology Co.,Ltd. | Establishment |
| YANGHE CHILE SPA | Establishment |
Subsidiaries that is no longer included in the consolidated range from this period
| Name | Reasons for not incorporating the scope of the merger |
| Taizhou Mengye Trading Co.,Ltd. | Liquidation and cancellation |
| Siyang Yanghe Package Service Co.,Ltd. | Liquidation and cancellation |
9.Engagement and Disengagement of CPAs Firm
CPAs firm at present
| Name of the domestic CPAs firm | Jiangsu Suyajincheng CPA LLP |
| The Company’s payment for the domestic CPAs firm (RMB’0,000) | 180 |
| Consecutive years of the audit service provided by the domestic CPAs firm | 11 |
| Names of the certified public accountants from the domestic CPAs firm | Xu Xuzhen, Kan Baoyong |
| Consecutive years of the audit service provided by the certified public accountants | Xu Xuzhen(4years), Kan Baoyong(1 year) |
Whether the CPAs firm was changed in the current period
□ Yes √ No
Engagement of any CPAs firm for internal control audit, financial advisor or sponsor
√ Applicable □ N/A
The Company appointed Jiangsu Suyajincheng CPA LLP as the internal control auditor forthis year. The remuneration in total paid by the Company to Jiangsu Suyajincheng CPALLP for its audit of the Company’s financial report and internal control conditions for 2017was RMB530 thousand.
10.Possibility of Listing Suspension and Termination after Disclosure ofthis Annual Report
□ Applicable √ N/A
11.Bankruptcy and Reorganization
□ Applicable √ N/A
No such cases in the Reporting Period.
12.Material Litigation and Arbitration
□ Applicable √ N/A
No such cases in the Reporting Period.
13.Punishments and Rectifications
□ Applicable √ N/A
No such cases in the Reporting Period.
14.Credit Conditions of the Company as well as Its ControllingShareholder and Actual Controller
□ Applicable √ N/A
15.Implementation of any Equity Incentive Plan, Employee StockOwnership Plan or Other Incentive Measures for Employees
□ Applicable √ N/A
16. Significant Related-Party Transactions
16.1. Related-party Transactions Arising from Routine Operation
□ Applicable √ N/A
No such cases in the Reporting Period.
16.2. Related-party Transactions Regarding Purchase or Sales of Assetsor Equity Interests
□ Applicable √ N/A
No such cases in the Reporting Period.
16.3. Related-party Transitions Arising from Joint Investments inExternal Parties
□ Applicable √ N/A
No such cases in the Reporting Period.
16.4. Credits and Liabilities with Related Parties
□ Applicable √ N/A
No such cases in the Reporting Period.
16.5. Other Significant Related-party Transactions
□ Applicable √ N/A
No such cases in the Reporting Period.
17. Significant Contracts and Their Execution
17.1. Trusteeship, Contracting and Leasing
17.1.1. Trusteeship
□ Applicable √ N/A
No such cases in the Reporting Period.
17.1.2. Contracting
□ Applicable √ N/A
No such cases in the Reporting Period.
17.1.3. Leasing
□ Applicable √ N/A
No such cases in the Reporting Period.
17.2. Major Guarantees
□ Applicable √ N/A
No such cases in the Reporting Period.
17.3. Entrusted Cash Asset Management
17.3.1. Entrust assets management
√ Applicable □ N/A
Entrust assets in the Reporting Period.
Unit: RMB0, 000
| Product type | Source of entrusted assets | Amount | Undue amountat the end of 2017 | Overdue outstanding amount |
| Bank finance | Equity Fund | 717,588.63 | 717,588.63 | 0 |
| Trust finance | Equity Fund | 677,466 | 677,466 | 0 |
| Broker finance | Equity Fund | 60,000 | 60,000 | 0 |
| Other | Equity Fund | 96,000 | 35,000 | 0 |
| Total | 1,551,054.63 | 1,490,054.63 | 0 | |
Information about significant amount of individual entrust finance or high-risk entrustfinance with principle unguranteed and poor liquidity.
√ Applicable □ N/A
Unit: RMB0,000
| Nam e of trust ee | Trus tee type | Produc t type | Amo unt | Sour ce of fundi ng | Com men cem ent date | Ter min atio n date | Funds allocation | Me tho d of Re mu ner atio n | Ref ere nce d ann uali zed retu rn | pros pecti ve earni ngs (if appli cable ) | Actu al profit & loss for the perio d | Actu al princi pal amo unt reco vere d for the perio d | Amo unt reser ved for impa irme nt (if appli cabl e) | Whet her it go throu gh statu tory proc edur es | Whet her there will be entru st finan ce plan s in the futur e | Sum mary and refer ece (if appli cabl e) |
| Avic Trust Co.,L td. | Trus t | Avic Trust-T ainxin No.98 Collecti ve Fund Trust Plan | 10,0 00 | Equit y Fund | 28 April 2016 | 28 April 201 8 | Subscribi ng trust plan or transferri ng trust usufruct held by beneficia ry under the trust plan managed by trust company Idle fund is operated | Ca sh | 7.5 0% | 1,50 0 | 750 | 750. 00 | 0 | Yes | Yes |
| in the form of deposit in bank | ||||||||||||||||
| Xing ye Inter natio nal Fiduc iary Co.,L td. | Trus t | Xingye Trust Yuan ding No.3 Colle ctive Fund Trust Plan | 20,0 00 | Equit y Fund | 7 Nove mber 2016 | 7 May 201 8 | Subscribi ng insuranc e funds with 1% of subscripti on of cash asset, fixed-inc ome assets,b anking credit assets.tr ansferred asset in register transfer center,pr oduct with high liquidity and standardi zed underlyin g assets. | Ca sh | 5.3 0% | 1,46 8.96 | 930. 44 | 930. 44 | 0 | Yes | Yes | |
| West ern Trust Co.,L td. | Trus t | Wester nTrust- Evergr ande Guang he Receiv able Claim Collecti ve | 10,0 00 | Equit y Fund | 15 Nove mber 2016 | 15 Aug ust 201 8 | Used for Zhengzh ou Evergran de Feicuihu ating Project develop ment and construct | Ca sh | 7.5 0% | 1,31 0.96 | 750 | 750. 00 | 0 | Yes | Yes |
| Fund Trust Plan | ion | |||||||||||||||
| West ern Trust Co.,L td. | Trus t | Wester nTrust- Sunshi ne City Jade Beauty Bay Receiv able Claim Collecti ve Fund Trust Plan | 15,0 00 | Equit y Fund | 10 Marc h 2017 | 10 Dec emb er 201 8 | Taiyuan New Southern City Real Estate Develop ment Co.,Ltd. will use the fund for develop ment and construct ion Emerald Bay Project Phrase II | Ca sh | 7.0 0% | 1,84 1.1 | 822. 74 | 822. 74 | 0 | Yes | Yes | |
| Ping an Trust Co.,L td. | Trus t | Pingan Fortun e-Hong taiNo.1 89Colle ctive Fund Trust Plan | 7,00 0 | Equit y Fund | 10 Octo ber 2017 | 10 Mar ch 201 9 | Used for offering working capital loans to Jiangsu Jintan Chenlin Economi c Technolo gy Develop ment Co.,Ltd. | Ca sh | 6.0 0% | 840 | 0 | 0 | 0 | Yes | Yes | |
| West ern Trust Co.,L td. | Trus t | Wester nTrust- HNA Industr y No.3 Collecti ve | 20,0 00 | Equit y Fund | 1 April 2017 | 1 July 201 8 | Used for capital increase of HNA Industry Group and | Ca sh | 7.0 0% | 1,74 9.04 | 1,00 8.77 | 1,00 8.77 | 0 | Yes | Yes | |
| Fund Trust Plan | working capital supplem ent of HNA Industry | |||||||||||||||
| Xing ye Inter natio nal Fiduc iary Co.,L td. | Trus t | Xingye Trust Yuan ding No.3 Colle ctive Fund Trust Plan | 10,0 00 | Equit y Fund | 5 April 2017 | 8 July 201 8 | Used for subscribi ng insuranc e funds with 1% of subscripti on of cash asset, fixed-inc ome assets,b anking credit assets.tr ansferred asset in register transfer center,pr oduct with high liquidity and underlyin g assets | Ca sh | 5.2 5% | 528. 13 | 261. 42 | 261. 42 | 0 | Yes | Yes | |
| West ern Trust Co.,L td. | Trus t | Wester nTrust- HNA Invest ment No.3 Collecti ve Fund Trust | 6,00 0 | Equit y Fund | 9 May 2017 | 9 Aug ust 201 8 | Used for capital increase of HNA Investme nt Holdings | Ca sh | 6.9 0% | 518. 35 | 0 | 0 | 0 | Yes | Yes | |
| Plan | ||||||||||||||||
| Shan ghai Inter natio nal Xintu o Trad e Com pany | Trus t | Shang hai Xintuo- Road King Credito rs' Invest ment | 10,0 00 | Equit y Fund | 12 May 2017 | 12 May 201 9 | Used for the fellow-up develop ment and construct ion of Road King Lanshanl an Project Phase V and Phase VI. The idle funds can be used to invest deposit in bank, Cash Fengli and Ruby No.1 Seven-d ay Product | Ca sh | 5.9 0% | 1,18 0 | 0 | 0 | 0 | Yes | Yes | |
| Zhon gron g Inter natio nal Trust Co.,L td. | Trus t | Zhongr ong Trust- Guaran tee-ass istant Fund No.190 Collecti ve Fund Trust | 15,0 00 | Equit y Fund | 23 June 2017 | 23 Jun e 201 9 | Used for subscribi ng financial investme nt products or other projects permitted by the laws and | Ca sh | 7.4 0% | 2,22 0 | 0 | 0 | 0 | Yes | Yes |
| Plan | regulatio ns such as deposit in bank, money market fund and corporate bonds | |||||||||||||||
| Zhon gron g Inter natio nal Trust Co.,L td. | Trus t | Zhongr ong Trust-T he Glory of the World No.26C ollectiv e Fund Trust Plan | 10,0 00 | Equit y Fund | 30 June 2017 | 30 Jun e 201 9 | RMB 12.8282 million was used for gaining 49% equity of Dasheng Group Shandon g Property Co., Ltd. The surplus funds deducted related expense s and credit insuranc e fund flowed into project company as a sharehol der loan | Ca sh | 7.6 0% | 1,52 0 | 0 | 0 | 0 | Yes | Yes | |
| West ern Trust | Trus t | Wester nTrust- Evergr | 10,0 00 | Equit y Fund | 5 July 2017 | 5 Oct ober | Capital increase for | Ca sh | 7.4 0% | 1,66 6.52 | 342. 63 | 342. 63 | 0 | Yes | Yes | |
| Co.,L td. | ande Enping Equity Invest ment Collecti ve Fund Trust Plan | 201 9 | Evergran de Real Estate Group Enping Co.,Ltd. and construct ion of Evergran de Spring Cpaital Residenti al Project Phase III and Phase IV | |||||||||||||
| Avic Trust Co.,L td. | Trus t | Avic Trust.A pocaly pse No.556 Tianch engjufu Invest ment Fund | 13,0 00 | Equit y Fund | 30 Augu st 2017 | 29 Aug ust 201 8 | Deposit in bank, Bond reverse repurcha se, money market fund, bond fund and other fixed-inc ome products with high security and permitted by the laws and regulatio ns | Ca sh | 7.0 0% | 907. 51 | 0 | 0 | 0 | Yes | Yes | |
| West ern Trust Co.,L | Trus t | Wester Trust -TAN DE | 12,0 00 | Equit y Fund | 11 Sept emb er | 11 Sep tem ber | Used for develop ment and construct | Ca sh | 6.8 0% | 1,63 2 | 0 | 0 | 0 | Yes | Yes | |
| td. | (Pha se V) Colle ctive Fund Trust Plan | 2017 | 201 9 | ion of Qujiangxi angdu Block C Project by Xi’an Tiandiyu an Real Estate Develop ment Co., Ltd. and replacem ent of external financing | ||||||||||||
| Chin a Touri sm Inter natio nal Fiduc iary Inves tmen t Co.,L td. | Trus t | China Touris m Internat ional Trust-Z hixin No.374 Evergr ande Nanjing Feicuih uating Collecti ve Fund Trust Plan | 10,0 00 | Equit y Fund | 14 Sept emb er 2017 | 14 Sep tem ber 201 8 | Used for develop ment and construct ion of Evergran de Nanjing Feicuihu ating Project and repaying the financial institution borrowin g | Ca sh | 7.5 0% | 750 | 189. 14 | 189. 14 | 0 | Yes | Yes | |
| Shaa nxi Inter natio nal Trust Co.,L td. | Trus t | Shaanx i Internat ional Trust· Wuxi Railwa y Station | 10,0 00 | Equit y Fund | 27 Sept emb er 2017 | 27 Sep tem ber 201 9 | Used for develop ment and construct ion of Tainyu Garden Residenti al Project | Ca sh | 7.6 0% | 1,52 0 | 181. 56 | 181. 56 | 0 | Yes | Yes | |
| North Square A Block Project Loan Collecti ve Fund Trust Plan | Phase I and Phase II 3-7# Building in Wuxi Railway Station North Square A Block in Liangxi Direct, Wuxi City by Wuxi Shimao Real Estate Develop ment and Construc tion Co.,Ltd | |||||||||||||||
| Shan ghai Inter natio nal Xintu o Trad e Com pany | Trus t | Shang hai Xintuo- HAILIA NG GROU P Credito rs ' Invest ment No.2 | 10,0 00 | Equit y Fund | 19 Octo ber 2017 | 19 Oct ober 201 8 | Used for working capital supplem ent of Ningbo Zhedao Investme nt Holdings Co.,Ltd. Idle funds can be used for investme nt in deposit in bank, Cash Fengli | Ca sh | 6.2 0% | 620 | 0 | 0 | 0 | Yes | Yes |
| and ruby series product issued by Shanghai Internatio nal Xintuo Trade Compan y | ||||||||||||||||
| Chin a Touri sm Inter natio nal Fiduc iary Inves tmen t Co.,L td. | Trus t | China Touris m Internat ional Trust·Z hixin No.358 Zhongti an Future ArkColl ective Fund Trust Plan | 1,50 0 | Equit y Fund | 27 Octo ber 2017 | 27 Oct ober 201 8 | Used for develop ment and construct ion of Future Ark Project F10 Group | Ca sh | 7.3 0% | 109. 5 | 0 | 0 | 0 | Yes | Yes | |
| Chin a Touri sm Inter natio nal Fiduc iary Inves tmen t Co.,L td. | Trus t | China Touris m Internat ional Trust·Z hixin No.358 Zhongti an Future Ark Collecti ve Fund Trust Plan | 8,50 0 | Equit y Fund | 27 Octo ber 2017 | 27 April 201 9 | Used for develop ment and construct ion of Future Ark Project F10 Group | Ca sh | 7.4 0% | 942. 64 | 99.2 4 | 99.2 4 | 0 | Yes | Yes | |
| Shaa nxi Inter natio nal Trust Co.,L td. | Trus t | Shaanx i Internat ional Trus·G reen Source farmers market Trust Loan Collecti ve Fund Trust Plan | 10,0 00 | Equit y Fund | 31 Octo ber 2017 | 31 Oct ober 201 9 | Used for working capital supplem ent of offering trust loans to Green Source farmers market Co.,Ltd. | Ca sh | 7.7 0% | 1,54 0 | 0 | 0 | 0 | Yes | Yes | |
| Huat ai Secu rities Co.,L td. | Sec uriti es | Huatai Securiti es -Huatai Hengyi No.170 50 | 10,0 00 | Equit y Fund | 1 Nove mber 2017 | 1 May 201 8 | Used for working capital supplem ent of Huatai Securitie s Co.,Ltd. | Ca sh | 4.9 0% | 242. 99 | 0 | 0 | Yes | Yes | ||
| West ern Trust Co.,L td. | Trus t | Wester nTrust. Sunshi ne City Yujing Special Asset Trust | 15,0 00 | Equit y Fund | 1 Nove mber 2017 | 1 Feb ruar y 201 9 | Used for fellow-up construct ion of Sunshine City Yujing Garden Project | Ca sh | 7.8 0% | 1,46 4.9 | 160. 27 | 160. 27 | 0 | Yes | Yes | |
| Shan ghai Inter natio nal Xintu o Trad e Com pany | Trus t | Shang hai Xintuo- Ocean wide Wuhan Yunhai Garden Collecti ve Trust | 10,0 00 | Equit y Fund | 9 Nove mber 2017 | 9 May 201 9 | Used for develop ment and construct ion of Yunhai Garden Project (Block 24-1) by Wuhan | Ca sh | 6.5 0% | 972. 33 | 0 | 0 | 0 | Yes | Yes | |
| CBD Investme nt&Devel opment Co.,Ltd. | ||||||||||||||||
| Zhon gron g Inter natio nal Trust Co.,L td. | Trus t | Zhongr ong Trust-X iangron g No. 166Coll ective Fund Trust Plan | 15,0 00 | Equit y Fund | 14 Nove mber 2017 | 14 Nov emb er 201 8 | Used for offering working capital loans to Chuying Agro-Pas toral Group Co.,Ltd. | Ca sh | 7.4 0% | 1,11 0 | 109. 48 | 109. 48 | 0 | Yes | Yes | |
| Chin a Touri sm Inter natio nal Fiduc iary Inves tmen t Co.,L td. | Trus t | China Touris m Internat ional Trust-Z hixin No.359 Shimao Beijing Tongzh ou Project Collecti ve Fund Trust | 20,0 00 | Equit y Fund | 22 Nove mber 2017 | 22 Nov emb er 201 8 | Used for offering financing capital to Beijing Fuhuyunt ong Real Estate Develop ment Co.,Ltd. | Ca sh | 7.2 0% | 1,44 0 | 92 | 92.0 0 | 0 | Yes | Yes | |
| Avic Trust Co.,L td. | Trus t | Avic Trust-Ti anxin No.38C ollectiv e Fund Phase IV | 20,0 00 | Equit y Fund | 2 Dece mber 2017 | 20 Dec emb er 201 8 | Used for Subscribi ng trust plan or transfer trust usufruct held by beneficia ry under the trust plan | Ca sh | 7.5 0% | 1,57 3.97 | 78.0 8 | 78.0 8 | 0 | Yes | Yes |
| managed by trust company andidle fund is operated in the form of deposit in bank | ||||||||||||||||
| Chin a Touri sm Inter natio nal Fiduc iary Inves tmen t Co.,L td. | Trus t | China Touris m Internat ional Trust.Z hixin No.423 Fukong Trust | 20,0 00 | Equit y Fund | 14 Dece mber 2017 | 14 Dec emb er 201 8 | Used for offering trust loans to Shanghai Fukong Interactiv e Entertain ment Co.,Ltd and supplem ent of working capital | Ca sh | 8.0 0% | 1,60 0 | 0 | 0 | 0 | Yes | Yes | |
| Avic Trust Co.,L td. | Trus t | Avic Trust-Ti anxin No.38C ollectiv e Fund Phase V | 10,0 00 | Equit y Fund | 14 Dece mber 2017 | 20 Dec emb er 201 8 | Used for Subscribi ng trust plan or transferri ng trust usufruct held by beneficia ry under the trust plan managed by trust company and idle fund is operated | Ca sh | 7.5 0% | 762. 33 | 12.3 3 | 12.3 3 | 0 | Yes | Yes | |
| in the form of deposit in bank | ||||||||||||||||
| West ern Trust Co.,L td. | Trus t | West ern Trust·S unshin e City Qingyu n Park Accoun t Receiv ables Collecti ve Fund Trust Plan | 10,0 00 | Equit y Fund | 15 Dece mber 2017 | 15 Dec emb er 201 8 | Used for develop ment and construct ion of Qingyun Park Phase II project by Changsh a Zhongfan Real Estate Co.,Ltd. | Ca sh | 7.9 0% | 790 | 0 | 0 | 0 | Yes | Yes | |
| Avic Trust Co.,L td. | Trus t | Avic Trust.A pocaly pse No.556 Tianch engjufu Invest ment Fund | 20,0 00 | Equit y Fund | 15 Dece mber 2017 | 15 Dec emb er 201 8 | Used for subscribi ng financial investme nt products or other projects and products permitted by the laws and regulatio ns such as deposit in bank, money market fund and corporate bonds | Ca sh | 7.2 0% | 1,44 0 | 0 | 0 | 0 | Yes | Yes | |
| Zhon gron g Inter natio nal Trust Co.,L td.t | Trus t | Zhongr ong-Ju ndun No.1Tr ust | 15,0 00 | Equit y Fund | 15 Dece mber 2017 | 15 Dec emb er 201 9 | Shanghai Jiangnan (Group) Co., Ltd. used the funds to repay existing debts and acquire equity shares of Sichuan Tengdun Technolo gy Co.,Ltd. And its operation service company . | Ca sh | 8.0 0% | 2,40 0 | 0 | 0 | 0 | Yes | Yes | |
| West ern Trust Co.,L td. | Trus t | Wester nTru st.C AC Grou p Credi tors ' Inves tm Trust | 20,0 00 | Equit y Fund | 18 Dece mber 2017 | 18 Mar ch 201 9 | Used for develop ment and construct ion of Nanjing courtyard project by Nanjing Jiqin Real Estate Co.,Ltd. wholly-o wned by Fuzhou Taihe Real Estate Develop | Ca sh | 7.9 0% | 1,96 9.59 | 0 | 0 | 0 | Yes | Yes |
| ment Co.,Ltd. | ||||||||||||||||
| Chin a Touri sm Inter natio nal Fiduc iary Inves tmen t Co.,L td. | Fun d | China Touris m Internat ional Fortun e Enjoy No.5 Invest ment Fund | 20,0 00 | Equit y Fund | 26 Dece mber 2017 | 2 July 201 8 | Deposit in bank, money fund, open capital manage ment plan, short-ter m current asset, China Tourism Internatio nal self-colle ctive fund trust plan investme nt including governm ent credit, real estate and pledge of stock right | Ca sh | 7.0 0% | 721. 1 | 0 | 0 | 0 | Yes | Yes | |
| West ern Trust Co.,L td. | Trus t | Wester nTru st-Hu aibei Ever gran de Bayv iew Trust | 10,0 00 | Equit y Fund | 28 Dece mber 2017 | 29 Dec emb er 201 8 | Used for develop ment and construct ion of Huaibei Evergran de Bayview | Ca sh | 8.5 0% | 850 | 0 | 0 | 0 | Yes | Yes | |
| Xing ye Inter natio nal Fiduc iary Co.,L td. | Trus t | Xingye Trust hui No.T rust | 10,0 00 | Equit y Fund | 29 Dece mber 2017 | 29 Dec emb er 201 8 | Used for develop ment and construct ion of Baima Road East G102 Block by Nanjing Huiyao Real Estate Develop ment Co.,Ltd. | Ca sh | 7.0 0% | 700 | 0 | 0 | 0 | Yes | Yes | |
| Total | 443, 000 | -- | -- | -- | -- | -- | -- | 42,4 01.9 2 | 5,78 8.1 | -- | 0 | -- | -- | -- | ||
Entrust finance expected to be failed to recover principle or other situation leading toimpairment
□ Applicable √ N/A
17.3.2 Entrust Loans
□ Applicable √ N/A
No such cases in the Reporting Period.
17.4 Other Significant Contracts
□ Applicable √ N/A
No such cases in the Reporting Period.
18. Social Responsibilities
18.1 Information about Taking Social Responsibilities
The information about taking social responsibilities disclosed in 2017 Annual SocialResponsibilities Report in detail on www.cninfo.com.cn on 27 April 2018.
18.2 Information about Targeted Poverty Alleviation
18.2.1 Targeted Poverty Alleviation plan
According to the overall arrangement of overcoming poverty and achieving prosperity(work of “Gua Cun Bao Hu”) by Suqian municipal committee and municipal government,the Company actively responded the municipal appeal and made the work practicable.
The Company’s counterpart support objects were Qiuzhuang village and 200 low-incomefamilies living in Dagou village and Taiping village, Zhenglou Town, Yanghe New District.
The goal of target poverty alleviation is to achieve that the collective economic income ofreaches more than 180 thousand by the end of 2019 and 200 low-income families living inDagou village and Taiping village out of poverty.
18.2.2 Summary of Annual Targeted Poverty Alleviation
The Company has continued to work hard for counterpart support( work of “Gua Cun BaoHu” and “San Jin San Bang”) since 2017 as follows:
First, the Company worked hard for counterpart support (work of “Gua Cun Bao Hu” and“San Jin San Bang”) required by municipal government including poverty alleviationinformation submission, feedback on problems shown on the public number (Jiangsu Visit)and concerns raised by farmers, “Gua Cun Bao Hu ”-Plan,Progress and Performance,“Zoujiceng, Tiaojiegou, Zhusanxia” ,mass poverty alleviation fellowship, “Sunshinealleviation”. The donation of mass poverty alleviation fellowship amounted to RMB 3million by the Company and employees. The Dream Blue charitable foundation financedpoor college students and helped poor students attend university. The Companyadvocated setting up “Yuanmeng Plan” education fund with Suqian chamber of commercein Nanjing. The donation amounted RMB 500 thousand and helped 50 college freshmenfrom poor families in Suqian.
Second, the Company pushed forward the annual work plan of (work of “Gua Cun BaoHu”) and helped poor families out of poverty. The total donation amounted more thanRMB 100 thousand by cadres and Party members. The Company assisted the villages inindustrial restructuring and leveling 700 mu of land for circulation. The Company alsohelped the villages pave more than 400 meters cement road, established a convenientservice center. The air-conditioning in Party member activity room was installed toimprove the condition. In particular, the Company donated RMB 400 thousand taken fromthe party membership dues to set up party group service center for 8 poor rural partybranches in Suqian in order to actively respond to the “party membership dues warmgrass roots activity” organized by organization department of the provincial partycommittee. The Company donated RMB 100 thousand to help Qiuzhaung village buildinfrastructure and donated RMB 100 thousand to help 200 low-income families living inDagou village and Taiping village in order to make the work of “Gua Cun Bao Hu” and“San Jin San Bang” practicable. By the end of 2017, there were 87 families out of povertyamong 101 families in Dagou village and the year-over-year increase of annual incomeper head of other families reached more than RMB 500. There were 66 families out ofpoverty among 99 families in Taiping village and the year-over-year increase of annualincome per head of other families reached more than RMB 500. The collective economicincome of Qiuzhuang village reached RMB 185.2 thousand and fulfilled the annual taskrequirement.
Third, the Company organized featured activities related to poverty alleviation includingthe special activity of Dragon Boat Festival (“Thousands of words are always friendship”)and organizing young volunteers to visit nursing home in Zhenglou Town for caringactivities. The Company took the opportunity of celebrating the 96th birthday of the CPCand institutionalization and normalization of the party building studies mechanism to bringthe work of “Gua Cun Bao Hu” and “San Jin San Bang” into a series of activities andeducation content and to organize new Party members to have an oath ceremony inQiuzhuang village.
18.2.3 Poverty Alleviation Achievement
| Indicator | Unit | Amount/Implementation Situation |
| A,Overall situation | —— | —— |
| Including:1.Fund | Ten thousand yuan | 361.86 |
| 2.Goods converted into cash | Ten thousand yuan | 10.78 |
| 3.Establishing card for archives of poor people out of poverty | Person | 186 |
| B,Input by project | —— | —— |
| 1.Industrial development | —— | —— |
| 2.Transfer and employment | —— | —— |
| 3.Removal and relocation | —— | —— |
| 4.Educational poverty alleviation | —— | —— |
| Including:4.1 Aiding poor students | Ten thousand yuan | 350 |
| 5.Health poverty alleviation | —— | —— |
| 6.Ecological protection | —— | —— |
| 7.Basic guarantee | —— | —— |
| 8.Social poverty alleviation | —— | —— |
| 9.Other project | —— | —— |
| Including:9.1.Item | —— | 6 |
| 9.2.Input amount | Ten thousand yuan | 22.64 |
| C,Awards(content and level) | —— | —— |
18.2.4 Fellow-up Poverty Alleviation Plan
In 2018, the Company will studies spirit of the 19th CPC National Congress thoroughlyand firmly. The Company will take targeted poverty alleviation and accelerating povertyeradication as its own duty and continue to make counterpart support plan seriouslybased on the task of poverty alleviation. The Company will push forward the povertyalleviation plan and work hard to complete the annual task of counterpart support. TheCompany will push forward the work of “Gua Cun Bao Hu” and “San Jin San Bang” withhigh quality and efficiency in order to enhance the rural development, enrich the people,build closer relationship between cadres and the masses and make a contribution to“Liang Ju Yi Gao”.
18.3 Information about Environment Protection
Whether the listed company and its subsidiaries belong to heavy polluting industriesprescribed by the environmental protection departments of China
| Company name | Name of main pollutant and particular pollutant | Disc harg e type | Amount of discharg e outlet | Distrib ution of discha rge outlet | Emission concentra tion | Pollution discharge standard | Total emissi on | Appro ved total emiss ion | Excessi ve dischar ge |
| Jiangsu Yanghe Brewery Joint-Sto ck Co., Ltd. | COD Ammonia nitrogen | Indir ect disc harg e | 1 | Within site | COD: 50-200m g/L,Amm onia nitrogen: 1-20mg/L | Discharge standard of water pollutants for liquor and spirit industry Sheet 2 indirect discharge | COD: 188.6 ton per year,A mmoni a nitroge n:22 tons per year | COD: 1960 tons per year, Amm onia nitrog en: 174.3t ons per year | No |
| Jiangsu Shuangg ou Distillery Stock Co.,ltd. | COD Ammonia nitrogen | Pipel ine | 2 | Within site | COD: 130mg/L, Ammonia nitrogen: 5mg/L | Pipeline standard of water pollutants for Shuanggo u Town | COD:8 2.94to n per year,A mmoni a nitroge n:3.19 tons per year | COD: 540.6 1tons per year, Amm onia nitrog en: 56.31t on per year | No |
| Guizhou Guijiu Co.,Ltd. | COD Ammonia nitrogen | Dire ct disc harg e | 1 | Within site | COD:100 mg/L,Am monia nitrogen: 10mg/L | Discharge standard of water pollutants for liquor and spirit industry Sheet 2 Direct | COD:1 .97ton per year,A mmoni a nitroge n: 0.275 | COD: 2.04 tons per year, Amm onia nitrog en: | No |
| discharge | tons per year | 0.308 tons per year |
Information about construction and operation of anti-pollution installations
18.3.1 Waste water treatment: In 2017, sewage treatment stations of the Company andsubsidiaries worked properly and efficiently and effluent quality was superior to relatedindustry standards.
18.3.2 Solid waste treatment: the solid waste of the Company and subsidiaries mainlyincluded vinasse, sludge and household garbage. The Company entrusted Jiangsu GuguiNew Material Joint-Stock Co.,Ltd., Guizhou Maifeng Biology Co.,Ltd., Jiangsu WoyeBiology Technology Development Co.,Ltd., Sihong County Hengli Property Management
Co.,Ltd. and local office of environment and sanitation to dispose the above solid waste.
Information about environmental impact assessment of construction project and otherauthorization from the administrative department in charge of environmental protection
The Company and subsidiaries have all necessary licenses and certificates includingenvironmental impact assessment report of construction project, “San Tong Shi” materialsexamination and acceptance report and waste discharge permit.
The prepared plan for environmental emergencies
The Company and subsidiaries made prepared plan for environmental emergenciesrespectively and have all necessary licenses and certificates related to the contingencyplan. They were put on record by Jiangsu Provincial Environmental Protection Office andGuizhou Provincial Environmental Protection Office. In 2017, the Company andsubsidiaries carried out emergency exercises about operating trouble of waste watertreatment and pipe network blocking. 6 emergency exercises were carried out during theyear and environment emergency response capability was enhanced.
Environment self-monitoring scheme
The Company and subsidiaries respectively prepared environment self-monitoringschemes based on requirement in order to achieve the quality control and guarantee ofoverall process of pollutant source monitoring. The schemes were put on record bySuqian environmental monitor station and Xiuwen County environmental monitor station.
The Company entrusted Taike Detection Technology Jiangsu Co.,Ltd., Sihongenvironmental monitor station and Xiuwen County environmental monitor station as thethird party to conduct sewage testing monthly and the testing results were timely issuedon information distributing platform.
Other environment information should be disclosed
N/A
Other information about environment protection
Information about emissions and saving energy
A.In 2017, the Company and subsidiaries spent more than RMB 3.8 million upgrading andrebuilding the sewage treatment stations. Air environmental quality within site was greatlyimproved and the indicators were superior to related standards.
B.The performance of recovery and comprehensive utilization of marsh gas wassignificant and the steam output from marsh gas burning was more than 43 thousand tons.
It achieved the economic result valued more than 7.9 million.
C.The Company actively responded to state and local requirements and shut down 2coal-fired boilers (20 tons) and 1 coal-fired boilers (10 tons). The Company adoptedcentralized heating and the environment performance was greatly improved. It savedmore than 25 thousand tons of coal and reduced 50.88 tons of sulfur dioxide, 55 tons ofoxynitride, 9.9 tons of dust particles, more than 12 thousand tons of slag and 58 thousandtons of greenhouse gas.
D.In 2017, the environment protection work was professionally recognized and wasawarded honorary title of “All-China Excellent Enterprise in Environment Protection”issued by All-China Environment Federation.
19. Other Significant Events
√ Applicable □ N/A
19.1 Suqian Blue Sky Trade Co., Ltd. was the company’s second-largest shareholder andheld 166,702,906 shares. The shareholding ratio is 11.06%; Suqian Blue Ocean Trade
Co., Ltd. was the company’s third-largest shareholder and held 156,435,720 shares. Theshareholding ratio is 10.38%. On 16 August 2016, Jiangsu Blue Alliance Joint-Stock Co.,Ltd., Suqian Blue Sky Trade Co., Ltd. and Suqian Blue Ocean Trade Co., Ltd. signed amerger agreement. The shares held by Suqian Blue Sky Trade Co., Ltd. and Suqian BlueOcean Trade Co., Ltd. was succeeded to Jiangsu Blue Alliance Joint-Stock Co., Ltd. aftermerger. The Company issued a prompted announcement of changes in equity (No.2016-021), a detailed report of change in equity and 2 simplified report of change in equityon 18 August 2016. The Company disclosed the announcement of completion ofregistration of shares held by more than 5% shareholders. The negotiability registrationwas completed by Blue Alliance, Blue Sky Trade and Blue Ocean Trade.
19.2 The Company indirectly held partnership share of Jiangsu Jiequan EmergingIndustry Development Fund (Limited Partnership) via Jiangsu Xinghe InvestmentManagement Co.,Ltd. and Nanjing Xingnahe Venture Capital Investment partnership(Limited Partnership). Jiangsu Jiequan Emerging Industry Development Fund (LimitedPartnership) completed fund-raising and put in record in AMAC. The record numbers areSCF515 and SCL005. It was disclosed in detail on the announcement of cooperativeinvestment with professional investment institutions (No: 2017-021) on 30 December2017 and the announcement of progress of cooperative investment with professionalinvestment institutions (No: 2018-011) on 12 April 2018.
20.Significant Events of Subsidiaries
□ Applicable √ N/A
Section VI Changes in shares and information about
Shareholders
1. Changes in Shares
Unit:Share
| Before | +,- | After | |||||||
| Number | Proporti on (%) | Issuan ce of new shares | Bonu s share s | Capitalizati on of capital reserves | Other | Subtotal | Number | Proporti on (%) | |
| 1.Restricted shares | 266,271,99 0 | 17.67% | 0 | 0 | 0 | -1,478,0 03 | -1,478,0 03 | 264,793,98 7 | 17.57% |
| 1.Shares held by the state | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 2.Shares held by state-owned corporations | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 3.Shares held by other domestic investors | 266,271,99 0 | 17.67% | 0 | 0 | 0 | -1,478,0 03 | -1,478,0 03 | 264,793,98 7 | 17.57% |
| Among which: Shares held by domestic corporations | 249,480,00 0 | 16.55% | 0 | 0 | 0 | 0 | 0 | 249,480,00 0 | 16.55% |
| Shares held by domestic individuals | 16,791,990 | 1.12% | 0 | 0 | 0 | -1,478,0 03 | -1,478,0 03 | 15,313,987 | 1.02% |
| 4.Shares held by foreign investors | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Among which: Shares held by foreign corporations | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Shares held by foreign individuals | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 2.Non-restric ted shares | 1,240,716,0 10 | 82.33% | 0 | 0 | 0 | 1,478,00 3 | 1,478,00 3 | 1,242,194,0 13 | 82.43% |
| 1.RMB common shares | 1,240,716,0 10 | 82.33% | 0 | 0 | 0 | 1,478,00 3 | 1,478,00 3 | 1,242,194,0 13 | 82.43% |
| 2.Domestical ly listed foreign shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 3.Overseas listed foreign shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 4.Others | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 3.Total shares | 1,506,988,0 00 | 100.00 % | 0 | 0 | 0 | 0 | 0 | 1,506,988,0 00 | 100.00 % |
Reasons for the change in shares
√ Applicable □ N/A
The main reason for the change in shares is that the shares of directors and top managersare locked.
Approval of share changes
□Applicable √N/A
Transfer of share ownership
√Applicable □N/A
Blue Alliance merged and signed the Merger Agreement with Blue Sky Trade and BlueOcean Trade.After the merger, there was existence of Blue Alliance and cancellation ofBlue Sky Trade and Blue Ocean Trade. Blue Alliance took up the rights and obligations ofBlue Sky Trade and Blue Ocean Trade. 166,702,906 shares (including 37,993,906circulation stock and 128,709,000 restricted shares before IPO) held by Blue Sky Tradeand 156,435,720 shares(including 35,664,720 circulation stock and 120,771,000restricted shares before IPO)were fully transferred to Blue Alliance on 23 November2017.
Effects of changes in shares on the basic EPS, diluted EPS, net assets per share
attributable to common shareholders of the Company and other financial indexes over thelast year and the last Reporting period
□Applicable √N/A
Other contents that the Company considers necessary or is required by the securitiesregulatory authorities to disclose
□Applicable √N/A
2. Changes in Restricted Shares
√Applicable □N/A
Unit:Share
| Name of shareholder | Opening restricted shares | Unlocked in current period | Increased in current period | Closing in restricted shares | Reason for change | Date of unlocking |
| Wang Yao | 22,502 | -1 | 0 | 22,501 | Locked up due to his chairman of the board position | N/A |
| Zhong Yuye | 4,434,007 | 0 | 1,478,004 | 5,912,011 | Locked up due to his former director and CEO position | 50% of restricted shares were released on 23 March 2018. The left will be released on 23 March 2019. |
| Zhu Guangsheng | 2,956,006 | -2,956,006 | 0 | 0 | Unlocked due to expiration of his former senior management position | 201-7-8 |
| Jiangsu Blue Alliance Joint-Stock Co., Ltd. | 0 | 0 | 249,480,000 | 249,480,000 | Merger of Blue Sky Trade and Blue Ocean Trade , share transfer | N/A |
| Suqian Blue Ocean Trade | 120,771,0 00 | -120,771,000 | 0 | 0 | Consolidated by Blue | N/A |
| Co.,Ltd. | Alliance, share transfer | |||||
| Suqian Blue Sky Trade Co.,Ltd. | 128,709,0 00 | -128,709,000 | 0 | 0 | Consolidated by Blue Alliance, share transfer | N/A |
| Total | 256,892,5 15 | -252,436,007 | 250,958,004 | 255,414,512 | -- | -- |
2.Issuance and Listing of Securities
2.1 Securities(excluding preference shares) Issued in the ReportingPeriod
□Applicable √N/A
2.2 Changes in Total Shares of the Company and the ShareholderStructure, as well as the Asset and Liability Structure
□Applicable √N/A
2.3 Existing Staff-held Shares
□Applicable √N/A
3. Shareholders and Actual Controller
3.1 Total Number of Shareholders and Their Shareholdings
Unit:Share
| Total number of common shareholders at the end of the Reporting Period | 24,648 | Total number of common shareholders at the prior month-end before the disclosure date of the annual report | 26,637 | Total number of preference shareholders with resumed voting rights at the period-end(if any)(see note 8) | 0 | Total number of preference shareholde rs with resumed voting rights at the period-end (if any)(see note 8) | 0 | ||||||
| Shareholdings of shareholders with a shareholding percentage over 5% or the top 10 shareholders | |||||||||||||
| Name of shareholder | Nature of shareholder | Shareholdi ng percentag e | Total shares held at the period-en d | Increase/ decrease during the Reporting Period | Number of restricte d shares held | Number of non-restri cted shares held | Pledged or frozen shares | ||||||
| Status of share s | Number of shares | ||||||||||||
| Jiangsu Yanghe Group Co.,Ltd. | State-owne d | 34.16% | 514,858,9 39 | 0 | 0 | 514,858, 939 | Froze n | 3,400,000 | |||||
| corporation | |||||||||||||
| Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Domestic non-state-o wned corporation | 21.44% | 323,138,6 26 | 323,138,6 26 | 249,480, 000 | 73,658,6 26 | |||||||
| Shanghai Haiyan Logistics Development Co.,Ltd. | State-owne d corporation | 9.67% | 145,708,1 37 | 0 | 0 | 145,708, 137 | |||||||
| ShangHai jieqiang Tobacco Sugar &wine(Group)Co. ,Ltd | State-owne d corporation | 4.37% | 65,827,14 7 | 0 | 0 | 65,827,1 47 | |||||||
| Hong Kong Securities Clearing Company Ltd. (HKSCC) | Foreign corporation | 4.11% | 61,943,62 3 | 0 | 61,943,6 23 | ||||||||
| Nantong Zongyi Investment Co.,Ltd. | Domestic non-state-o wned corporation | 1.46% | 22,050,00 0 | -13,261,6 00 | 0 | 22,050,0 00 | Pledg ed | 15,000,00 0 | |||||
| China Securities Finance Corporation limited | Domestic non-state-o wned corporation | 0.91% | 13,736,57 0 | 13,736,57 0 | 0 | 13,736,5 70 | |||||||
| Central Huijin Asset Management Co., Ltd. | State-owne d corporation | 0.85% | 12,766,40 0 | 0 | 0 | 12,766,4 00 | |||||||
| Xingyuan Asset Management Co.,Ltd.-clients' capital | Domestic corporation | 0.74% | 11,119,29 8 | -3,355,70 0 | 0 | 11,119,29 8 | |||||||
| UBS AG | Foreign corporation | 0.73% | 10,951,23 6 | -4,248,30 3 | 0 | 10,951,2 36 | |||||||
| Strategic investors or general corporations becoming top-ten shareholders due to placing of new shares(if any)(see note 3) | N/A | ||||||||||||
| Related-parties or acting-in-concert | N/A | ||||||||||||
| Shareholdings of the top 10 non-restricted shareholders | |||||||||||||
| Name of shareholder | Number of non-restricted shares held in the period end | Type of shares | |||||||||||
| Type | Number | ||||||||||||
| Jiangsu Yanghe Group Co.,Ltd. | 514,858,939 | RMB comm on share s | 514,858,9 39 | ||||||||||
| Shanghai Haiyan Logistics Development Co.,Ltd. | 145,708,137 | RMB comm on share s | 145,708,1 37 | ||||||||||
| Jiangsu Blue Alliance Joint-Stock Co., Ltd. | 73,658,626 | RMB comm on share s | 73,658,62 6 | ||||||||||
| ShangHai jieqiang Tobacco Sugar &wine(Group)Co.,Ltd | 65,827,147 | RMB comm on share s | 65,827,14 7 | ||||||||||
| Hong Kong Securities Clearing Company Ltd. (HKSCC) | 61,943,623 | RMB comm on share s | 61,943,62 3 | ||||||||||
| Nantong Zongyi Investment Co.,Ltd. | 22,050,000 | RMB comm on share s | 22,050,00 0 | ||||||||||
| China Securities Finance Corporation Limited | 13,736,570 | RMB comm on share s | 13,736,57 0 | ||||||||||
| Central Huijin Asset Management Co., Ltd. | 12,766,400 | RMB comm on share s | 12,766,40 0 | ||||||||||
| Xingyuan Asset Management | 11,119,298 | RMB | 11,119,29 | ||||||||||
| Co.,Ltd.-clients' capital | comm on share s | 8 | |||||||||||
| UBS AG | 10,951,236 | RMB comm on share s | 10,951,23 6 | ||||||||||
| Strategic investors or general corporations becoming top-ten shareholders due to placing of new shares(if any)(see notes 3) | N/A | ||||||||||||
| Explanation on the top 10 common shareholders participating in the securities margin trading(if any)(see notes 4) | N/A | ||||||||||||
Did any of the top 10 common shareholders or the top non-restricted common
shareholders of the Company conduct any promissory repurchase during the ReportingPeriod.
□ Yes √ No
The top 10 non-restricted common shareholders,the top10 common shareholders did notconduct any promissory repurchase during the Reporting Period.
3.2 Controlling Shareholder
Nature of controlling shareholder:Local state-owned
Type of controlling shareholder:Corporation
| Name of controlling shareholder | Legal representative/C ompany principal | Date of establishment | Credibility code | Main business scope |
| Jiangsu Yanghe Brewery Joint-Stock Co., Ltd | Han Feng | 1997-05-08 | 9132130014233 4989Y | Sales of brewing mechanical equipment, Liquor Export, Import of various raw and auxiliary material used for production, equipment and accessories, |
| Industrial investment; municipal public engineering, building engineering, tourism cultural industry investment. | ||||
| Shareholdings of the controlling shareholder in other controlled or non-controlled listed companies at home or abroad during the Reporting Period | N/A | |||
Change of the controlling shareholder during the Reporting Period
□Applicable √N/A
No such cases in the Reporting Period
3.3 Actual Controller
Nature of actual controller:Local State-owned Assets Supervision and AdministrationCommission
Type of actual controller:Corporation
| Name of actual controller | Legal representative/C ompany principal | Date of establishment | Credibility code | Main business scope |
| State-owned Assets Supervision and Administration Commission of Suqian | Ye Feng | 2005-10-22 | N/A | Execution of duty of state-owned enterprise's investor on behalf of the people's government of suqian and implement of supervision and administration of state-owned assets and state-owned |
| enterprises. | ||||
| Share holdings of the controlling shareholder in other controlled or non-controlled listed companies at home or abroad during the Reporting Period. | N/A | |||
Change of the actual controller during the Reporting Period
□Applicable √N/A
No such cases in the Reporting Period.
Ownership and control relations between the actual controller and the Company
State-owned Assets Supervision and Administration Commission of Suqian
100%
Jiangsu Yanghe Group Co.,Ltd.
100%
Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.
The actual controller control the company via trust or other ways of assets management
□Applicable √ N/A
3.4 Other Corporate Shareholders with a Shareholding PercentageAbove 10%
√Applicable □ N/A
| Name of actual controller | Legal representative/ Company principal | Date of establishmen t | Registered capital | Main business scope |
| Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Zhang Yubai | 2016-07-2 8 | RMB 104,544,000.0 0 | Sales of daily products, research and development of biology technology, furniture |
| production,Busines s management consulting service, planting fruit tree,sales of prepackaging food. |
3.5 Limits on the Company’s Shares Held by its Controlling Shareholder,Actual Controller, Restructuring party and Other Commitment Subjects.
□Applicable √ N/A
Section VII Preference Shares
□ Applicable √ N/A
No such cases in the Reporting Period
Section VIII Profiles of Directors, Supervisory, Senior
Management and Employees
1. Change in Shares own by Directors, Members of SupervisoryCommittee, Senior Management and Employees
| Name | Office title | Incum bent/ Form er | Gen der | Ag e | Period of servic e | Share s held at the year- begin (shar e) | Share s increa sed at the Report ing Period (share ) | Shares decrease d at the Reportin g Period (share) | Other increa se/dec rease (share ) | Shares held at the period-end (share) |
| Wang Yao | Chair man | Incum bent | Mal e | 53 | 2015.2 .10-20 21.1.2 9 | 30,00 2 | 0 | 0 | 0 | 30,002 |
| Zhon g Yu | Deput y Chair man,P reside nt | Incum bent | Mal e | 54 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Han Feng | Direct or | Incum bent | Mal e | 56 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Cong Xueni an | Direct or,Vice Presid ent,Se cretary of the Board, CFO | Incum bent | Mal e | 52 | 2015.2 .10-20 21.1.2 9 | 3,378 ,291 | 0 | 0 | 0 | 3,378,291 |
| Zhou Xinhu | Direct or,Vice Presid ent,Ch ief Engin | Incum bent | Mal e | 56 | 2015.2 .10-20 21.1.2 9 | 3,378 ,291 | 0 | 500,000 | 0 | 2,878,291 |
| eer | ||||||||||
| Liu Huas huan g | Direct or | Incum bent | Mal e | 48 | 2018.1 .29-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Wang Kai | Direct or | Incum bent | Mal e | 41 | 2017.5 .19-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Xu Zhijia n | Indepe ndent Direct or | Incum bent | Mal e | 54 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Cai Yunqi ng | Indepe ndent Direct or | Incum bent | Fem ale | 66 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Ji Xueqi ng | Indepe ndent Direct or | Incum bent | Mal e | 47 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Chen Tong guan g | Indepe ndent Direct or | Incum bent | Mal e | 52 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Feng Panta i | Chair man of Super visory Comm ittee | Incum bent | Mal e | 58 | 2015.2 .10-20 21.1.2 9 | 5,677 ,986 | 0 | 0 | 0 | 5,677,986 |
| Chen Yiqin | Memb er of Super visory Comm ittee | Incum bent | Mal e | 57 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Chen Taiqin g | Memb er of Super visory Comm ittee | Incum bent | Mal e | 53 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Chen | Memb | Incum | Mal | 50 | 2015.2 | 0 | 0 | 0 | 0 | 0 |
| Taiso ng | er of Super visory Comm ittee | bent | e | .10-20 21.1.2 9 | ||||||
| Zhou Wenq i | Memb er of Super visory Comm ittee | Incum bent | Fem ale | 52 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Lin Qing | Vice Presid ent | Incum bent | Fem ale | 43 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Zhen Bujun | Vice Presid ent | Incum bent | Mal e | 51 | 2015.2 .10-20 21.1.2 9 | 71,40 0 | 0 | 6,400 | 0 | 65,000 |
| Zhu Wei | Vice Presid ent | Incum bent | Mal e | 41 | 2015.2 .10-20 21.1.2 9 | 0 | 0 | 0 | 0 | 0 |
| Tang Jian | Direct or | Form er | Mal e | 48 | 2016.5 .31-20 17.4.1 | 0 | 0 | 0 | 0 | 0 |
| Zhon g Yuye | Direct or,Exe cutive Presid ent | Form er | Mal e | 61 | 2015.2 .10-20 17.9.2 3 | 5,912 ,011 | 0 | 0 | 0 | 5,912,011 |
| Total | 18,44 7,981 | 0 | 506,400 | 0 | 17,941,581 |
2. Change in Directors, Members of Supervisory Committee, SeniorManagement and Employees
| Name | Office title | State of Position | Date | Reason |
| Tang Jian | Director | Dimission | 2017.4.1 | Resign |
| Zhong Yuye | Director,Executive President | Dimission | 2017.9.23 | Retire |
3. Basic Information
Professional background, work experience and major position of directors, members ofsupervisory Committee, senior management.
3.1 Directors
Mr. Wang Yao, born in December 1965, Master of engineering of Jiangnan University,Master of Business Administration of Nanjing University, Senior Engineer of theresearcher level, Representative of the 19th National Congress of the Communist Party ofChina, Craft master of Chinese liquor. He used to serve as Secretary of the Party branchand Director of crushing and starter-making workshop of Jiangsu Yanghe BreweryJoint-Stock Co., Ltd., Chairman, General Manager and Secretary of the Party Committeeof Jiangsu Yanghe Group Color Printing CO.,Ltd., Deputy General Manager, ViceSecretary of Party Committee, Secretary of the Discipline Inspection Commission ofJiangsu Shuanggou Co., Ltd., Deputy General Manager, Vice Secretary of PartyCommittee and President Assistant of Jiangsu Su Wine industry Co., LTD., GeneralManager and Vice President of Jiangsu Shuanggou Brewery Co., Ltd., Chairman andSecretary of the the Party Committee Su Wine Trading Co., Ltd.. He is Chairman andSecretary of the the Party Committee of the Company, Chairman of Su Wine Trading Co.,Ltd., Director of Blue Alliance currently.
Mr. Zhong Yu, born in May 1964, Master Degree, Senior Engineer, Master of Chineseliquor. He was the Director of Technology and Environmental Protection Department ofJiangsu Shuanggou Brewery; Vice Chief Engineer, President Assistant and Director ofProduction and Technology Center of Jiangsu Shuanggou Brewery Co., Ltd., ViceGeneral Manager of Yanghe Branch of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.,Brewing Director, President Assistant, Vice President of the Company, General Managerof Siyang Branch. Currently, He is Deputy Chairman, President, Vice Secretary of the theParty Committee of Yanghe, General Manager of Yanghe Branch and Chairman ofJiangsu Shuanggou Brewery Co., Ltd.
Mr. Han Feng, born in October 1962, Master Degree. He served as Deputy Head ofSiyang County in Jiangsu province, Member of the Party Committee, Member of standingCommittee of Siyang, Chairman of Jiangsu Yanghe Group CO., Ltd. and JiangsuShuanggou Group CO., Ltd. At present, he is Director of Yanghe, Chairman and Secretaryof the the Party Committee of Suqian Industry Development Group CO., Ltd., Chairman,General Manager of Jiangsu Yanghe Group CO., Ltd. and Jiangsu Shuanggou Group CO.,Ltd.
Mr. Wang Kai was born on August 1977, Bachelor Degree, Intermediate Economist. Hewas Manager of Brand department in Marketing Center of SHANGHAI TOBACCOGROUP CO., Ltd., President Assistant of Shanghai Haiyan Logistics Development CO.,Ltd. He is one of the Directors of Yanghe and Vice General Manager of Shanghai HaiyanLogistics Development CO., Ltd.
Mr. Cong Xuenian, born in January 1966, Master Degree, Senior Economist. He servedas Chief Accountant and Finance Director Jiangsu Yanghe Brewery, Finance Minister ofYanghe Group, Secretary of the Board, Financial Administrator, Director and vicePresident of the Company. At present, he is Secretary of the Board, FinancialAdministrator, Director, and Vice President of the Company, Chairman of Su Wine Fortunemanagement Co., Ltd. and Diector of Blue Alliance.
Mr. Zhou Xinhu, born in August 1962, Master Degree, Senior Engineer, Member of theExpert group of Liquor professional Committee of China Food Industry Association, Chiefwine taster of China and Master of Chinese Wine Critic. He was Technician of YangheGroup, Director of Quality Inspection department and Storage department, Vice GeneralManager of Jiangsu Yanghe Liquor Co., Ltd., Vice Chief Engineer, Chief Engineer andVice President of Company. At present, he is Director, Vice President and Chief Engineerof Company.
Mr. Liu Huashuang was born on December 1970, Master of Business Administration ofFudan University, Accountant. He was the Director of Marketing department and ViceGeneral Manager of Jiangsu Yanghe Liquor Co., Ltd., General Manager of Yanghe BlueClassic, General Manager of Jiangsu Yanghe Liquor Co., Ltd., Member of the StandingParty Committee of Company, Deputy General Manager and Vice Secretary of PartyCommittee of Jiangsu Su wine industrial Co., Ltd., Vice Chairman of Su wine trade groupLimited by Share Ltd. He is the Member of the Standing Party Committee of Company andDirector of Strategic Studies, Secretary of the Party Committee and Vice Chairman of Suwine trade group Limited by Share Ltd. now.
Mr. Xu Zhijian was born on March 1964, Master and Doctor Degree, Professor. He wasDirector of China&Netherlands Business Administration Education Center of NanjingUniversity, Director of EMBA Program of Nanjing University& Cornell University, Directorof International Business Administration Education Center of Nanjing University, AssistantDean of Business College of Nanjing University, Director of the Department of BusinessAdministration of Nanjing University. At present, he is Independent Director of Yanghe,Nanjing Port Co., Ltd., Jiangsu Maysta Chemical Co., Ltd. and Glarun Technology Co.,Ltd., Professor of Business College of Nanjing University.
Ms. Cai Yunqing, born in December 1952, Doctor of Medicine, Professor and DoctoralSupervisor. She was Director of Food Health department and Assistant Station-Master ofJiangse Sanitation and Antiepidemic Station, Director of department of nutrition and foodhygiene, school of public health, Nanjing Medical University, Director of Institute ofnutrition and food science. At present, she is Independent Director of company,Supervisor of Chinese Nutrition Society, Honorary President of Nutrition Society ofJiangsu Province, Vice President of Jiangsu Intelligent aged Research Association andHealth food evaluation Expert of National food and drug Administration.
Mr. Ji Xueqing was born on July 1971, Master degree. He used to be the Project Managerof China Chuangye Investment Group Limited, Chairman and President of NanjingQinghe Investment Group Co., Ltd., Executive Director of Nanjing Shuijinshi InvestmentGroup Co., Ltd., Senior Vice President of Yonyou Network Technology Co., Ltd. At present,he is Independent Director of Yanghe, Independent Director of Nanjing Balance NetworkTechnology Co., Ltd., Chairman of Nanjing Suhe Venture Capital Center, Director ofNanjing Liheng Investment Limited Partnership, Supervisor of Xuzhou Zm-Besta HeavySteel Structure Co., Ltd., Partner of China soft Investment Group.
Mr. Chen Tongguang, borm in April 1966, Bachelor Degree. He was Accountant ofJiangsu Huaiyin Electric Company, Vice Director of Finance department of JiangsuAgricultural College, Vice Director of Accounting Center and Finance department ofYangzhou University, Vice and General Manager Yangda branch of Yangzhou UniversityAsset Operation Co., Ltd. At present, he is Independent Director of Yanghe, GeneralManager Yangda branch of Yangzhou University Asset Operation Co., Ltd. andIndependent Director of Yangzhou Yangjie Electronic Technology Co., Ltd.
3.2 Supervisory
Mr. Feng Pantai was born on October 1960, College degree, Senior Economist. He wasVice Director of Sihong Food Bureau, Vice General Manager of Yanghe Group, Directorand Vice President of Company. He has been Chairman of the Supervisory Committee,Member of Standing Committee, Chairman of Trade Union, Director of Blue Alliance.
Mr. Chen Taiqing, born in May 1965, Master degree, Senior Political Engineer, Member ofCommunist Party of China. He was Member of the Party Committee of Jiangsu YangheGroup Co., Ltd., Director of Executive Office, Member of the Party Committee, Director ofHuman Resource Department, Director of Integrated Department, President Assistant,Vice General Manager of Yanghe branch and Secretary of Discipline InspectionCommission of Yanghe. At present, he is Supervisory, Vice Secretary of the PartyCommittee, General Manager and Secretary of the Party Committee of JiangsuShuanggou Distillery Stock Co., Ltd.
Mr. Chen Yiqin, born in August 1961, College degree, Auditor, Certified Public Accountant.
He was Director of the Suqian Municipal Audit Bureau, CFO of Suqian Water InvestmentCompany, Financial Director of Suqian Industry Development Group Co., Ltd. At present,he is Supervisory of Yanghe and Chairman of the Supervisory Committee of SuqianIndustry Development Group Co., Ltd.
Ms. Zhou Wenqi, born in April 1966, College degree, Senior Accountant. She wasFinancial Director of Shanghai Jieqiang No.3 and No.4 distribution center, FinancialAssistant, Deputy Manager, Manager of ShangHai jieqiang Tobacco Sugar &wine (Group)
Co., Ltd. She is Supervisory of Yanghe and CFO of ShangHai jieqiang Tobacco Sugar&wine (Group) Co., Ltd. currently.
Mr. Chen Taisong, born in January 1968, Master degree. He was Member, Secretary ofSiyang Legal Bureau of, secretary, Vice Section Chief, Section Chief, Director Assistant,Vice Director of Siyang Government Office, Alcalde and Secretary of the Party Committeeof Chuancheng town in Siyang country, Vice Secretary of the Party Committee andSecretary of Discipline Inspection Commission and Chairman of the SupervisoryCommittee of Su wine industrial Co., Ltd., Vice Secretary of Discipline InspectionCommission of Yanghe. At present, he is Supervisory, Member of Standing Committee,Director of Organization department of company, Vice Secretary of the Party Committeeand Secretary of Discipline Inspection Commission and Chairman of the SupervisoryCommittee of Su wine trade group Limited by Share Ltd.
3.3 Senior Executives
Mr. Zhong Li, President of company, resume as above.
Mr. Cong Xuenian, Vice-President of company, resume as above.
Mr. Zhou Xinhu, Vice-President of company, resume as above.
Ms. Lin Qing, born in May 1975, Master degree, Senior Accountant, Certified PublicAccountant. She was Deputy Director of Enterprise department of Suqian Finance Bureau,Director Assistant of Suqian Price Bureau, Member and Vice Director of the PartyCommittee of National Development and Reform Commission, Member of the StandingCommittee of Yanghe, Vice-President of company. At present, she is a member of theStanding Committee of Yanghe and Vice-President of company
Mr. Zhen Bujun, born in January 1967, Master of Business Administration, SeniorEngineer. He was General Manager of Jiangsu Yanghe Group Co., Ltd., General Managerof Suqian State-owned Investment Co., Ltd., Vice General Manager of JiangsuShuanggou Distillery Stock Co., Ltd., Logistics & Purchasing Director and PresidentAssistant of Yanghe. At present, he is Vice-President, member of the Standing Committeeof company, General Manager and Secretary of the Party Committee of Siyang branch.
Mr. Zhu Wei, born in May 1977, Master of Nanjing University. He was Director of HumanResource department of company, Director of Marketing department, Chief MarketingOfficer and Vice General Manager of Su wine trade group Limited by Share Ltd., Directorof Strategy of company, Vice General Manager of Su wine trade group Limited by ShareLtd. He is Vice President of Yanghe and General Manager of Su wine trade group Limitedby Share Ltd. currently.
Position in Shareholder-Holding Companies
√ Applicable □ N/A
| Name | Name of Shareholder-Holding Companies | Position in Shareholder- Holding Companies | Beginning Date of office term | Ending Date of office term | Any remunerations received from Shareholder-Holdin g Companies |
| Han Feng | Jiangsu Yanghe Group Co.,Ltd. | Chairman,Ge neral | 2012.03.0 8 | NO | |
| Manager | |||||
| Zhou Wenqi | ShangHai jieqiang Tobacco Sugar &wine (Group) Co.,Ltd. | CFO | 2013.07.0 1 | YES | |
| Wang Kai | Shanghai Haiyan Logistics Development Co.,Ltd. | Vice General Manager | 2017.03.0 1 | YES | |
| Wang Yao | Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Director | 2016.07.2 6 | NO | |
| Feng Pantai | Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Director | 2016.07.2 6 | NO | |
| Cong Xuenian | Jiangsu Blue Alliance Joint-Stock Co., Ltd. | Director | 2016.07.2 6 | NO |
Position in Other Companies
√ Applicable □ N/A
| Name | Name of Other Companies | Position in Other Companie s | Beginning Date | Ending Date | Any remunerations received from Other Companies |
| Han Feng | Suqian Industry Development Group Co.,Ltd. | Chairman | 2011.09.05 | YES | |
| Han Feng | Jiangsu Shuanggou Group Co.,Ltd. | Chairman, General Manager | 2012.03.08 | NO | |
| Chen Yiqin | Suqian Industry Development Group Co.,Ltd. | Chairman of the Supervisor y Committee | 2014.01.28 | YES | |
| Xu Zhijian | Nanjing University | Professor | 2003.11.11 | YES | |
| Xu Zhijian | Nanjing Port Co., Ltd. | Independe nt Director | 2016.03.30 | YES | |
| Xu Zhijian | Jiangsu Maysta Chemical Co., Ltd. | Independe nt Director | 2015.12.04 | YES | |
| Xu Zhijian | Glarun Technology Co.,Ltd. | Independe nt Director | 2017.05.12 | YES | |
| Cai Yunqing | Chinese Nutrition Society | Supervisor y | 2017.05.01 | NO | |
| Cai Yunqing | Jiangsu Intelligent aged Research Association | Vice President | 2017.03.01 | NO | |
| Cai | Chinese Nutrition Society | Honorary | 2015.04.01 | NO | |
| Yunqing | President | ||||
| Cai Yunqing | State Food and Drug Administration | Evaluation Experts of Health-Fo od | 2008.08.01 | NO | |
| Ji Xueqing | Nanjing Suhe Venture Capital Center (Limited Partnership) | Chairman | 2017.01.01 | NO | |
| Ji Xueqing | Xuzhou Zm-Besta Heavy Steel Structure Co., Ltd | Supervisor y | 2017.03.01 | NO | |
| Ji Xueqing | China soft Investment Group | Partner | 2017.01.01 | NO | |
| Ji Xueqing | Nanjing Balance Network Technology Co., Ltd. | Independe nt Director | 2017.10.01 | NO | |
| Ji Xueqing | Nanjing Li Heng Investment Limited Partnership | Director | 2017.01.01 | NO | |
| Chen Tongguang | Yangzhou University Yangda Branch | General Manager | 2013.10.01 | YES | |
| Chen Tongguang | Yangzhou Yangjie Electronic Technology Co.,Ltd. | Independe nt Director | 2017.06.19 | YES |
Punishments imposed in the recent three years by the securities regulators on theincumbent directors, supervisors and senior management as well as those who left in theReporting Period
□ Applicable √ N/A
4. Remuneration of Directors, Supervisors and Senior Executives
The following describes the decision-making procedures, grounds on which decisions aremade and actual remuneration payment of directors, supervisors and senior executives.
Decision-making procedures for directors, supervisors and senior executives: Based onthe "trial implementation measures for the annual salary of general manager (amended)”proposed by the second session and 9th meeting of the board of directors on December29, 2008, "trial method about the annual salary system of chairman (amended)” proposedby the first interim shareholders' meeting on January 18, 2009.
Grounds on which decisions are made of directors, supervisors and senior executives:Based on the Company's operating conditions, refer to the standard of regional economic,industry and market.
Actual remuneration payment of directors, supervisors and senior executives: Accordingto the performance and salary system and pay on time.
Remuneration of directors, supervisors and senior executives during the Reporting Period
Unit: RMB
| Name | Position | Gender | Age | Incumbent/ | Total | Remuneration |
| Former | before-tax remuneration from the Company | from related parties of the Company | ||||
| Wang Yao | Chairman | Male | 53 | Incumbent | 128.19 | NO |
| Zhong Yu | Deputy Chairman,President | Male | 54 | Incumbent | 121.49 | NO |
| Han Feng | Director | Male | 56 | Incumbent | 0 | YES |
| Wang Kai | Director | Male | 41 | Incumbent | 0 | YES |
| Cong Xuenian | Director,Vice President,Secretary of the Board,CFO | Male | 52 | Incumbent | 91.25 | NO |
| Zhou Xinhu | Director,Vice President,Chief Engineer | Male | 56 | Incumbent | 92.04 | NO |
| Xu Zhijian | Independent Director | Male | 54 | Incumbent | 6 | NO |
| Cai Yunqing | Independent Director | Female | 66 | Incumbent | 6 | NO |
| Ji Xueqing | Independent Director | Male | 47 | Incumbent | 6 | NO |
| Chen Guangtong | Independent Director | Male | 52 | Incumbent | 6 | NO |
| Feng Pantai | Chairman of Supervisory Committee | Male | 58 | Incumbent | 91.92 | NO |
| Chen Taiqing | Supervisory | Male | 53 | Incumbent | 91.01 | NO |
| Chen Yiqin | Supervisory | Male | 57 | Incumbent | 0 | YES |
| Zhou Wenqi | Supervisory | Female | 52 | Incumbent | 0 | YES |
| Chen Taisong | Supervisory | Male | 50 | Incumbent | 87.91 | NO |
| Lin Qing | Vice President | Female | 43 | Incumbent | 91.96 | NO |
| Zhen Bujun | Vice President | Male | 51 | Incumbent | 91.63 | NO |
| Zhu Wei | Director | Male | 41 | Incumbent | 96.64 | NO |
| Zhong Yuye | Director | Male | 61 | Former | 103.46 | NO |
| Tang Jian | Director,Executive President | Male | 48 | Former | 0 | YES |
| Total | 1,111.5 |
Share incentives for directors, supervisors and senior executives in the Reporting Period
√ Applicable □ N/A
5. Staff in the Company
5.1 Number, Functions and Educational Backgrounds of the Staff
| Number of in-service staff of the Company | 6,914 |
| Number of in-service staff of main subsidiaries | 8,112 |
| Total number of in-service staff | 15,026 |
| Total number of staff with remuneration in the period | 15,026 |
| Number of retirees to whom the Company or its main subsidiaries need to pay retirement pension | 0 |
| Functions | |
| Function | Number of staff |
| Production | 5,866 |
| Sales | 5,036 |
| R&D | 1,845 |
| Financial | 219 |
| Administrative | 1,625 |
| Inner Retired | 435 |
| Total | 15,026 |
| Educational backgrounds | |
| Educational background | Number of staff |
| Master and doctor | 234 |
| Bachelor | 3,421 |
| College, technical secondary school | 4,049 |
| Senior high school | 3,579 |
| Junior high school and under | 3,743 |
| Total | 15,026 |
5.2 Staff Remuneration Policy
The remuneration consists of basic payments performance-related payments and benefitfloat award. The company implemented the mechanism of self-promotion of positions in2017, and prepared the measures for the management of position automatic management.
According to the the main working responsibilities, working content of the department, thequality, efficiency and economic value of employees, the company aimed to establish anadequate evaluation index of employees’ performance. Based on this remuneration policy,employees were capable to be self-motivated and highly efficient. Therefore, themanagement of the company would be improved and achieve the win-win goal with staff.
5.3 Staff Training Plans
The staff training can divide into three levels in 2017: company training, subsidiary trainingand department training, they are carried out by training department of human recoursecenter, human recourse department and various departments respectively. Companytraining includes special training for su wine ecosphere leading talents, special training forInternet business, win at the middle-level learning project (level 1 strategic reserve talent),primary action learning project (level 2 strategic reserve talent), "soldier assault" talenttraining program for excellent employees at the grassroots level (level 3 strategic reservetalent), TTT project for internal trainer training, maintenance personnel training program inproduction base and so on. Subsidiary training contains packaging, wine making and staffcomprehensive quality improvement training, etc. Department training mainly focuses onthe professional training of department business.
In the past one year, the training carried out in an orderly manner according tomanagement methods and other relevant regulations. Classes and courses were basedon the characters of enterprise talents, reserved strategic talents from three levels,specific training of Internet talents. During the year, there were 371 training sessions,28,228 participants, with an average attendance of 11.27 hours per person.
5.4 Labor Outsourcing
□ Applicable √ N/A
Section IX Corporate Governance
1. Basic Situation of Corporate Governance
The Company constantly perfects corporate governance structure and internal controlsystem to enhance the corporate governance level strictly according to the Corporate Law,the Securities Law, The Listed Company Governance Standards, Rules Governing Listingof Stocks on Shenzhen Stock Exchange and Guidelines on Standard Operation of SMEBoard Listed Companies on Shenzhen Stock Exchange and other relevant Laws andregulations. The Company operates normatively with sound corporate governance andnormative information disclosure. The situation of corporate governance of the Companymeet the requirements of authority files of listed company corporate governance byCSRC.
1.1. Shareholders and Shareholders’ General Meeting
According to the regulations such as Articles of Incorporation, Company Rules ofProcedure of The Shareholders’ General Meeting. the Company convenes and holds theshareholders’ general meeting and discusses business affairs in the meeting normatively.
The Company hires legal advisor to issue the legal opinion for the shareholders’ generalmeeting; The Company can treat all shareholders equally, especially makes minorityshareholders have equal status and fully exercise their own power. During the reportingperiod,the overall requirements of the Party building work were added in the articles ofincorporation; During the reporting period, the Company held 1 shareholders’ generalmeeting and 8 proposals were passed in the meeting. The board carried out all thedecisions made by the annual meeting of shareholders carefully. The board carried outthe decisions made by shareholders’ general meeting seriously.
1.2. Relationship between Controlling Shareholders and the Company
According to the requirement of the Company Law, the controlling shareholders takeduties of sponsor and undertake commitments. During the reporting period, controllingshareholders have no priority beyond the rights of shareholders’ general meeting thatdirectly and indirectly affect the decision-marking and operation of the Company. There isno situation that controlling shareholders damage the legal interests of other shareholders.
The Company and the controlling shareholders implement independent accounting ofpersonnel, assets, finance, organizations and business. They take responsibilities andrisks separately. There is no significant related party transaction between the Companyand the controlling shareholders. There is on situation that controlling shareholdersoccupy the funds of the listed company and the listed company tenders guarantee forcontrolling shareholders and the subsidiaries.
1.3. Directors and Board of Directors
The directors are elected seriously under the regulations of the Corporate Law andArticles of Incorporation. The board of the Company consists of 11 directors including 4independent directors. The structure of the board of directors satisfies the requirements oflaws and regulations. The board discusses business affairs according to corporate lawand articles of incorporation. All the directors are able to attend the meeting and takeresponsibilities diligently according to the Discussion Rules of the Board of Directors andThe Working System of Independent Director, Behavior Guidelines of Directors of SMEBoard Listed Companies. All the directors seriously consider proposals and makescientific and reasonable decisions for significant events. They also protect the legalinterests of the Company and all shareholders. Strategy Committee, NominationCommittee, Audit Committee, Remuneration and Appraisal Committee are 4 professionalcommittees set under the board. The Committees have clear division of work andresponsibilities and fully play professional role to offer scientific and professionalsuggestions for the decision-making of the board.
1.4. Supervisors and Board of Supervisors
The supervisors are elected according to the Corporate Law and the Articles ofIncorporation. The board of supervisors of the Company consists of 5 supervisors,including 2 stuff representative supervisors. The structure of the board of supervisorssatisfies the requirements of laws and regulations. The board of supervisors discussesbusiness affairs according to corporate law and articles of incorporation. Supervisors canattend the meeting according to the requirements of Rules of Discussion Rules of theBoard of Supervisors. They takes their own responsibilities seriously, supervise and makeindependent suggestions for the Company’s significant events, financial conditions andthe duties of directors and CEO, thereby, protecting legal interests of the Company andshareholders.
1.5. Mechanism of Evaluation and Motivation
The Company keeps improving the mechanism of evaluation and motivation. Theappointment of directors, supervisor and senior managers is open and transparent, whichsatisfies the requirements of relevant regulations and laws. The fair and transparentevaluation mechanism of the management has been built. During the reporting period, themanagement carried out the performance assessment according to the goal of annualoperation plan. The management takes their responsibilities seriously and fulfills theduties and completed the operation management tasks arranged by the board ofdirectors.
1.6. Stakeholders
The Company fully respects and protects legal interests of stakeholders and fulfills theduties of social responsibility. The Company strengthens the awareness of socialresponsibility and achieves the interest balance among society, shareholders, companyand employees. The clients and suppliers can be treated honestly and every employee istrained seriously. The Company adheres to principles of win-win of stakeholders andpushes forward the harmonious and sound development.
1.7. Information Disclosure and Transparency
The information disclosure of the Company is implemented according to the requirementsof supervision departments. The Company seriously implement the rules includinginformation disclosure management rule and investors relationship management rule. TheCompany enhances the management of information disclosure affairs and takesresponsibility of information disclosure legally and carefully, achieving the accuracy,integrity, fairness, timeliness of information disclosure. The information can be equallyobtained by all shareholders. The media of public disclosure for the Company areSecurities Times, Shanghai Securities News, China Securities Journal, Securities Daily,www.cninfo.com.cn.
1.8. Investors Relationship Management
The Company focuses on the management of investors relationship to protect legal rightsof investors. Except for the duties like diligence or honesty, the Chairman, the CEO, theBoard Secretary have good communications and interactions with investors throughreception of investor investigation and participating in performance explanation sessionand broker strategy meeting online. As the professional organization for investorrelationship management, the securities department strengthens the communication withinvestors through telephone, email and irm.cninfo.com.cn. It fully makes sure thatinvestors have right to know and protects their legal interests.
1.9. Methods of Improving Internal Control System Construction
The Company keeps on enhancing the corporate governance and the internal controlsystem, which improves the management to a higher level. The Audit Committee fullyexamines and supervises the financial condition,the efficiency of internal control,theefficiency and rationality of corporate governance. The audit department of the Company,as an internal audit unit, carries out regular and continuous examination on perfection andimplement situation of internal control system. It finds the Internal control defects andimproves deficiencies timely, thus the effectiveness of internal control can be guaranteed.
The operation management and anti-risk capacity are enhanced.
Any incompliance with the regulatory documents issued by the CSRC governing thegovernance of listed companies
□Yes√ No
There is no incompliance with the regulatory documents issued by the CSRC governingthe governance of listed companies
2. Independency of Businesses, Personnel, Assets, Organizations andFinance which are Separate from the Controlling Shareholder
2.1. In the Aspect of Business
The Company has independent and integrated business structure and the ability tooperate independently in the market. There is no horizontal competition betweencontrolling shareholders and the Company. Besides, there is no such kind of situation thatcontrolling shareholders intervene with operation of the company directly or indirectly.
2.2 In the Aspect of Personnel
The Company has built independent personnel management system and salarymanagement system. Futhremore, the Company signed labor contracts with employees.
Chairman of the board, the CEO, Vice-president, the Board Secretary and the responsibleperson for the Company’s financial affairs obtain compensation from the Company ratherthan the controlling shareholders. The directors, senior managers and supervisors do nothave positions illegally in other companies that have the same or similar business.
2.3 In the Aspect of Assets
There are clear property relations between the Company and controlling shareholders.
The Company owns the independent land usage right and ownership of buildings. TheCompany independently registers and manages the properties with setting up accountsand accounting treatment for them. There is no situation that the controlling shareholdersoccupy and control the assets of the Company or intervene the operation management ofthe assets.
2.4 In the Aspect of Organization
The Company has well-structured organization system,including the shareholders’general meeting, the board of directors, supervisory committee, the management andfunctional departments. Related internal management and control system is establishedfor clear division of function and interaction with each other. It forms an organic whole thatensures the legal operation.There is no affiliation with functional departments ofcontrolling shareholders.
2.5 In the Aspect of Finance
Our company has completed and independent organization with professional financialemployees. Independent accounting system and financial management are established.
The Company sets bank accountants, pays taxes and makes financial decisionsseparately. There is no situation that controlling shareholders affect the financialmanagement.
3. Horizontal Competition
□Applicable √N/A
4. Annual Meeting of Shareholders and Special Meetings of ShareholdersConvened during the Reporting Period
4.1. Meetings of Shareholders Convened during the Reporting Period
| Meeting | Type | Investor participation ratio | Convened date | Disclosure Date | Disclosure Index |
| 2016 Annual | General Meeting | 75.18% | 2017-05-19 | 2017-05-20 | Announcement |
| General Meeting of shareholders | of shareholders | No,2017-011, disclosed on www.cninfo.com .cn |
4.2. Special Meetings of Shareholders Convened at the Request ofPreference Shareholders with Resumed Voting Rights
□Applicable √ N/A
5. Performance of Independent Directors during the Reporting Period
5.1.Attendance of Independent Directors in Board Meeting and Meetingof Shareholders
| Attendance of independent directors in Board meeting | |||||||
| Independent director | Presence due in the Reporting Period(time s) | Presence on site(times) | Presence by telecommu nication(tim es) | Presence through a proxy(times ) | Absence(ti mes) | Absence for two consecutive times | Presence(ti mes) |
| Wu Zhijian | 3 | 3 | 0 | 0 | 0 | No | 1 |
| Cai Yunqing | 3 | 3 | 0 | 0 | 0 | No | 1 |
| Ji Xueqing | 3 | 3 | 0 | 0 | 0 | No | 1 |
| Chen Tongguang | 3 | 3 | 0 | 0 | 0 | No | 1 |
Explanation of absence of independent directors in meetings of the board for twiceN/A
5.2. Objections from Independent Directors in Related Issues of theCompany
Were there any objections on related issues of the Company from independent director
□ Yes √ No
Independent director has no objection on related issues of the Company during theReporting Period.
5.3. Other Details about the Performance of Duties by IndependentDirectors
Were there any suggestions from independent directors adopted by the Company
√ Yes □ No
Details about advice of independent directors adopted by the CompanyCompany adopted the advice of independent directors.
6. Performance of Duties by Special Committees under the Broad duringthe Reporting Period
1.During the reporting period, the Strategic Committee held 1 meeting. It investigated theBoard work report in advance, made the 2017 annual wok plan, offered scientific andreasonable suggestions and fulfilled the duties.
2. During the reporting period, the Nominations Committee held 1 meeting. It examinedthe qualification of director candidates nominated in fifth session of the eighth board ofdirectors and formed the consensus. The committee fulfilled the duties.
3. During the reporting period, the Audit Committee held 4 meetings. It considers theaffairs seriously including periodic reports, regular audit by internal audit department andspecial audit. It knows about the financial and operational conditions in detail andexamines the execution of internal control system. It plays a effective role in guidance andsupervision. The committee fulfilled the duties.
4. During the reporting period, the Remuneration and Appraisal Committee held 1meeting. It examines the salary of directors and senior managers in 2016.The informationdisclosure of the Company about the salary of directors and senior managers is correctand true and as the same as the examination.
7. Performance of Duties by the Supervisory Committee
Were there any risks to the Company identified by Supervisory Committee whenperforming its duties during the Reporting Period
□ Yes √ No
The Supervisory Committee has no objection during the Reporting Period.
8. Evaluation and motivation Mechanism for the Senior Management
At the beginning of the establishment of the evaluation and motivation mechanism, it wasexplicitly illustrated in Proposed Regulation of Annual Salary System of General Manager.
The evaluation and motivation of senior managers are mainly reflected in annual salarysystem. The board of directors evaluates and motivates the senior managers mainlyaccording to the satisfaction of clients, safety index, quality index and financial index. Themanagement implements the annual salary system. The basic part of annual salary ispaid monthly on average and the remaining part will be paid at the end of the yearaccording to the results of evaluation. If it does not reach the evaluation index, theremining parts will not be paid. In 2017, the Remuneration and Appraisal Committeeexamined the situation of the management’s performance. In the opinion of thecommittee:During the reporting period,the Management has achieved the main purposeof sustainable development.
9. Internal Control
9.1. Serious Internal Control Defects Found in the Reporting Period
□ Yes √ No
9.2. Self-evaluation Report in Internal Control
| Disclosure date of the internal control self-evaluation report | 2018-04-27 | |
| Index to the disclosed internal control self-evaluation report | For details, please refer to the 2018-4-27 Audit’s Report on the internal Control, which has been disclosed on www.cninfo.com.cn | |
| Ratio of the total assets of the appraised entitles to the consolidated total assets | 92.23% | |
| Ratio of the operating revenues of the appraised entitles to the consolidated operating revenue | 95.78% | |
| Defect identification standard | ||
| Type | Financial-report related | Non-financial-report related |
| Nature standard | (1)The clue of serious defect of financial report including :i. Corrupt transaction of directors,senior manager and supervisors;ii. The managers cannot figure out the serious misstatement, but these misstatements are found by others ;iii. The results of evaluation of internal control, the serious defect is still existing;iv. Audit committee and Internal audit agency are not effective to the internal control.(2)The important defects including:i. Accounting policy has not been chosen or used under the general accepted accounting principles;ii. The fraud program and control methods have not been built;iii. The controlling system or compensation system of accounting treatment of irregular or special trade has not formed;iv. The control of the process of Final Financial Reporting exist the situation that one or more advantages are found and the Veracity and Accuracy of Financial Report cannot be proved.(3)Other control defects except for serious defects, important defects are called normal defects. | If condition below appear, it can be considered as serious defect, others can be divided into important defect or normal defect according to affection.: (1)The Company suffer from serious loss due to Lake of democratic decision-making system;(2)Obey national regulations and laws seriously; (3)Lake of important manage regulations or system doesn’t work;(4)Important defects of internal control or serious defects of internal control cannot be regulated in time;(5)A lot of important or serious defects of the company appear. |
| Quantitative standard | Serious defect:Misstatement> 3% of total operating revenue; Misstatement > 5% of total profits; Misstatement > 2% of total assets。 Important defect:1% of total operating revenue < Misstatement≤3% of total operating revenue;3% of total profits< Misstatement≤5% of total profits; 1% of total assets< Misstatement≤2% of total assts。 Normal defect:Misstatement≤1% of total operating revenue; Misstatement≤3% of net profits; Misstatement≤1% of total assets | Serious defect:ratio of loss of total assets≥1%.Important defect:0.5%≤ratio of loss of total assets<1% Normal defect:ratio of loss of total assets<0.5% |
| Number of serious financial-report related defects | 0 | |
| Number of serious Non-financial-report related defects | 0 | |
| Number of important financial-report related defects | 0 | |
| Number of important Non-financial-report related defects | 0 | |
10. Auditor’s Report on Internal Control
Auditor’s Report on Internal Control
| Opinion paragraph in the audit’s report on internal control | |
| The internal control auditor holds the view that on 31 December 2017, the company maintained an effective internal control of a financial report in all significant aspects based on the General Specifications of Company Internal Control and relevant specification. | |
| Auditor’s report on internal control disclosed or not | Disclosed |
| Date of disclosing the full text of the auditor’s report on internal control | 2018.04.27 |
| Index to the disclosed full text of the auditor’s report on internal control | For details, please refer to the 2018-4-27 Audit’s Report on the internal Control, which has been disclosed on www.cninfo.com.cn |
| Type of the audit’s opinion | Standard unqualified opinion |
| Serious non-financial-related defects | No |
Whether any modified opinions are expressed by the accounting firm in its auditor’s reporton the Company’s internal control
□ Yes √ No
Whether the auditor’s report on the company’s internal control issued by the accountingfirm is consistent with the self-evaluation report of the Board
√ Yes □ No
Section X Information about Corporate Bond
Whether there exists a public issue and listing of corporate bond that is not yet due orfailed to be redeemed at the date of the financial report authorized.
No
Section XI Financial Report
1.Auditor’s report
| Type of audit report | Standard & unqualified |
| Signing date of auditor’s report | 2018-04-26 |
| Name of Audit | Jiangsu Suya Jincheng Certified Public Accountants LLP |
| No. of auditor’s report | SUYASHEN[2018]No.778 |
| Names of auditors | Xu Xuzheng, Kan Baoyong |
Text of Auditor’s Report
Auditor’s Report
To the shareholders of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.:
Opinion
We have audited the accompanying financial statements of Jiangsu Yanghe BreweryJoint-Stock Co., Ltd. (hereinafter referred to as the“Company”), which comprise theconsolidated balance sheet and balance sheet as at December 31 2017; consolidated
st
income statement and income statement, consolidated statement of cash flows andstatement of cash flows, consolidated statement of changes in owners’ equity andstatement of changes in owners’ equity for the year then ended; and notes to the financialstatements.
In our opinion, the financial statements of the Company are prepared, in all materialrespects, in accordance with Accounting Standards for Business Enterprises and presentfairly the financial position of the Company as at December 31 2017 and its operating
st
results and cash flows for the year then ended.
Basis for Our Opinion
We conducted our audit in accordance with the Auditing Standards for Certificated PublicAccountants in China. Our responsibilities under those standards are further described inthe Auditor’s Responsibilities for the Audit of the Financial Statements section of ourreport. According to the Code of Ethics for Chinese CPA, we are independent of theCompany in accordance with the Code of Ethics for Chinese CPA and we have fulfilledour other ethical responsibilities in accordance with these requirements. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of mostsignificant in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters.
| 1.Recognition of Revenue |
Please refer to Notes 3.23 and Notes 5.34 of the Financial Statements
| Key audit matter | How our audit addressed the matter |
| The Company’s specific condition of revenue recognition is that revenue is recognized after customer acceptance based on receiving payment or obtaining the rights of claiming payment for goods according to signed sales contracts or agreements. In 2017, the Company’s annual operating revenue was RMB 19,917,942,238.16, up 15.92% from last year. It increased greatly. Operating revenue is an important component of income statement. Therefore, we identified operating revenue as a key audit matter. | We implemented the main audit procedures in respect of revenue recognition: 1.Understood, tested and evaluated the effectiveness of internal control of sales and cash receipts cycle designed and executed by the management. 2.Judged whether there is an abnormal fluctuation of revenue in the reporting period with the analytic review of revenue and gross profit margin in combination with product category. 3.Sampling inspection of supporting documents related to revenue recognition including sales contracts or orders, invoices, delivery lists or receiving reports, shipping lists and bank slips. 4.Implemented the external confirmation of selected major franchisers and inspected the payback of account receivables after the reporting period in combination with audit of account receivable. 5.Sampling inspection of calculation and accounting treatment of sales discount and sales allowance 6.Chose samples from sales revenue records before and after the balance sheet date, inspected related supporting documents and evaluated whether the revenue recorded in the appropriate accounting period. |
2.Calculation of Consumption Tax and Change of Tax PaymentPlease refer to Notes 4 and Notes 5.35 of the Financial Statements
| Key audit matter | How our audit addressed the matter |
| According to Notice on further Strengthening the Collection and Management of Liquor Consumption Tax (Guoshuihan (2017) No. 144) issued by the State Administration of Taxation(SAT) issued, if a liquor manufacturing enterprise sets up muti-level sales units selling liquor, the SAT should verify the lowest assessable price of the manufacturing | We implemented the main audit procedures in respect of calculation of consumption tax and change of tax payment: 1.Understood, tested and evaluated the Company’s key control procedures related to calculation of consumption tax and change of tax payment. 2.Obtained the consumption tax return and checked the carrying amount. 3.Obtained the lowest tax assessable price sheet |
| enterprise based on external sales price of final sales unit. Since 1 May 2017, the lowest assessable price of liquor consumption tax has been adjusted to 60% uniformly from 50% to 70%. The tax payment of the Company’s liquor consumption tax has been changed from withholding and remitting tax by trustee from direct payment by the liquor manufacturing enterprise since 1 September 2017. The accounting method of consumption tax was changed from manufacturing consignment reckoned in cost of liquor production to self-production and self-sale reckoned in consumption taxes and surcharges. The tax price of liquor consumption tax with ad valorem taxation has been changed from composite assessable price to the lowest assessable price of the manufacturing enterprise based on external sales price of final sales unit since 1 May 2017.The above calculation of consumption tax and change of tax payment is important for the Company. Taxes and surcharges is an important component of income statement. Therefore, we identified calculation of consumption tax and change of tax payment as a key audit matter. | and conducted a sampling inspection. 4.Chose samples to review the calculation process and results of consumption tax. 5.Chose samples to inspect the actual consumption tax payment |
Other Information
The Company’s management (hereinafter referred to as “management”) is responsible forthe other information. The other information comprises all of the information included inthe Company’s 2017 Annual Report other than the financial statements and our auditor’sreport thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materiallyinconsistent with the financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated. If, based on the work we have performed,we conclude that there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governancefor the Financial Statements
The Company's management is responsible for preparing the financial statements inaccordance with the requirements of Accounting Standards for Business Enterprises toachieve a fair presentation, and for designing, implementing and maintaining internalcontrol that is necessary to ensure that the financial statements are free from materialmisstatements, whether due to frauds or errors.
In preparing the financial statements, management of the Company is responsible forassessing the Company's ability to continue as a going concern, disclosing mattersrelated to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations, or has norealistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financialreporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonable assurance is a high levelof assurance, but is not a guarantee that an audit conducted in accordance with the auditstandards will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate,they could reasonably be expected to influence the economic decisions of users taken onthe basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error, as fraud may involve collusion, forgery, omissions,misrepresentations, or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management of the Company.
(4) Conclude on the appropriateness of using the going concern assumption by themanagement of the Company, and conclude, based on the audit evidence obtained,whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. If we concludethat a material uncertainty exists, we are required to draw attention in our auditor's reportto the related disclosures in the financial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However, future events or conditions may cause the Companyto cease to continue as a going concern.
(5) Evaluate the overall presentation, structure and content of the financial statements,including the disclosures, and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
(6) Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Company to express an opinion on the financialstatements and bear all liability for the opinion. We communicate with those charged withgovernance regarding, among other matters, the planned scope and timing of the auditand significant audit matters, including any significant deficiencies in internal control thatwe identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence, and to communicate withthem all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards. From the matterscommunicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period andare therefore the key audit matters. We describe these matters in our auditor's reportunless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated inour report because the adverse consequences of doing so would reasonably be expectedto outweigh the public interest benefits of such communication.
Jiangsu Suya Jincheng Certified Public Accountants LLP
Nanjing, China
Kan Baoyong
Certified Public Accountant of China
Xu Xuzheng,Certified Public Accountant of China
th
April 26, 2018
2.Financial Statements
Monetary Unit: RMB
2.1. Consolidated Balance Sheet
As at December 31, 2017
Prepared by: Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.
Monetary Unit: RMB
| Assets | Balance as at December 31, 2017 | Balance as at December 31, 2016 |
| Current assets: | ||
| Cash and cash equivalents | 1,751,452,876.18 | 2,456,627,358.97 |
| Settlement funds | ||
| Lending funds | ||
| Financial assets measured at fair value through profit or loss | ||
| Derivative financial assets | ||
| Notes receivable | 212,812,236.57 | 151,616,983.85 |
| Accounts receivable | 8,485,382.83 | 10,824,186.90 |
| Prepayment | 86,661,808.28 | 69,319,933.22 |
| Premium receivable | ||
| Reinsurance accounts receivable | ||
| Provision of cession receivable | ||
| Interests receivable | ||
| Dividends receivable | ||
| Other receivables | 57,084,601.83 | 110,535,658.50 |
| Redemptory monetary capital for sale | ||
| Inventories | 12,861,503,434.11 | 12,221,515,305.37 |
| Assets held for sale | ||
| Non-current assets maturing within one year | 552,200,000.00 | 238,900,000.00 |
| Other current assets | 12,996,375,380.41 | 10,065,235,053.84 |
| Total current assets | 28,526,575,720.21 | 25,324,574,480.65 |
| Non-current assets: | ||
| Disbursement of loans and advances | ||
| Available-for-sale financial assets | 3,460,279,142.76 | 1,458,069,647.18 |
| Held-to-maturity investments | ||
| Long-term receivables | ||
| Long-term equity investments | 1,980,046.94 | 21,029,470.42 |
| Investment properties | ||
| Fixed assets | 8,249,559,468.26 | 7,970,035,119.29 |
| Construction in progress | 234,431,457.83 | 544,670,924.38 |
| Project materials | 788,063.58 | 788,063.58 |
| Disposal of fixed assets | ||
| Productive biological assets | ||
| Oil and gas assets | ||
| Intangible assets | 1,653,546,427.07 | 1,634,624,841.57 |
| Development expenses | ||
| Goodwill | 276,001,989.95 | 276,001,989.95 |
| Long-term deferred expenses | 1,091,644.16 | 2,158,153.24 |
| Deferred tax assets | 649,659,107.71 | 568,074,960.43 |
| Other non-current assets | 204,227,633.91 | 1,004,034,598.94 |
| Total non-current assets | 14,731,564,982.17 | 13,479,487,768.98 |
| Total assets | 43,258,140,702.38 | 38,804,062,249.63 |
| Current liabilities: | ||
| Short-term loans | ||
| Borrowings from central bank | ||
| Customer deposits and deposits from banks and other financial institutions | ||
| Borrowing funds | ||
| Financial liabilities measured at fair value through current profit or loss | ||
| Derivative financial liabilities | ||
| Notes payable | 8,200,000.00 | 960,000,000.00 |
| Accounts payable | 1,111,403,574.47 | 784,213,000.76 |
| Advances from customers | 4,199,846,323.30 | 3,847,491,823.75 |
| Financial assets sold under repurchase agreements | ||
| Handling charges and commissions payable |
| Employee benefits payable | 209,658,648.29 | 165,454,185.74 |
| Taxes and surcharges payable | 2,289,562,127.67 | 1,807,842,582.92 |
| Interest payable | ||
| Dividends payable | 4,696,611.20 | |
| Other payables | 5,620,040,515.94 | 4,867,632,425.33 |
| Dividend payable for reinsurance | ||
| Reserve fund for insurance contracts | ||
| Receivings from vicariously traded securities | ||
| Receivings from vicariously sold securities | ||
| Liabilities held for sale | ||
| Non-current liabilities maturing within one year | ||
| Other current liabilities | ||
| Total current liabilities | 13,438,711,189.67 | 12,437,330,629.70 |
| Non-current liabilities: | ||
| Long-term loans | 145,452.00 | 181,816.00 |
| Bonds payable | ||
| Including:Preferred stock | ||
| Perpetual bond | ||
| Long-term payables | ||
| Long-term employee benefits payable | ||
| Payables for specific projects | 199,107,530.75 | 199,978,943.07 |
| Provisions | ||
| Deferred income | 107,349,666.67 | 111,085,666.67 |
| Deferred tax liabilities | 17,957,771.10 | 18,499,326.73 |
| Other non-current liabilities | ||
| Total non-current liabilities | 324,560,420.52 | 329,745,752.47 |
| Total liabilities | 13,763,271,610.19 | 12,767,076,382.17 |
| Owners' equity (or | ||
| shareholders' equity): | ||
| Share capital | 1,506,988,000.00 | 1,506,988,000.00 |
| Other equity instruments | ||
| Including:Preferred stock | ||
| Perpetual bond | ||
| Capital reserves | 741,704,076.44 | 741,704,076.44 |
| Less: treasury stock | ||
| Other comprehensive income | 915,704.03 | 1,141,647.47 |
| Special reserves | ||
| Surplus reserves | 753,494,000.00 | 753,494,000.00 |
| General risk reserve | ||
| Undistributed profits | 26,511,938,505.25 | 23,049,443,346.09 |
| Total equity attributable to owners of the parent company | 29,515,040,285.72 | 26,052,771,070.00 |
| Non-controlling interests | -20,171,193.53 | -15,785,202.54 |
| Total owners' equity (or shareholders' equity) | 29,494,869,092.19 | 26,036,985,867.46 |
| Total liabilities and owners' equity (or shareholders' equity) | 43,258,140,702.38 | 38,804,062,249.63 |
Legal representative: Wang Yao
Person in charge of accounting affairs: Cong XuenianPerson in charge of accounting department: Yin Qiuming
2.2. Balance Sheet
Monetary Unit: RMB
| Assets | Balance as at December 31, 2017 | Balance as at December 31, 2016 |
| Current assets: | ||
| Cash and cash equivalents | 1,109,561,846.20 | 1,570,426,948.87 |
| Financial assets measured at fair value through current profit or loss | ||
| Derivative financial assets | ||
| Notes receivable | 162,947,960.82 | 63,202,344.00 |
| Accounts receivable | 7,526,709,429.22 | 1,855,067,908.49 |
| Prepayment | 2,635,654.78 | 2,276,112.00 |
| Interests receivable | ||
| Dividends receivable | 2,605,425,138.06 | 5,170,157,529.06 |
| Other receivables | 1,160,366,132.04 | 10,362,461,481.74 |
| Inventories | 9,944,024,331.15 | 9,636,992,631.75 |
| Assets held for sale | ||
| Non-current assets maturing within one year | 150,000,000.00 | |
| Other current assets | 8,803,227,424.95 | 1,707,917,932.03 |
| Total current assets | 31,464,897,917.22 | 30,368,502,887.94 |
| Non-current assets: | ||
| Available-for-sale financial assets | 2,038,625,617.54 | 810,770,442.49 |
| Held-to-maturity investments | ||
| Long-term receivables | ||
| Long-term equity investments | 5,408,241,180.24 | 2,614,965,815.66 |
| Investment properties | ||
| Fixed assets | 5,402,239,827.59 | 5,131,698,753.07 |
| Construction in progress | 49,968,361.62 | 338,015,916.65 |
| Project materials | 788,063.58 | 788,063.58 |
| Disposal of fixed assets | ||
| Productive biological assets | ||
| Oil and gas assets | ||
| Intangible assets | 1,275,763,366.60 | 1,292,239,478.41 |
| Development expenses | ||
| Goodwill | ||
| Long-term deferred expenses | ||
| Deferred tax assets | 6,093,941.15 | 6,365,178.40 |
| Other non-current assets | 165,885,624.34 | 410,334,832.94 |
| Total non-current assets | 14,347,605,982.66 | 10,605,178,481.20 |
| Total assets | 45,812,503,899.88 | 40,973,681,369.14 |
| Current liabilities: | ||
| Short-term loans | ||
| Financial liabilities measured at fair value through current profit or loss | ||
| Derivative financial | ||
| liabilities | ||
| Notes payable | ||
| Accounts payable | 1,166,484,374.31 | 1,494,301,071.17 |
| Advances from customers | 21,608,300,346.42 | 19,234,222,657.20 |
| Employee benefits payable | 4,288,922.68 | |
| Taxes and surcharges payable | 383,026,142.73 | 102,989,580.63 |
| Interest payable | ||
| Dividends payable | ||
| Other payables | 169,460,166.49 | 173,587,366.51 |
| Liabilities held for sale | ||
| Non-current liabilities maturing within one year | ||
| Other current liabilities | ||
| Total current liabilities | 23,327,271,029.95 | 21,009,389,598.19 |
| Non-current liabilities: | ||
| Long-term loans | 145,452.00 | 181,816.00 |
| Bonds payable | ||
| Including:Preferred stock | ||
| Perpetual bond | ||
| Long-term payables | ||
| Long-term employee benefits payable | ||
| Payables for specific projects | 145,437,496.65 | 145,961,936.65 |
| Estimated Liabilities | ||
| Deferred income | 79,166.67 | 174,166.67 |
| Deferred tax liabilities | ||
| Other non-current liabilities | ||
| Total non-current liabilities | 145,662,115.32 | 146,317,919.32 |
| Total liabilities | 23,472,933,145.27 | 21,155,707,517.51 |
| Owners' equity (or shareholders' equity): | ||
| Share capital | 1,506,988,000.00 | 1,506,988,000.00 |
| Other equity instruments | ||
| Including: Preferred stock | ||
| Perpetual bond | ||
| Capital reserves | 1,341,628,480.93 | 1,341,628,480.93 |
| Less: treasury stock | ||
| Other comprehensive income | ||
| Special reserves | ||
| Surplus reserves | 753,494,000.00 | 753,494,000.00 |
| General risk reserve | 18,737,460,273.68 | 16,215,863,370.70 |
| Total owners' equity (or shareholders' equity) | 22,339,570,754.61 | 19,817,973,851.63 |
| Total liabilities and owners' equity (or shareholders' equity) | 45,812,503,899.88 | 40,973,681,369.14 |
2.3. Consolidated Income Statement
Monetary Unit: RMB
| Item | Year 2017 | Year 2016 |
| 1. Total operating income | 19,917,942,238.16 | 17,183,109,620.08 |
| Including: operating income | 19,917,942,238.16 | 17,183,109,620.08 |
| Interest income | ||
| Earned premium | ||
| Fee and commission income | ||
| 2. Total operating costs | 11,741,569,054.09 | 10,003,035,000.07 |
| Including: operating costs | 6,681,148,562.16 | 6,202,978,828.59 |
| Interest expenses | ||
| Fee and commission expenses | ||
| Surrender value | ||
| Net payments for insurance claims | ||
| Net peovision insurance contracts | ||
| Bond insurance expense | ||
| Reinsurance Expenses | ||
| Taxes and surcharges | 1,151,869,831.30 | 309,567,399.64 |
| Selling and distribution expenses | 2,387,447,107.05 | 1,869,001,821.53 |
| General and administrative expenses | 1,532,148,106.93 | 1,582,435,251.45 |
| Financial expenses | -33,912,331.47 | -8,947,212.14 |
| Impairment losses | 22,867,778.12 | 47,998,911.00 |
| Plus: gains from changes in fair value ("-" for losses) | ||
| Investment income ("-" for losses) | 623,953,064.97 | 547,210,021.50 |
| Including: income from investment in associates and joint ventures | -1,299,882.30 | -3,893,529.35 |
| Foreign exchange gains ("-" For Losses) | ||
| Asset disposal income ("-" For Losses) | -8,598,844.11 | -5,823,628.96 |
| Other income | 44,745,640.94 | |
| 3. Operating profits ("-" For Losses) | 8,836,473,045.87 | 7,721,461,012.55 |
| Plus: non-operating income | 19,822,054.76 | 45,149,806.09 |
| Less: non-operating expenses | 8,340,532.81 | 5,645,254.90 |
| 4. Total profits before tax ("-" For Total Losses) | 8,847,954,567.82 | 7,760,965,563.74 |
| Less: income tax expenses | 2,229,168,424.15 | 1,956,036,449.75 |
| 5. Net profit ("-" For Net Loss) | 6,618,786,143.67 | 5,804,929,113.99 |
| 5.1 Net income from continuing operations ("-" For net deficiency) | 6,618,786,143.67 | 5,804,929,113.99 |
| 5.2 Net income from discontinued operations ("-" For net deficiency) | ||
| Attributable to owners of the parent company | 6,627,169,959.16 | 5,827,168,870.88 |
| Attributable to Minority interest income | -8,383,815.49 | -22,239,756.89 |
| 6. Net of tax from other comprehensive income | -226,957.05 | 1,143,061.03 |
| Net of tax from other comprehensive income to the owner of the parent company | -225,943.44 | 1,125,312.56 |
| 6.1 Other comprehensive income cannot reclassified into the profit and | ||
| loss: | ||
| Including: Re-measure the variation of net indebtedness or net asset of defined benefit plans | ||
| Share in other comprehensive income that cannot be classified into profit and loss under equity method | ||
| 6.2 Other comprehensive income that will be reclassified into the profit and loss | -225,943.44 | 1,125,312.56 |
| Including: Share in other comprehensive income that will be classified into profit and loss under equity method | ||
| Changes in fair value of available-for-sale financial assets | ||
| Held-to-maturity investment reclassified into available-for sale financial assets | ||
| Effective part of cash-flow hedge profit and loss | ||
| Balance arising from the translation of foreign currency financial statements | -225,943.44 | 1,125,312.56 |
| Others | ||
| Net of tax from other comprehensive income to minority shareholders | -1,013.61 | 17,748.47 |
| 7. Total comprehensive income | 6,618,559,186.62 | 5,806,072,175.02 |
| Total comprehensive income attributable to owners of the parent company | 6,626,944,015.72 | 5,828,294,183.44 |
| Total comprehensive income attributable to minority shareholders | -8,384,829.10 | -22,222,008.42 |
| 8. Earnings per share | ||
| (1)Basic earnings per share | 4.40 | 3.87 |
| (2)Diluted earnings per share | 4.40 | 3.87 |
Legal representative: Wang Yao
Person in charge of accounting affairs: Cong Xuenian Person incharge of accounting department: Yin Qiuming
2.4. Income Statement
Monetary Unit: RMB
| Item | Year 2017 | Year 2016 |
| 1. Operating income | 7,287,432,948.05 | 6,894,824,928.20 |
| Less: operating costs | 6,025,125,159.75 | 6,007,511,662.33 |
| Business taxes and surcharges | 790,967,616.84 | 73,103,638.46 |
| Selling and distribution expenses | ||
| General and administrative expenses | 813,483,459.91 | 879,948,170.35 |
| Financial expenses | -129,591,360.68 | -250,219,369.17 |
| Impairment losses | 480,654.94 | 1,062,334.79 |
| Plus: gains from changes in fair value ("-" for losses) | ||
| Investment income ("-" for losses) | 5,917,308,205.89 | 4,854,529,199.01 |
| Including: income from investment in associates and joint ventures | -2,074,635.42 | -4,128,507.78 |
| Asset disposal income ("-" For Total Losses) | -547,317.20 | -4,967,642.85 |
| Other income | 12,565,700.00 | |
| 2. Operating profits ("-" For Losses) | 5,716,294,005.98 | 5,032,980,047.60 |
| Plus: non-operating income | 2,466,263.97 | 7,268,092.83 |
| Less: non-operating expenses | 4,200,000.00 | 1,671,313.14 |
| 3. Total profits before tax ("-" For Total Losses) | 5,714,560,269.95 | 5,038,576,827.29 |
| Less: income tax expenses | 28,288,566.97 | 88,390,042.91 |
| 4. Net profit ("-" For Net Loss) | 5,686,271,702.98 | 4,950,186,784.38 |
| 4.1Net income from continuing operations ("-" For net deficiency) | 5,686,271,702.98 | 4,950,186,784.38 |
| 4.2 Net income from discontinued operations ("-" For net deficiency) | ||
| 5. Net of tax from other comprehensive income | ||
| (1)Other comprehensive income cannot reclassified |
| into the profit and loss: | ||
| Including: Re-measure the variation of net indebtedness or net asset of defined benefit plans | ||
| Share in other comprehensive income that cannot be classified into profit and loss under equity method | ||
| (2)Other comprehensive income that will be reclassified into the profit and loss | ||
| Including: Share in other comprehensive income that will be classified into profit and loss under equity method | ||
| Changes in fair value of available-for-sale financial assets | ||
| Held-to-maturity investment reclassified into available-for sale financial assets | ||
| Effective part of cash-flow hedge profit and loss | ||
| Balance arising from the translation of foreign currency financial statements | ||
| Others | ||
| 6. Total comprehensive income | 5,686,271,702.98 | 4,950,186,784.38 |
| 7. Earnings per share | ||
| 7.1 Basic earnings per share | ||
| 7.2 Diluted earnings per share |
2.5 Consolidated Statement of Cash Flows
Monetary Unit: RMB
| Item | Year 2017 | Year 2016 |
| 1. Cash flows from operating activities |
| Cash received from sale of goods and rendering of services | 23,711,590,313.33 | 22,869,510,223.76 |
| Net increase in customer bank deposits and placement from banks and other financial institutions | ||
| Net increase in loans from central bank | ||
| Net increase in loans from other financial institutions | ||
| Premiums received from original insurance contracts | ||
| Net cash received from reinsurance business | ||
| Net increase in deposits and investments from policyholders | ||
| Net increase from disposal of financial assets held for trading | ||
| Cash received from interest, handling charges and commissions | ||
| Net increase in loans from banks and other financial institutions | ||
| Net capital increase in repurchase business | ||
| Refunds of taxes and surcharges | ||
| Cash received from other operating activities | 427,432,452.11 | 121,047,134.82 |
| Sub-total of cash inflows from operating activities | 24,139,022,765.44 | 22,990,557,358.58 |
| Cash paid for goods purchased and services received | 6,973,376,753.35 | 6,203,990,821.87 |
| Net increase in loans and advances to customers | ||
| Net increase in deposits in central bank and other banks and financial institutions | ||
| Cash paid for original insurance contract claims | ||
| Cash paid for interests, handling charges and commissions | ||
| Cash paid for policy dividends | ||
| Cash paid to and on behalf of employees | 1,532,216,356.37 | 1,510,429,701.30 |
| Cash paid for taxes and surcharges | 6,535,601,442.87 | 5,758,348,700.63 |
| Cash paid for other operating activities | 2,214,658,413.54 | 2,112,743,534.16 |
| Sub-total of cash outflows from operating activities | 17,255,852,966.13 | 15,585,512,757.96 |
| Net cash flows from operating activities | 6,883,169,799.31 | 7,405,044,600.62 |
| 2. Cash flows from investing activities | ||
| Cash received from disposal of investments | 30,400,345,558.70 | 8,035,647,871.18 |
| Cash received from returns on investments | 564,117,891.26 | 422,339,653.09 |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets | 608,832.88 | 7,726,084.69 |
| Net cash received from disposal of subsidiaries and other business units | ||
| Cash received from other investing activities | 5,116,000.00 | |
| Sub-total of cash inflows from investing activities | 30,970,188,282.84 | 8,465,713,608.96 |
| Cash paid to acquire and construct fixed assets, intangible assets and other long-term assets | 325,345,429.44 | 480,211,104.59 |
| Cash paid for investments | 34,805,329,229.53 | 13,758,155,971.19 |
| Net increase in pledge loans | ||
| Net cash paid to acquire subsidiaries and other business units | 535,902.84 | 191,679,668.48 |
| Cash paid for other investing activities | ||
| Sub-total of cash outflows from investing activities | 35,131,210,561.81 | 14,430,046,744.26 |
| Net cash flows from investing activities | -4,161,022,278.97 | -5,964,333,135.30 |
| 3. Cash flows from financing activities | ||
| Cash received from investors | ||
| Including: cash received by subsidiaries from investments by minority shareholders | ||
| Cash received from borrowings | ||
| Cash received from bonds issue | ||
| Cash received from other financing activities | ||
| Sub-total of cash inflows from financing activities | ||
| Cash paid for debt repayments | 36,364.00 | 83,536,364.00 |
| Cash paid for distribution of dividends and profits or payment of interest | 3,169,375,338.20 | 2,713,542,761.01 |
| Including: dividends and profits paid to minority shareholders by subsidiaries | 4,696,611.20 | 80,672.15 |
| Cash paid for other financing activities | 247,704,388.41 | 900,000,000.00 |
| Sub-total of cash outflows from financing activities | 3,417,116,090.61 | 3,697,079,125.01 |
| Net cash flows from financing activities | -3,417,116,090.61 | -3,697,079,125.01 |
| 4. Effect of fluctuation in exchange rate on cash and cash equivalents | -11,705,912.52 | 5,198,479.25 |
| 5. Net increase in cash and cash equivalents | -706,674,482.79 | -2,251,169,180.44 |
| Plus: balance of cash and cash equivalents at the beginning of the period | 2,456,627,358.97 | 4,707,796,539.41 |
| 6. Balance of cash and cash equivalents at the end of the period | 1,749,952,876.18 | 2,456,627,358.97 |
2.6. Statement of Cash Flows
Monetary Unit: RMB
| Item | Year 2017 | Year 2016 |
| 1. Cash flows from operating activities | ||
| Refunds of taxes and surcharges | 4,993,174,559.67 | 11,515,039,389.71 |
| Cash received from other operating activities | ||
| Cash received from other operating activities | 9,395,953,342.76 | 260,746,751.78 |
| Sub-total of cash inflows from operating activities | 14,389,127,902.43 | 11,775,786,141.49 |
| Cash paid for goods purchased and services received | 6,084,319,424.50 | 5,870,321,906.28 |
| Cash paid to and on behalf of employees | 628,353,375.71 | 525,173,610.23 |
| Cash paid for taxes and surcharges | 1,959,696,424.05 | 1,711,283,007.62 |
| Cash paid for other operating activities | 153,591,847.77 | 4,412,432,440.40 |
| Sub-total of cash outflows from operating activities | 8,825,961,072.03 | 12,519,210,964.53 |
| Net cash flows from operating activities | 5,563,166,830.40 | -743,424,823.04 |
| 2. Cash flows from investing activities | ||
| Cash received from disposal of investments | 13,595,278,733.32 | 3,672,690,576.05 |
| Cash received from returns on investments | 8,423,249,140.68 | 4,013,672,891.09 |
| Net cash received from disposal of fixed assets, intangible assets and other | 16,755,029.89 | 11,965,331.46 |
| long-term assets | ||
| Net cash received from disposal of subsidiaries and other business units | ||
| Cash received from other investing activities | ||
| Sub-total of cash inflows from investing activities | 22,035,282,903.89 | 7,698,328,798.60 |
| Cash paid to acquire and construct fixed assets, intangible assets and other long-term assets | 325,294,764.78 | 312,984,934.17 |
| Cash paid for investments | 24,564,483,908.37 | 3,216,081,257.61 |
| Net cash paid to acquire subsidiaries and other business units | ||
| Cash paid for other investing activities | ||
| Sub-total of cash outflows from investing activities | 24,889,778,673.15 | 3,529,066,191.78 |
| Net cash flows from investing activities | -2,854,495,769.26 | 4,169,262,606.82 |
| 3. Cash flows from financing activities | ||
| Cash received from investors | ||
| Cash received from borrowings | ||
| Cash received from bonds issue | ||
| Cash received from other financing activities | ||
| Sub-total of cash inflows from financing activities | ||
| Cash paid for debt repayments | 36,364.00 | 36,364.00 |
| Cash paid for distribution of dividends and profits or payment of interest | 3,164,678,727.00 | 2,712,585,527.00 |
| Cash paid for other financing activities | ||
| Sub-total of cash outflows from financing activities | 3,164,715,091.00 | 2,712,621,891.00 |
| Net cash flows from financing activities | -3,164,715,091.00 | -2,712,621,891.00 |
| 4. Effect of fluctuation in exchange rate on cash and cash equivalents | -4,821,072.81 | 55,948.78 |
| 5. Net increase in cash and cash equivalents | -460,865,102.67 | 713,271,841.56 |
| Plus: balance of cash and cash equivalents at the beginning of the period | 1,570,426,948.87 | 857,155,107.31 |
| 6. Balance of cash and cash equivalents at the end of the period | 1,109,561,846.20 | 1,570,426,948.87 |
2.7. Consolidated Statement of Changes in Shareholders' Equity
Monetary Unit: RMB
| Item | Year 2017 | ||||||||||||
| Equity attributable to owners of the parent company | Non-controllin g interests | Total shareholders' equity | |||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasury stock | Other Compreh ensive Income | Special reserve | Surplus reserve | General risk reserve | Undistributed profit | |||||
| Prefe rred stock | Perp etual bon d | Other | |||||||||||
| 1. Balance as at December 31 of last year | 1,506,988,0 00.00 | 741,704,07 6.44 | 1,141,647 .47 | 753,494, 000.00 | 23,049,443,346.09 | -15,785,202.54 | 26,036,985,867.46 | ||||||
| Plus: adjustments for changes in accounting policies | |||||||||||||
| Adjustments for correction of accounting errors in prior year | |||||||||||||
| Business Combinations Under Common Control | |||||||||||||
| Others | |||||||||||||
| 2. Balance as at January 1 of the current year | 1,506,988,0 00.00 | 741,704,07 6.44 | 1,141,647 .47 | 753,494, 000.00 | 23,049,443,346.09 | -15,785,202.54 | 26,036,985,867.46 | ||||||
| 3. Increases/decreases in the current year (“-” for decreases) | -225,943. 44 | 3,462,495,159.16 | -4,385,990.99 | 3,457,883,224.73 | |||||||||
| (1) Total comprehensive income | -225,943. 44 | 6,627,169,959.16 | -8,384,829.10 | 6,618,559,186.62 | |||||||||
| (2) Capital contributed or reduced by owners | 3,998,838.11 | 3,998,838.11 | |||||||||||
| a. Capital contributions by owners | |||||||||||||
| b. Capital contributions by other equity instruments holders | |||||||||||||
| c. Amounts of share-based payments recognized in owners' equity | |||||||||||||
| d. Others | 3,998,838.11 | 3,998,838.11 | |||||||||||
| (3) Profit distribution | -3,164,674,800.00 | -3,164,674,800.00 | |||||||||||
| a. Withdrawal of surplus reserves | |||||||||||||
| b. Withdrawal of general risk reserve | |||||||||||||
| c. Profit distributed to owners (or shareholders) | -3,164,674,800.00 | -3,164,674,800.00 | |||||||||||
| d. Others | |||||||||||||
| (4) Internal carry-forward of owners' equity | |||||||||||||
| a. Conversion of capital reserves into paid-in capital (or share capital) | |||||||||||||
| b. Conversion of surplus reserves into paid-in capital (or share capital) | |||||||||||||
| c. Surplus reserves offsetting losses | |||||||||||||
| d . Others | |||||||||||||
| (5) Special reserves | |||||||||||||
| a. Withdrawal for the period | |||||||||||||
| b. Use for the period | |||||||||||||
| (6) Others | |||||||||||||
| 4. Balance as at December 31 of the current year | 1,506,988,0 00.00 | 741,704,07 6.44 | 915,704.0 3 | 753,494, 000.00 | 26,511,938,505.25 | -20,171,193.53 | 29,494,869,092.19 | ||||||
Monetary Unit: RMB
| Item | Year 2016 | ||||||||||||
| Equity attributable to owners of the parent company | Non-controlli ng interests | Total shareholders' equity | |||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasury stock | Other Compre hensive Income | Special reserve | Surplus reserve | Genera l risk reserve | Undistributed profit | |||||
| Prefe rred stoc k | Per petu al bon d | Ot he r | |||||||||||
| 1. Balance as at December 31 of last year | 1,506,988, 000.00 | 741,745,168 .83 | 16,334.9 1 | 753,494, 000.00 | 19,934,852,875. 21 | 4,384,481.94 | 22,941,480,860.89 | ||||||
| Plus: adjustments for changes in accounting policies | |||||||||||||
| Adjustments for correction of accounting errors in prior year | |||||||||||||
| Business Combinations Under Common Control | |||||||||||||
| Others | |||||||||||||
| 2. Balance as at January 1 of the current year | 1,506,988, 000.00 | 741,745,168 .83 | 16,334.9 1 | 753,494, 000.00 | 19,934,852,875. 21 | 4,384,481.94 | 22,941,480,860.89 | ||||||
| 3. Increases/decreas es in the current year (“-” for decreases) | -41,092.39 | 1,125,31 2.56 | 3,114,590,470.8 8 | -20,169,684.4 8 | 3,095,505,006.57 | ||||||||
| (1) Total comprehensive income | 1,125,31 2.56 | 5,827,168,870.8 8 | -22,222,008.4 2 | 5,806,072,175.02 | |||||||||
| (2) Capital contributed or reduced by owners | -41,092.39 | 2,132,996.09 | 2,091,903.70 | ||||||||||
| a. Capital contributions by owners | |||||||||||||
| b. Capital contributions by other equity instruments holders | |||||||||||||
| c. Amounts of share-based payments recognized in owners' equity | |||||||||||||
| d. Others | -41,092.39 | 2,132,996.09 | 2,091,903.70 | ||||||||||
| (3) Profit distribution | -2,712,578,400.0 0 | -80,672.15 | -2,712,659,072.15 | ||||||||||
| a. Withdrawal of surplus reserves | |||||||||||||
| b. Withdrawal of general risk reserve | |||||||||||||
| c. Profit distributed to owners (or shareholders) | -2,712,578,400.0 0 | -80,672.15 | -2,712,659,072.15 | ||||||||||
| d. Others | |||||||||||||
| (4) Internal carry-forward of owners' equity | |||||||||||||
| a. Conversion of capital reserves into paid-in capital (or share capital) | |||||||||||||
| b. Conversion of surplus reserves into paid-in capital (or share capital) | |||||||||||||
| c. Surplus reserves offsetting losses | |||||||||||||
| d . Others | |||||||||||||
| (5) Special reserves | |||||||||||||
| a. Withdrawal for the period | |||||||||||||
| b. Use for the period | |||||||||||||
| (6) Others | |||||||||||||
| 4. Balance as at December 31 of the current year | 1,506,988, 000.00 | 741,704,076 .44 | 1,141,64 7.47 | 753,494, 000.00 | 23,049,443,346. 09 | -15,785,202.5 4 | 26,036,985,867.46 | ||||||
2.8.Statement of Changes in Shareholders' Equity
Monetary Unit: RMB
| Item | Year 2017 | ||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasury stock | Other Comprehens ive Income | Special reserve | Surplus reserve | Undistributed profit | Total shareholders' equity | |||
| Pre ferr ed sto ck | Per petu al bon d | Oth er | |||||||||
| 1. Balance as at December 31 of last year | 1,506,988,0 00.00 | 1,341,628,480.93 | 753,494,000.0 0 | 16,215,863,370.70 | 19,817,973,851.63 | ||||||
| Plus: adjustments for changes in accounting policies | |||||||||||
| Adjustments for correction of accounting errors in prior year | |||||||||||
| Others | |||||||||||
| 2. Balance as at January 1 of the current year | 1,506,988,0 00.00 | 1,341,628,480.93 | 753,494,000.0 0 | 16,215,863,370.70 | 19,817,973,851.63 | ||||||
| 3. Increases/decreas es in the current year (“-” for decreases) | 2,521,596,902.98 | 2,521,596,902.98 | |||||||||
| (1) Total | 5,686,271,702.98 | 5,686,271,702.98 | |||||||||
| comprehensive income | |||||||||||
| (2) Capital contributed or reduced by owners | |||||||||||
| a. Capital contributions by owners | |||||||||||
| b. Capital contributions by other equity instruments holders | |||||||||||
| c. Amounts of share-based payments recognized in owners' equity | |||||||||||
| d. Others | |||||||||||
| (3) Profit distribution | -3,164,674,800.00 | -3,164,674,800.00 | |||||||||
| a. Withdrawal of surplus reserves | |||||||||||
| b. Profit distributed to owners (or shareholders) | -3,164,674,800.00 | -3,164,674,800.00 | |||||||||
| c. Others | |||||||||||
| (4) Internal carry-forward of owners' equity | |||||||||||
| a. Conversion of capital reserves into paid-in capital (or share capital) | |||||||||||
| b. Conversion of surplus reserves into paid-in capital (or share capital) | |||||||||||
| c. Surplus reserves offsetting losses | |||||||||||
| d. Others | |||||||||||
| (5) Special reserves | |||||||||||
| a. Withdrawal for the period | |||||||||||
| b. Use for the period | |||||||||||
| (6) Others | |||||||||||
| 4. Balance as at December 31 of the current year | 1,506,988,0 00.00 | 1,341,628,480.93 | 753,494,000.0 0 | 18,737,460,273.68 | 22,339,570,754.61 | ||||||
| Item | Year 2016 | ||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasur y stock | Other Compre hensive Income | Special reserve | Surplus reserve | Undistributed profit | Total shareholders' equity | |||
| Prefe rred stoc k | Per petu al bon d | Othe r | |||||||||
| 1. Balance as at December 31 of last year | 1,506,988, 000.00 | 1,341,628, 480.93 | 753,494,000.00 | 13,978,254,986.32 | 17,580,365,467.25 | ||||||
| Plus: adjustments for changes in accounting policies | |||||||||||
| Adjustments for correction of accounting errors in prior year | |||||||||||
| Others | |||||||||||
| 2. Balance as at January 1 of the current year | 1,506,988, 000.00 | 1,341,628, 480.93 | 753,494,000.00 | 13,978,254,986.32 | 17,580,365,467.25 | ||||||
| 3. Increases/decreas es in the current year (“-” for decreases) | 2,237,608,384.38 | 2,237,608,384.38 | |||||||||
| (1) Total comprehensive income | 4,950,186,784.38 | 4,950,186,784.38 | |||||||||
| (2) Capital contributed or reduced by owners | |||||||||||
| a. Capital contributions by owners | |||||||||||
| b. Capital contributions by other equity instruments holders | |||||||||||
| c. Amounts of share-based payments recognized in owners' equity | |||||||||||
| d. Others | |||||||||||
| (3) Profit distribution | -2,712,578,400.00 | -2,712,578,400.00 | |||||||||
| a. Withdrawal of surplus reserves | |||||||||||
| b. Profit distributed | -2,712,578,400.00 | -2,712,578,400.00 | |||||||||
| to owners (or shareholders) | |||||||||||
| c. Others | |||||||||||
| (4) Internal carry-forward of owners' equity | |||||||||||
| a. Conversion of capital reserves into paid-in capital (or share capital) | |||||||||||
| b. Conversion of surplus reserves into paid-in capital (or share capital) | |||||||||||
| c. Surplus reserves offsetting losses | |||||||||||
| d. Others | |||||||||||
| (5) Special reserves | |||||||||||
| a. Withdrawal for the period | |||||||||||
| b. Use for the period | |||||||||||
| (6) Others | |||||||||||
| 4. Balance as at December 31 of the current year | 1,506,988, 000.00 | 1,341,628, 480.93 | 753,494,000.00 | 16,215,863,370.70 | 19,817,973,851.63 | ||||||
3. Basic Situation of the Company
Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.(hereinafter referred to as “the Company”)was establishedin 26 December 2002, verified by the Government of Jiangsu Province, details referred to Reply on Theapproval of Establishment of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. by the provincialgovernment (SuZhengFu [2002]No.155),and was a joint-stock company founded by Jiangsu YangheGroup Co.,Ltd, Shanghai Haiyan Logistics Development Co.,Ltd, Nantong Zongyi Investment
Co.,Ltd.,Shanghai Jieqiang Tobacco Sugar & Wine (Group) Co.,Ltd, Jiangsu Venture Capital Co.,Ltd,China National Research Institute of Food and Fermentation Industries Co. Ltd, Nantong ShengfuIndustrial Trade Co., Ltd and Yang Yandong and other totally 14 nature persons. On 27 December, theCompamy obtained the unified social credit code (91460000201357188U) issued by Jiangsu ProvincialAdministration for Industry and Commerce. The registered capital was RMB 68 million and the sharecapital was 68,000,000 (1 yuan per share). According to the documents verified by Jiangsu ProvincialDepartment of Finance (Su Cai Guo Zi [2002] No.178), all the fund capital converts into share capitalaccording to the ratio 1:0.65561,among which, Jiangsu Yanghe Group Co.,Ltd contributed RMB52,264,100 of evaluated physical assets and RMB 735,900 of currency, covered into 34,747,330 shares,accounting for 51.099% of the total share capital;Shanghai Haiyan Logistics Development Co.,Ltdcontributed RMB 15,000,000 of currency, convered into 9,834,150 shares, accounting for the 14.462%of the total share capital; Nantong Zongyi Investment Co.,Ltd contributed RMB 15,000,000 of currency,converted into 9,834,150 shares, accounting for 14.462% of the total share capital; ShangHai JieqiangTobacco Sugar & Wine (Group) Co.,Ltd contributed RMB 7,000,000 of currency converted into4,589,270 shares, accounting for 6.749% of the total share capital; Jiangsu Venture Capital Co.,Ltdcontributed RMB 3,000,000 of currency concerted into 1,966,830 shares, accounting for 2.892% of thetotal share capital; China National Research Institute of Food and Fermentation Industries Co. Ltdcontributed RMB 1,000,000 of currency, converted into 655,611 shares, accounting for 0.964% of thetotal share capital; Nantong Shengfu Industrial Trade Co., Ltd contributed RMB 1,000,000 of currency,converted into 655,611 shares, accounting for 0.964% of the total share capital; Yang Yandong andother totally 14 nature persons contributed RMB 8,720,200 of currency, converted into 5,717,050 shares,accounting for 8.408% of the total share capital.
On 13 September 2009, the Company was verified by China Securities Regulatory Commission,according to the document Reply on Approving Initial Public Offering of Jiangsu Yanghe BreweryJoint-Stock Co., Ltd. (Zheng Jian Approval [2009] No.1077).The Company announced the initial publicoffering of 45,000,000 common shares on 27 February 2009 and was listed for transactions in SZSEsince 6 November 2009.
According to the decisions of 2010 Shareholders’ General Meeting on 23 April 2011, based on the totalcapital of 450,000,000 shares on 31 December 2010, the capital reserves per 10 shares were convertedinto 10 shares. After the conversion, the total share capital of the Company was 900,000,000 as well asregistered capital of RMB 900,000,000.
According to the decision of 2011 Shareholders’ General Meeting on 17 May 2012, based on the totalcapital of 900,000,000 shares on 31 December 2011, the capital reserves per 10 shares were convertedinto 2 shares. After the conversion, the total share capital of the Company was 1,080,000,000 as well asregistered capital of RMB 108,000,000.
According to the Proposal of Initial Share Repurchase of Public Shares approved by 2012 Shareholders’General Meeting on 17 May 2013, the Company used own funds to repurchase public shares and theprice of public shares was no more than RMB 70.00 per share, as well as the total amount of repurchaseshares was no more than RMB 10 billion. The way of repurchase was centralized competitive biddingapproved by SZSE. Until May 2014, the amount of repurchase shares was 3,580,000 and the totalamount of payment RMB 157,793,218.58. The shares repurchased had been canceled according to thelaw with the procedure of capital reduction. After the repurchase, the registered capital became RMB1,076,420,000 and the total share capital of the Company became 1,076,420,000.
According to the decision of 2014 Shareholders’ General Meeting on 26 May 2015, based on the totalcapital of 1,076,420,000 shares on 31 December 2011, the capital reserves per 10 shares wereconverted into 4 shares. After the conversion, the total share capital of the company was 1,506,988,000as well as the registered capital of RMB 1,506,988,000.
Registered address of the Company:118 Middle Avenue,Yanghe Town, Suqian City, Jiangsu ProvinceCompany type: Incorporated company (Listed)
Industry of the Company: Brewing food industry
Business scope of the Company:production and sale of liquor, wholesaling and retailing of prepackagedfood,grain purchase, self-operating and agency of import and export of various types of merchandiseand technology excluding merchandise and technology limited or prohibited by the state for import andexport, domestic trade, construction of e-commerce platform and online sales.( Business activities ofprojects needed to be approved by law must be approved according to related departments)Parent company of the Company:Jiangsu Yanghe Group Co.,Ltd.The scope of the Company's consolidated financial statements is based on control, and all subsidiariesare included in the consolidation scope of the consolidated financial statements.Changes of the scope of consolidation are as follows:3.1 Subsidiaries that are newly incorporated into the scope of consolidation are shown in the followingtable:
| Name | Measure of gaining |
| ZYG TECHNOLOGY INVESTMENT LTD | Merger of enterprises under different controlling group |
| Guizhou Welcome Drink Stock Co.,Ltd | Merger of enterprises under different controlling group |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | Merger of enterprises under different controlling group |
| Suqian Sujiu Logistics Co.,Ltd. | Establishment |
| Jiangsu Blue Dream E-commerce Co.,Ltd. | Establishment |
| Jiangsu Yanghe Weiketang Network Technology Co.,Ltd. | Establishment |
3.2 Subsidiaries that are no longer incorporated into the scope of consolidation are shown in thefollowing table:
| Name | Reason |
| Taizhou Mengye Trading Co.,Ltd. | Liquidation and cancellation |
| Siyang Yanghe Package Service Co.,Ltd. | Liquidation and cancellation |
Details of the subsidiaries incorporated into the consolidated financial statements show on ‘9. Interestsin subsidiaries’, Changes in the scope of consolidation show on ‘8, change in consolidated scope’.
4.Basis of Preparation of Financial Statements
4.1.Basis of preparation of financial statements
The company has prepared its financial statements on a going concern basis, and recognized andmeasured its accounting items in compliance with the Accounting Standards for BusinessEnterprises—Basic Standards and various concrete accounting standards, and other relevant provisionson the basis of actual transactions and events.
4.2. Going concern
The Company has sustainable operation ability for at least 12 months from the end of the reportingperiod. In addition, there is no significant event affecting going concern.
5.Significant accounting policies and accounting estimates
Whether the Company needs to comply with the requirement of special industryNo
The notes of detailed accounting policies and accounting estimates:
Refer to Note 5 the Change of significant accounting policies and accounting estimates
5.1. Statement of compliance with the ASBE
The financial statements of the company have been prepared in accordance with ASBE, and presenttruly and completely, the group’s financial position, the Company’s and results of operations, andchanges in shareholders' equity, cash flows and other related information for the reporting period.
5.2. Accounting period
The Company’s accounting period is calendar year as its accounting year, i.e. from January 1st toDecember 31st.
5.3. Operating cycle
The Company’s accounting period is 12 months.
5.4. Functional currency
The Company has adopted China Yuan (RMB) as functional currency.
5.5. The accounting treatment of business combinations involving enterprises undercommon control and not under common control
5.5.1. Accounting treatment method for business combination under commoncontrol
Business combination under common control is accounted for under pooling of interest method. Assetsand liabilities obtained by the Company through business combination under common control shall bemeasured at the book value as stated in the combine’s accounting record on the combination date. Theshare of the book value of the merged party’s owner’s equity in the consolidated financial statements istaken as the initial investment cost of long-term equity investments in individual financial statements.
The capital reserve (stock premium or capital premium) is adjusted according to the difference betweeninitial investment cost and the book value of consideration paid for the combination (including paid cash,transferred non-cash assets, book value of liabilities incurred or assumed or total par value of sharesissued). If the capital reserve (stock premium or capital premium) is insufficient to offset, the retainedearnings shall be adjusted.
5.5.2. Accounting treatment method of business combination not under commoncontrol
The Company accounts for business combination not under common control under purchase method.
All the net identifiable assets, liabilities or contingent liabilities obtained by the Company throughbusiness combination not under common control shall be measured based on the fair values of assetspaid, liabilities incurred or assumed and the equity securities issued as consideration for combination onthe acquisition date, and differences between their fair values and book values shall be included in thecurrent profit and loss.
A.The cost of acquisition shall be respectively determined for the following conditions;
1.Business combination of a transaction implementation, the combination cost shall be the sum of thefair values of the assets given, the liabilities incurred or assumed and the equity securities issued by theCompany in exchange for the control on the acquisition date, and contingent considerations meeting therecognition conditions. The combination cost is the initial investment costs of long-term equityinvestments.
2.Business combination through multiple transactions step by step to realized, the combination cost shallbe the sum of the fair value measurement on the acquisition of the equity investment that holding beforethe acquisition date and cost of all the new investment on the acquisition date. Long-term equityinvestment cost in individual financial statements shall be the sum of the book value of the equityinvestment that holding before the acquisition date and cost of all the new investment on the acquisitiondate. Except for a single transaction.
B.The Company, on the acquisition date, allocates the combination costs between the identifiable assetsand liabilities acquired
1.All assets of the acquiree obtained by the Company through business combination(not limited to thosethat have been recognized by the acquiree), other than intangible assets, shall be separately recognizedand measured at fair value when the future economic benefits arising thereafter are expected to flow intothe Company and the fair value can be reliably measured.
2.Intangible assets of the acquiree obtained by the Company through business combination shall beseparately recognized and measured at fair value when their fair values can be reliably measured.
3.All liabilities of the acquiree obtained by the Company through business combination, other thancontingent liabilities, shall be separately recognized and measured at fair value when fulfillment ofrelevant obligations are expected to bring future economic benefits to the Company and the fair valuecan be reliably measured.
4.Contingent liabilities of the acquiree obtained by the Company through business combination shall beseparately recognized as liabilities and measured at fair value when their fair values can be reliablymeasured.
5.When the Company allocates the cost of business combination and recognizes the identifiable assetsand liabilities acquired through combination, it shall not include any goodwill and deferred income taxesthat have been recognized by the acquiree before the business combination.
C.Treatment of the difference between the business combination costs and the fair value of netidentifiable asset acquired from the acquiree through combination
1.The Company shall recognize the difference of the combination costs in excess of the fair value of thenet identifiable asset acquired from the acquiree through combination as goodwill. The Company shallnot amortize the goodwill after initial recognition, but shall conduct impairment test at the end of the year.
The goodwill is measured at the amount of its cost minus accumulated provision for the impairment.
2.The Company shall recognize the difference of the combination costs in short of the fair value of thenet identifiable asset acquired from the acquiree through combination according to the followingprovisions:
2.1Review the measurement of fair values of all the identifiable assets, liabilities and contingent liabilitiesacquired from the acquiree and the combination costs;
2.2After the review, if the combination costs are still in short of the fair value of the net identifiable assetacquired from the acquiree through combination, include the difference in the current profit and loss.
5.5.3. Treatment of relevant expenses arising from the Company’s businesscombination
A.Relevant expenses directly arising from the business combination of the Company (including theexpenses for audit, legal services, evaluation and consultation or other intermediary costs for businesscombination) shall be included in the current profit and loss when they are incurred.
B.Commissions, fees and other expenses paid on issuance of bonds and undertaking of other debts forthe business combination shall be included in the initial measurement amount of debt securities.
1.Where the bonds are issued at discount or par value, that part of expenses will increase the amount ofthe discount;
2.Where the bonds are issued at premium, that part of expenses will decrease the amount of thepremium.
C.Fees, commissions, and other transaction expenses paid on issuance of equity securities ascombination consideration in the business combination shall be included in the initial measurementamount of equity securities.
1.Where the equity securities are issued at premium, that part of expenses shall be deducted fromcapital reserves (stock premium);
2.Where the equity securities are issued at par value or discount, that part of expenses shall bededucted from the retained earnings.
5.6.Preparation of consolidated financial statements.
5.6.1. Consistency of accounting policies and accounting period
All the subsidiaries within the consolidation scope of consolidated financial statements shall adopt thesame accounting policies and accounting periods as those of the Company. If the accounting policies oraccounting periods of a subsidiary are different from those of the Company, the financial statements ofthe subsidiary, upon preparation of consolidated financial statements, shall be adjusted according to theaccounting policies and accounting periods of the Company.
5.6.2. Preparation method of consolidated financial statements
The consolidated financial statements are based on the financial statements of the Company and itssubsidiaries, and are prepared by the parent company according to other relevant information after theadjustment to long-term equity investments in subsidiaries under the equity method and the eliminationof effects of the internal transactions between the Company and its subsidiaries and between thesubsidiaries on the consolidated financial statement.
5.6.3. Reflection of excess losses incurred to a subsidiary in the consolidatedfinancial statements
In the consolidated financial statements, where the current losses undertaken by the parent companyare in excess of its share of owners’ equity in the subsidiary at the beginning of the period, the balanceshall reduce the owners’ equity (retained earnings) of the parent company; where the current lossesundertaken by a subsidiary’s non-controlling shareholders excess those non-controlling shareholders’share of owners’ equity in the subsidiary at the beginning of the period, the balance shall reduce thenon-controlling interests.
5.6.4. Changes in number of subsidiaries during the reporting period
A.Acquisition of subsidiaries during the reporting period
1.Treatment of acquiring subsidiaries from business combination under common control during thereporting period
During the reporting period, if the Company acquires subsidiaries from the business combination undercommon control, the beginning balance in the consolidated balance sheet shall be adjusted. The income,expenses and profits of the newly acquired subsidiaries from the beginning to the end of the reportingperiod shall be included in the consolidated income statement. The cash flows of the newly acquiredsubsidiaries from the beginning to the end of the reporting period shall be included in the consolidatedstatement of cash flows.
2.Treatment of acquiring subsidiaries from business combination not under common control during thereporting period
During the reporting period, if the Company acquires subsidiaries from the business combination notunder common control, the beginning balance in the consolidated balance sheet shall not be adjusted.
The income, expenses and profits of the newly acquired subsidiaries from the acquisition date to the endof the reporting period shall be included in the consolidated income statement. The cash flows of thenewly acquired subsidiaries from the acquisition date to the end of the reporting period shall be includedin the consolidated statement of cash flows.
B.Treatment of disposing subsidiaries during the reporting period
During the reporting period, if the Company disposes subsidiaries, the beginning balance in theconsolidated balance sheet shall not be adjusted. The income, expenses and profits of the newlydisposed sub diaries from the beginning to the disposal date shall be included in the consolidatedincome statement. The cash flows from the beginning to the disposal date shall be included in theconsolidated statement of cash flows.
5.7.Classification of joint venture arrangements and the accounting treatmentmethod of common operation
5.7.1. Classification of joint venture arrangements
A joint arrangement is classified as either a joint operation or a joint venture. A joint operation is a jointarrangement whereby the joint operators have rights to the assets, and obligations for the liabilities,relating to the arrangement. A joint venture is a joint arrangement whereby the joint ventures only havethe rights to the net assets under this arrangement.
A joint arrangement that is not structured through a separate vehicle shall be classified as a jointoperation. A separate vehicle refers to a separately identifiable financial structure, including separatelegal entities or entities without a legal personality but recognized by statute.
A joint arrangement that is structured through a separate vehicle is usually classified as a joint venture.
However, when a joint arrangement provides clear evidence that it meets any of the followingrequirements and complies with applicable laws and regulations as a joint operation:
a) The legal form of the joint arrangement indicates that the parties that have joint control haverights to the assets, and obligations for the liabilities, relating to the arrangement.
b) The terms of the joint arrangement specify that the parties that have joint control have the rightsto the assets, and the obligations for the liabilities, relating to the arrangement.
c) Other facts and circumstances indicate that the parties that have joint control have rights to theassets, and the obligations for the liabilities, relating to the arrangement---for example, the parties thathave joint control have rights to substantially all of the output of the arrangement, and the arrangementdepends on the parties that have joint control on a continuous basis for settling the liabilities of thearrangement.
5.7.2. Accounting treatment of a joint operation
A joint operator shall recognize the following items in relation to its interest in a joint operation, andaccount for them in accordance with relevant accounting standards:
a) Its solely-held assets, and its share of any assets held jointly;
b) Its solely-assumed liabilities, and its share of any liabilities incurred jointly;
c) Its revenue from the sale of its share of the output arising from the joint operation;
d) Its share of the revenue from sale of the output by the joint operation; and
e) Its solely-incurred expenses and its share of any expenses incurred jointly.
5.8.Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand.
Cash equivalents are the company’s short-term (due within 3 months from purchase date), highly liquidinvestments that are readily convertible to known amounts of cash and which are subject to aninsignificant risk of changes in value.
5.9.Foreign currency transactions and translation of foreign currency statements
5.9.1. Accounting method of foreign currency transactions
A.Initial recognition of foreign currency transactions
For foreign currency transactions incurred, the Company converts the amount in foreign currency intothe amount in functional currency at the spot exchange rate (middle rate) announced by the People’sBank of China on the transaction date. Among them, for foreign currency exchange occurred ortransaction involving foreign currency exchange, the Company converts at the exchange rate actuallyadopted on the transaction date.
B.Adjustment or settlement on the balance sheet date or settlement date
On the balance sheet date or the settlement date, the Company handles foreign currency monetaryitems and foreign currency non-monetary items separately in accordance with the following methods:
1.Accounting principles for handling foreign currency monetary items
For foreign currency monetary items, on the balance sheet date or the settlement date, the Companyconverts them by using the spot exchange rate (middle rate) prevailing on the balance sheet date orsettlement date, and adjusts the amount in functional currency of foreign currency monetary items inrespect of the difference arising from exchange rate fluctuations, which shall be treated as exchangedifference at the same time. Among them, the exchange differences arising from foreign currency loansrelating to the acquisition, construction or production of assets eligible for capitalization shall be includedin the costs of assets eligible for capitalization; other exchange differences shall be included in thecurrent financial expenses.
2.Accounting principles for handling foreign currency non-monetary items
a) For foreign currency non-monetary items measured at historical cost, the Company shall convertthem at the spot exchange rate (middle rate) prevailing on the transaction date, with their amounts infunctional currency remaining unchanged and no exchange differences incurred.
b) For an inventory that is measured at the lower of its costs or its net realizable values, if the netrealizable value is determined in foreign currency, the Company, when determining the value of theinventory at the end of the period, shall firstly convert the net realizable value into functional currencyand then compare it with the inventory cost reflected in functional currency.
c)Non-monetary items measured at fair value that is reflected in foreign currency at the end of the period,the Company shall firstly translate the foreign currency into the amount in functional currency at the spotexchange rate on the date when the fair value is determined, and then compare it with the originalfunctional currency amount. Difference between the translated functional currency amount and theoriginal functional currency amount is treated as profit or loss from changes in fair value (includingchanges in exchange rate) and is recognized in current profit and loss.
5.9.2. Accounting treatment method for translation of foreign currency statements
A.The Company shall translate the financial statements of foreign operations in accordance with thefollowing methods:
1.Assets and liabilities in the balance sheets shall be translated at the spot exchange rates on balancesheet date. Shareholders’ equity items, except for the item of "undistributed profits", are translated at thespot exchange rates on the dates when the transactions occur.
2.Revenue and expense items in the income statement are translated at the spot exchange rates on thedates when the transactions occur or at the exchange rate determined in a systematical and reasonablemethod and similar to the spot exchange rate on the day when the transactions occur.
3.Differences arising from the above translations of foreign currency financial statements are separatelylisted under ‘other comprehensive income’ in the consolidated balance sheet.
a) The Company shall translate the financial statements of foreign operations that are in virulent inflationeconomy in accordance with the following methods:
i.The Company restates the items in the balance sheet by using the general price index, and restates theitems in the income statement by using the changes in general price index, and then converts thoseitems at the spot exchange rate on the latest balance sheet date.
ii. Where the foreign operations are no longer in virulent inflation economy, the Company ceases torestate the financial statements and converts the financial statements restated according to the pricelevel on such cease.
b) Where the Company disposes of an overseas business, it shall transfer the foreign currency financialstatements exchange difference, which relates to the business disposed of and is presented under theitems of the other comprehensive income in the balance sheet, from the other comprehensive incomeitem to the gain or loss on disposal for the current period. If the overseas business is partly disposed of,the foreign currency financial statements exchange difference shall be calculated in proportion to thepercentage of disposal and transferred to gain or loss on disposal for the current period.
5.10. Financial Instruments
Financial instruments include financial assets, financial liabilities and equity instruments.
5.10.1. Classification of financial instruments
A.Classification of financial assets
Based on business characteristics, investment strategies and risk management requirements, theCompany classifies the financial assets it has obtained into the following four categories: (1) financialassets measured at fair value through current profit and loss; (2) held-to-maturity investments; (3) loansand receivables; and (4) available-for-sale financial assets.
Financial assets measured at fair value through current profit and loss include: (1) financial assets heldfor trading ; (2)financial assets directly designated to be measured at fair value through current profit andloss; (3)investments in subsidiaries that shall not be consolidated by the investment entities ;
(4)investments held by venture capital organizations, mutual funds or similar entities.
The equity investment which hasn’t control , joint control or significant influence over the investee, basedon business characteristics, investment strategies and risk management requirements, can be dividedinto the first kind of financial assets measured at fair value through current profit and loss or the fourthkind of available-for-sale financial assets. In some special cases, the equity investment can bemeasured under the cost method.
B.Classification of financial liabilities
Based on business characteristics and risk management requirements, the Company classifies thefinancial liabilities it undertakes into the following two categories: (1) financial liabilities measured at fairvalue through current profit and loss (including financial liabilities held for trading and financial liabilitiesdirectly designated to be measured at fair value through current profit and loss); and (2) other financialliabilities.
5.10.2. Recognition basis and measurement method of financial instruments
A. Recognition basis of financial instruments
When the Company becomes a party to a financial instrument, it shall recognize a financial asset orfinancial liability.
B.Measurement method of financial instruments
1.Financial assets or financial liabilities measured at fair value through current profit and loss: they areinitially measured at the amount of fair value upon acquisition, and relevant transaction expenses areincluded in the current profit and loss when incurred. For cash dividends declared but not distributed orbond interest matured but not drawn that have been included in the actual price paid, they shall beseparately recognized as dividends receivable or interest receivable. Cash dividends or bond interestgained during the holding period shall be recognized as investment income. On the balance sheet date,they shall be measured at fair values and the changes in their fair values shall be included in currentprofit or loss. When disposing of a financial asset held for trading, the Company recognizes thedifference between the payment actually received (dividends receivable or interest receivable, if any,shall be deducted) and the book value of the financial asset held for trading on the disposal date, andtransfers the accumulative amount previously included in profit or loss on changes in fair value to theinvestment income.
2.Held-to-maturity investments: they are initially measured at the total amount of their fair values uponacquisition and related transaction expenses. For bond interest matured but not drawn that is included inthe actual price paid, they are independently recognized as interest receivable. Interest income iscalculated and recognized during the holding period according to the amortized cost and effectiveinterest rates, and included in the investment income. The effective interest rate is determined uponacquisition, and remains unchanged during the expected duration or any applicable shorter period. Onthe balance sheet date, they are measured at amortized costs. Upon disposal, the difference betweenthe actual proceeds (interest receivable, if any, shall be deducted) and the book value of theheld-to-maturity investment is recognized as investment income.
3.Loans and receivables: mainly refer to the loans issued by financial enterprises and creditor’s rightsreceivable arising from external sales of goods or rendering of service by enterprises. It is measuredbased on amortized cost by adopting effective interest method. The sum of principal and related tradingexpenses of loans issued by financial enterprises according to current market conditions is recognizedas initial recognition amount. For creditor’s rights receivable arising from external sales of goods orrendering of service by enterprises, their initial recognition amounts shall be the contract price oragreement price receivable from the purchaser. Receivables’ interest income is recognized under theeffective interest method. Upon recovery or disposal, the difference between the price received and thebook value of a receivable is included in the current profit and loss.
4.Available-for-sale financial assets: they are initially recognized at the sum of fair value upon acquisitionand relevant transaction expenses. For cash dividends declared but not distributed or bond interestmatured but not drawn that has been included in the actual price paid, it shall be separately recognizedas dividends receivable or interest receivable. Cash dividends or bond interest gained during the holdingperiod shall be recognized as investment income. On the balance sheet date, the available-for-salefinancial assets are measured at fair values and the changes in their fair values are included in othercomprehensive income. Upon disposal, the difference between the payment actually received (dividendsreceivable or interest receivable, if any, shall be deducted) and the book value of an available-for-salefinancial asset shall be included in investment income; and meanwhile, the amount arising from theaccumulated changes in fair value, which have been previously included in other comprehensive income,shall be transferred out and included in the investment profit or loss.
5.Other financial liabilities: they are initially recognized at fair values at the time of occurrence plusrelated transaction costs. Other financial liabilities, whose interest expenses are recognized by using theeffective interest method, are measured at their amortized costs on the balance sheet date.
5.10.3. Recognition basis and measurement method of transfer of financial assets
A.Derecognition criteria of financial assets
When transfer of financial assets occurs, if nearly all of the risks and rewards of ownership of thefinancial assets have been transferred to the transferee, the Company derecognizes the financial assets;if nearly all of the risks and rewards of ownership of the financial assets are retained, the Company shallnot derecognize the financial assets.
When determining whether the transfer of a financial asset meets the above derecognition criteria offinancial assets, the Company adopts the principle of substance over form.
B.Treatment of transfer of financial assets satisfying the criteria of derecognition
The Company classifies the transfer of a financial asset into the entire transfer and the partial transfer offinancial asset.
1.If the entire transfer of financial asset satisfies the criteria of derecognition, the difference between theamounts of the following two items shall be included in the current profit and loss:
a) The book value of the transferred financial asset;
b) The sum of the consideration received from the transfer and the accumulated amount of the changesin fair value originally and directly included in other comprehensive income (the situation where thefinancial asset transferred is an available-for-sale financial asset is involved in).
2.If the partial transfer of financial asset satisfies the criteria of derecognition, the entire book value of thetransferred financial asset shall be divided between the derecognized and recognized parts according totheir respective fair values and the difference between the amounts of the following two items shall beincluded in the current profit and loss:
a) The book value of derecognized part;
b)The sum of the consideration for the derecognized part and the portion of derecognition correspondingto the accumulated amount of the changes in fair value originally and directly included in othercomprehensive income (the situation where the financial asset transferred is an available-for-salefinancial asset is involved in).
3.Treatment of transfer of financial assets not satisfying the criteria of derecognition
If the transfer of financial assets does not meet the derecognition criteria, the financial assets shallcontinue to be recognized, and the consideration received will be recognized as a financial liability.
5.10.4. Derecognition criteria of financial liabilities
A.A financial liability shall be wholly or partly derecognized if its present obligations are wholly or partlydissolved. Where the Company enters into an agreement with a creditor so as to substitute the existingfinancial liabilities with any new financial liability, and the new financial liability is substantially differentfrom the contractual stipulations regarding the existing financial liability, it shall derecognize the existingfinancial liability, and recognize a new one at the same time.
B.Where substantial revisions are made to some or all of the contractual stipulations of the existingfinancial liability, the Company shall derecognize the existing financial liability wholly or partly, and at thesame time recognize the financial liability with revised contractual stipulations as a new financial liability.
C.Upon whole or partial derecognition of financial liabilities, the difference between the book value of thefinancial liabilities derecognized and the consideration paid (including non-cash assets surrendered ornew financial liabilities assumed) shall be included in the current profit and loss.
D.Where the Company repurchases part of its financial liabilities, it shall, on the repurchase date,allocate the entire book value of financial liabilities according to the comparative fair value of the part thatcontinues to be recognized and derecognized part. The difference between the book value allocated tothe derecognized part and the considerations paid (including non-cash assets surrendered and the newfinancial liabilities assumed) shall be included in the current profit and loss.
5.10.5. Method to determine the fair value of financial instrument
A.The fair value of a financial asset or financial liability for which there is an active market shall bedetermined in accordance with the quoted price in such active market at the measurement date.
B.The fair value of a financial asset or financial liability for which there isn’t an active market shall beusing valuation techniques. The recognition of the specific principles and methods are dealt with under“Accounting Standard for Business Enterprises No.39—Fair Value Measurement”.
5.10.6. Criteria to identify, way to test and method to provide for the impairment offinancial assets (excluding receivables)
On the balance sheet date, the Company shall check the book values of its financial assets (excludingthe financial assets measured at fair value through current profit and loss), whether on an individualbasis or on a combination basis, recognizes impairment losses on the financial assets with objectiveevidence of impairment, and provides reserves for the impairment. The objective evidence of impairmentof a financial asset includes the serious financial difficulties faced by the issuer or debtor, potentialbankruptcy or other financial reorganization incurred to the debtor, and the incapability of the financialasset to be continuously traded in active market caused by the serious financial difficulties incurred tothe issuer, severe or prolonged decline in the fair value of equity instrument investment and otheradverse situations.
Methods to test and make provision for impairment of held-to-maturity investment
On the balance sheet date, if there is any objective evidence showing that any impairment has occurredto a held-to-maturity investment, the impairment loss is recognized at the difference between its bookvalue and its present value of estimated future cash flows.
1.For a held-to-maturity investment that is individually significant, the Company conducts separateimpairment test. If there is any objective evidence of impairment, the Company recognizes theimpairment losses at the difference of its present value of estimated future cash flows in short of its bookvalue, and shall accordingly make the provision for such impairment.
2.For held-to-maturity investments that are individually insignificant and held-to-maturity investmentsthat are individually significant but have no impairment according to the separate test, they are dividedinto several groups according to similar credit risk characteristics. The impairment losses and provisionsfor impairment of these groups are calculated and determined based on certain proportions of theirbalances on the balance sheet date.
3.Methods to test and make provision for impairment of available-for-sale financial asset
On the balance sheet date, if there is any objective evidence showing that an available-for-sale financialasset is impaired, the impairment provision shall be accrued and the impairment loss shall be recognized.
For an equity instrument investment, if significant or non-temporary decline in fair value of theavailable-for-sale equity investment is found after giving comprehensive consideration to relevant factors,it can be concluded that the available-for-sale equity investment is impaired. The "significant decline"refers to a cumulative decline in the fair value exceeding 50% of the cost; and the "non-temporarydecline" refers to a continuous decline in the fair value of more than 12 months.
When making provision for the impairment of an available-for-sale financial asset, the accumulated lossarising from the decline in fair value that is previously included in other comprehensive income shall betransferred out and included in the current profit and loss. The accumulated loss transferred out shall bebalance of the available-for-sale financial asset’s initial acquisition cost after deducting the principalrecovered and amortized amount, present fair value and impairment loss previously recorded in profit orloss.
After the recognition of an impairment loss, if there is objective evidence showing that the value offinancial assets has been recovered and such recovery is objectively related to the events occurringafter the recognition of such loss, the impairment loss previously recognized shall be reversed, theimpairment loss of available-for-sale equity investment shall be reversed and recognized as othercomprehensive income, and the impairment loss of available-for-sale debt instrument shall be reversedand included in the current profit and loss.
For an equity instrument investment that has no quoted price in active market and whose fair valuecannot be reliably measured, or a derivative financial asset that is linked to the equity instrument andsettled through delivery of such equity instrument, when they are impaired, the difference between thebook value of the financial asset and the present value of future cash flows discounted based on theprevailing market rate of return for a similar financial asset shall be recognized as an impairment lossand included in the current profit and loss. Once recognized, the impairment loss shall not be reversed.
5.10.7. Accounting treatment method of reclassifying the undue held-to-maturityinvestments as available-for-sale financial assets
Where it is not suitable to classify one investment as a held-to-maturity investment any more due to thechange in intention or ability to hold the investment, the Company shall reclassify such investment asavailable-for-sale financial assets; where the Company partly disposes or reclassifies a held-to-maturityinvestment large in amount, and such disposal or reclassification does not arise from any independentevent that is not under the control of the Company, not expected to recur and difficult to reasonablyanticipated, the remaining portion of the investment shall also be classified as available-for-sale financialasset.
5.11.Receivables
5.11.1. Individually significant receivables whose provisions are made separately
| Recognition criteria of individually significant receivables | Individually significant receivables refer to accounts receivable whose ending balances are over RMB5,000, 000. |
| Provision method of individually significant receivables | On the balance sheet date, the Company separately conducts impairment tests on those individually significant receivables. If there is any objective evidence of impairment, an impairment loss is recognized and a provision for bad debt is made, according to the difference of the present value of estimated future cash flows in short of the book value; Individually significant receivables that are proved to be not impaired according to the tests shall be incorporated into other individually insignificant receivables, and their provisions for bad debts shall be made by using the aging analysis method based on their ending balances. Objective evidence of impairment incurred to receivables includes: (1) the debtor has significant financial difficulty; (2) the debtor violates contractual terms (such as the breach of contract or delay in repaying interest or principal); (3) a concession is made to the debtor in financial difficulty after considering economic or legal reasons; (4) the debtor is likely to face bankruptcy or other debt restructuring. |
5.11.2. Receivables whose bad debt provisions are made by portfolio
| Portfolio name | Provision method of bad debt |
| Aging Portfolios | Aging analysis method |
| Other Portfolios | Other method |
Among portfolios, adopting aging analysis method:
√ Applicable □ N/A
| Aging | Proportion of provision for accounts receivable (%) | Proportion of provision for other receivables (%) |
| Within 1 Year (Inclusive) | 5.00% | 5.00% |
| 1-2 years | 10.00% | 10.00% |
| 2-3 Years | 30.00% | 30.00% |
| 3-4 Years | 50.00% | 50.00% |
| 4-5 Years | 80.00% | 80.00% |
| Over 5 Years | 100.00% | 100.00% |
Among portfolios, adopting percentage of balance method:
□ Applicable √ N/A
Among portfolios, adopting other method:
□Applicable √ N/A
5.11.3. Individually insignificant receivables whose provisions are made separately
| Reason for making provision for bad debt separately | Individually insignificant receivables refer to accounts receivable whose ending balances are less than RMB5,000, 000. |
| Provision method of bad debt | The Company carries out separate impairment tests on receivables that are individually insignificant but have the following characteristics (such as receivables involved in dispute or litigation with the debtor and requiring arbitration; and receivables for which there are clear indications that the debtor is unable to fulfill the repayment obligations). If there is any objective evidence of impairment, the Company shall recognize the impairment loss and make the bad debt provision according to the difference of the present value of future cash flows in short of the book value. Meanwhile, for receivables that are individually insignificant after the bad debt provisions separately made are deducted, their bad debt provisions shall be made according to principles applied to portfolios of receivables with similar credit risk characteristics by aging. |
5.12.Inventory
Whether the Company needs to comply with the disclosure requirement of special industry.
No
5.12.1. Classification of inventory
Inventories are classified as: raw materials, goods in progress, stock commodities, consignedprocessing materials, revolving materials (including low-cost consumables, etc.Measurement method of dispatched inventoriesDispatched materials and stock commodities are accounted for by using the weighted average method.5.12.2. Basis to determine net realizable values of inventories and method ofprovision for diminution value of inventoriesA.Determination basis of net realizable values of inventories1.In normal operation process, for merchandise inventories held directly for sale, including stockcommodities (finished goods) and materials for sale, their net realizable values are determined at theirestimated selling prices minus their estimated selling expenses and relevant taxes and surcharges.
2.In normal operation process, for material inventories that need further processing, their net realizablevalues are determined at the estimated selling prices of finished goods minus estimated costs tocompletion, estimated selling expenses and relevant taxes and surcharges.
3.For inventories held to execute sales contract or service contract, their net realizable values arecalculated on the basis of contract price. If the quantities of inventories specified in the sales contractsare less than the quantities held by the Company, the net realizable value of the excess portion ofinventories shall be based on general selling prices.
4.The materials held for production shall be measured at cost if the net realizable value of the finishedproducts is higher than the cost. If a decline in the value of materials shows that the net realizable valueof the finished products is lower than the cost, the materials shall be measured at the net realizablevalue.
B.Provision for diminution in value of inventory
Provisions for diminution in value of inventory are made at the lower of costs or net realizable values ona single basis. For inventories with large quantity and relatively low unit prices, the provision for loss ondecline in value of inventories shall be made on the ground of the categories of inventories.
5.12.3. Inventory system
The Company adopts perpetual inventory system and takes physical inventory counts on a regularbasis.
5.12.4. Amortization method of revolving materials
A.Amortization method of low-cost consumables:
Low-cost consumables are amortized in full at once.
B.Amortization method of packaging materials
Packing materials are amortized in full at once when fetched for use by the Company.
5.13. Assets held for sale
A.Scope of assets held for sale and disposal groups
The Company will classify the non-current asset or disposal groups as asset held for sale when theCompany recover the book value of non-current or disposal group mainly by selling (including exchangeof non-monetary assets with commercial nature ) rather than continuous usage.
Disposal group refers to a group of assets recognized as a whole to be sold or disposed by other ways ina transformation and the liabilities directly related to these assets in this transformation.
B.Recognition condition of assets held for sale and disposal groups
The Company recognizes the non-current assets or disposal groups which meet with the followingconditions as assets held for sale:
The assets or disposal groups will be immediately sold according to the usual terms of selling this kind ofcomponents under the current conditions;The transformation will most likely occur,and namely theCompany had made a decision on the transformation and obtained certain purchase commitments. Thetransformations should be completed within 1 years. The components shall be sold after gaining theapproval from the relevant authority institutions of the Company or supervision department according tothe regulations
C.Accounting treatment method and presentation of assets held for sale and disposal group
The Company measures the book value of the non-current assets or disposal groups according torelevant accounting standards before classifying them as assets held for sale for the first time.
When the Company initially measures or remeasures the non-current assets or disposal groups held forsale on the balance sheet date, if the book value is higher than its fair value minus selling expenses, thebook value shall be written down to the fair value minus selling expenses. The amount written down isrecognized as an impairment loss and it is included in current profits and losses. Meanwhile, theprovision for assets held for sale shall be made. For the amount of impairment losses of disposal groupsheld for sale, firstly it deducts the book value of goodwill in the disposal groups,and then deducts thebook value in proportion according to the proportion of the book value of each non-current asset to thetotal book value. The non-current assets held for sale are not depreciated or amortized.
The non-current assets held for sale or assets in the disposal groups held for sale cannot offset theliabilities in the disposal groups. They should be separately listed as current assets and current liabilities.
For the Company that loses control of its subsidiaries because of selling its investment in subsidiaries,whether the Company retain a part of equity investment or not, the investment in subsidiaries shall beclassified as assets held for sale as whole in the individual financial statements of the parent companyand all assets and liabilities of the subsidiaries shall be classified as assets held for sale in theconsolidated financial statement, when the investment in subsidiaries planned to be sold meets theclassifying conditions of the assets held for sale.
5.14. Long-Term Equity Investment
5.14.1. Recognition of the initial investment costs of long-term equity investments
A.For long-term equity investments from business combinations, the initial investment cost shall berecognized in accordance with the provisions mentioned in Note 3.5, Accounting Method for Long-termEquity Investment from Business Combinations under Common Control and Business Combination notunder Common Control.
B.Except for the long-term equity investments arising from business combinations, those obtained byother means shall recognize their initial investment costs in accordance with the following provisions:
1.For the long-term equity investments obtained by cash paid, the Company recognizes the actualpurchase price as the initial investment costs. The initial investment costs include directly relatedexpense, taxes and other necessary expenses of obtaining long-term equity investments.
2.For the long-term equity investments acquired by the issue of equity securities (equity instrument), theinitial investment cost shall be the fair value of the equity securities (equity instrument) issued. If the fairvalue of the long-term equity investment obtained is more reliable than equity securities issued, the initialinvestment cost shall be the fair value of the long-term equity investment made by the investors. Thecost directly attributable to the issue of equity securities (equity instrument), including fees, commissions,etc., write-downs premium price of the issue, if premium price of the issue is insufficient, write-downssurplus reserve and undistributed profit in turn. For the long-term equity investments acquired by theissue of debt securities (debt instrument) , reference through the issuance of equity securities (equityinstrument).
3.For long-term equity investments obtained by debt restructuring, the Company recognizes the fairvalue of shares of debt-for-equity swap as the initial investment costs.
4.For long-term equity investments obtained by non-monetary assets exchange, under the condition thatan exchange of non-monetary assets is of commerce nature and the fair value of assets exchanged canbe reliably measured, non-monetary assets traded in is initially stated at the fair value of the assetstraded out, unless there is conclusive evidence indicating that the fair value of the assets traded in ismore reliable; if the above conditions are not satisfied, initial investment costs of long-term equityinvestments traded in shall be recognized at the book value of the assets traded out and the relevanttaxes and surcharges payable.
Expenses, taxes and other necessary expenses incurred to the Company and that are directly related tothe obtainment of long-term equity investments shall be recognized as the initial investment costs oflong-term equity investments.
For long-term equity investments obtained by the Company by any means, cash dividends or profitsdeclared but not yet distributed in the actual payments or the consideration actually paid for theinvestment shall be separately accounted as dividends receivable and shall not constitute the costs oflong-term equity investments.
5.14.2. Subsequent measurement and recognition of gains and losses of long-termequity investments
A.If the Company can control an investee, namely investment in subsidiary, the long-term equityinvestment shall be measured under the cost method.
For long-term equity investments accounted at the cost method, except cash dividends or profitsdeclared but not yet distributed which are included in the actual payments or the consideration actuallypaid for the investment, the cash dividends or profits declared by the investee shall be recognized as theinvestment income irrespective of net profits realized by the investee before investment or afterinvestment.
B.Long-term equity investments measured under the equity method
1.For the long-term equity investment which has joint control or significant influence over the investee,the equity method is adopted for accounting.
2.For long-term equity investments measured at the equity method, if the initial investment costs arehigher than the investor’s attributable share of the fair value of the investee’s identifiable net assets, noadjustment will be made to the initial costs of the long-term equity investments; if the initial investmentcosts are lower than the investor’s attributable share of the fair value of the investee’s identifiable netassets, the difference shall be recognized in current profit and loss and at the same time the adjustmentwill be made to the initial costs of the long-term equity investments.
3.After obtaining the long-term equity investments, the Company shall, according to the shares of netprofits and other comprehensive income realized by the investee that shall be enjoyed or borne by theCompany, recognize the profit and loss on the investments and adjust the book value of the long-termequity investments. When recognizing the net profits and losses and other comprehensive income of theinvestee that the Company shall enjoy or bear, the Company shall make a recognition and calculationbased on the net book profits and losses of the investee after appropriate adjustments. However, wherethe Company is unable to obtain the relevant information due to failure to reasonably determine the fairvalue of the investee’s identifiable assets, minor difference between the investee’s identifiable assetsand the book value thereof or other reasons, the profits or losses on the investments shall be directlycalculated and recognized based on the net book profits and losses of the investee. The Company shallcalculate the part distributed from cash dividends or profits declared by the investee and correspondinglyreduce the book value of the long-term equity investments.
When recognizing the income from investments in associates and joint ventures, the Company shallwrite off the part of incomes from internal unrealized transactions between the Company and associatesand joint ventures which are attributable to the Company and recognize the profit and loss oninvestments on such basis. Where the losses on internal transactions between the Company and theinvestee fall into the scope of losses on assets impairment, full amounts of such losses shall berecognized. Profit and loss from internal unrealized transactions between the Company’s subsidiariesincluded into the combination scope and associates and joint ventures shall be written off according tothe above principles and the profit and loss on investments thereafter shall be recognized on such basis.
When the share of net loss of the investee attributable to the Company is recognized, it is treated in thefollowing sequence: Firstly, write off the book value of the long-term equity investments; where the bookvalue of the long-term equity investments is insufficient to cover the loss, investment losses arerecognized to the extent that book value of long-term equity which form net investment in the investee inother substances and the book value of long-term receivables shall be written off; after all the abovetreatments, if the Company still assumes additional obligation according to investment contracts oragreements, the obligation expected to be assumed should be recognized as provision and included intothe investment loss in the current period. If the investee is profitable in subsequent accounting periods,the Company shall treat the loss in reverse order against that described above after deductingunrecognized share of loss: i.e. write down the book value of the recognized provision, then restore thebook value of long-term interests which substantially form net investments in the investee, then restorethe book value of long-term investments, and recognize investment income at the same time.
5.14.3. Basis for judgment of common control or significant influence over theinvestee
A.Basis for judgment of common control over investee
Common control is the contractually agreed sharing of control of an arrangement, which exists onlywhen decisions about the relevant activities require the unanimous consent of the parties sharing control.
Relevant activities of an arrangement usually include selling and purchasing of goods or services,managing financial assets, acquiring or disposing of assets, researching and developing activities andfinancing activities. A joint venture is a joint arrangement whereby the joint ventures have rights to thenet assets of the arrangement. The parties have rights to the assets, and obligations for the liabilities,relating to the arrangement, which is a joint operation, but not a joint venture.
B.Basis for judgment of significant influence over investee
The term ‘significant influence’ refers to the power to participate in decision-making on the financial andoperating policies of the investee, but with no control or joint control over the formulation of these policies.
Where the Company is able to exert significant influence over the investee, the investee is its associate.
5.15. Fixed assets
5.15.1. Recognition of fixed assets
Fixed assets refer to tangible assets held for the purpose of producing commodities, providing services,renting or business management with useful life exceeding one accounting year. Fixed assets arerecognized when the following criteria are satisfied simultaneously:
A.It is probable that the economic benefits relating to the fixed assets will flow into the Company;
B.The cost of the fixed assets can be measured reliably.
5.15.2. Depreciation of fixed assets
| Category | Estimated Useful Life (Yr) | Estimated Residual Value Rate (%) | Annual Depreciation Rate (%) | Estimated Useful Life (Yr) |
| Buildings& Constructions | Straight-line method | 20~25 | 5 | 3.80~4.75 |
| Machinery Equipments | Straight-line method | 10 | 5 | 9.50 |
| Transportation Equipments | Straight-line method | 10 | 5 | 9.50 |
| Other Equipments | Straight-line method | 8 | 5 | 11.88 |
A.Except for the fixed assets that have been fully depreciated but are still in use and the land, theCompany makes provisions for depreciation of all fixed assets.
B.Depreciation of fixed assets of the Company is provided for on a straight-line basis from the monthimmediately following the month when they reach the working condition for their intended use. Thedepreciation amount and depreciation rate shall be calculated and recognized according to the category,estimated useful lives and estimated net residual value rate of fixed assets and respectively included intothe costs of the relevant assets or the current profit and loss by purpose.
C.When making provision for impairment on fixed assets, the Company shall recalculate thedepreciation rate and depreciation amount according to the book value, the estimated net residual valuerate and useful lives of the fixed assets.
D.On the balance sheet date, the Company reviews the estimated useful life, estimated net residualvalue rate and depreciation method of the fixed assets. If there is any change, they shall be treated aschanges in accounting estimate.
E.Decoration expense of fixed assets that meet the condition of capitalization shall be depreciatedseparately by adopting straight-line method within the short period between twice decoration and usefullife of the fixed assets.
5.15.3. Recognition standard, valuation method and depreciation method for fixedassets acquired under financing lease
A.At the inception of the lease, the Company recognizes the leased fixed assets meeting the standardsfor financial leases as fixed assets acquired under financing leases.
B.At the inception of the lease, the Company shall state the assets acquired under financing lease at thelower of the fair value of the leased assets or the present value of the minimum lease payments, as wellas the initial and direct expenses occurred, recognize a long-term payable at the amount of the minimumlease payments, and shall charge the difference of the lower of the fair value of the leased assets or thepresent value of the minimum lease payments and the minimum lease payments to unrecognizedfinance expenses. Unrecognized finance expenses shall be amortized at the effective interest ratemethod in each period during the lease term.
C.Adapt the same depreciation method as the one used on other fixed assets owned by the company. Ifthere is reasonable assurance that the Company will obtain the ownership of the leased assets when thelease term expires, the leased assets should be depreciated over its useful life; if there is no reasonableassurance that the Company will obtain the ownership of the leased assets when the lease term expires,the leased assets should be depreciated over the shorter of the lease term or the useful life of the leasedassets.
5.16. Construction in Progress
Whether the Company needs to comply with the disclosure requirement of special industry.
No
5.16.1. Categories of Constructions in Progress
Constructions in progress are accounted on individual project basis.
5.16.2. Criteria and Commencement of Conversion of Constructions in Progress intoFixed Assets
The book entry values of the fixed assets are stated at total expenditures incurred before construction inprogress reaches the working condition for their intended use. For self-operating projects, totalexpenditures are measured according to the expenditures of direct materials, direct labor, directmeasurement mechanical construction costs and other expenditures; for contracting projects, totalexpenditures are measured according to project costs payable and other expenditures. Borrowing costsincurred before the projects that are undertaking with borrowing costs reach working condition for theirintended use and meeting the condition for capitalization shall be capitalized and included into the costsof construction in progress.
For construction in progress that has reached working condition for intended use but for which thecompletion of settlement has not been handled, it shall be transferred into fixed assets at the estimatedvalue according to the project budget, construction price or actual cost, etc. from the date when itreaches the working condition for intended use and the fixed assets shall be depreciated in accordancewith the Company’s policy on fixed asset depreciation; adjustment shall be made to the estimated valuebased on the actual cost after the completion of settlement is handled, but depreciation already providedwill not be adjusted.
5.17. Borrowing costs
5.17.1. Scope of borrowing costs
The Company’s borrowing costs include interest thereon, amortization of discounts or premiums,ancillary expenses and exchange differences incurred from foreign currency loan, etc.
5.17.2. Recognition principles of capitalization of borrowing costs
The borrowing costs incurred to the Company and directly attributable to the acquisition and constructionor production of assets eligible for capitalization should be capitalized and recorded into relevant assetcosts; other borrowing costs should be recognized as costs according to the amount incurred and beincluded into the current profit and loss.
Assets eligible for capitalization include fixed assets, investment properties, inventories and other assetswhich may reach the working condition for their intended use or sale by acquisition and construction orproduction activities for quite long time.
5.17.3. Recognition of capitalization period of borrowing costs
A.Recognition of commencement of capitalization of borrowing costs
Borrowing costs may be capitalized when asset disbursements have already been incurred, borrowingcosts have already been incurred and the acquisition and construction or production activities which arenecessary to prepare the assets for their intended use or sale have already been started. Among which,asset disbursements include those incurred by cash payment, the transfer of non-cash assets or theundertaking of interest-bearing debts for acquiring and constructing or producing assets eligible forcapitalization.
B.Recognition of period of capitalization suspension of borrowing costs
If the acquisition and construction or production activities of assets eligible for capitalization areinterrupted abnormally and this condition lasts for more than three months, the capitalization ofborrowing costs should be suspended. The borrowing costs incurred during interruption are charged toprofit or loss for the current period, and the capitalization of borrowing costs continues when theacquisition and construction or production activities of the asset resume. If the interruption is necessaryfor the acquisition and construction or production to prepare the assets for their intended use or sale, thecapitalization of borrowing costs should continue.
C.Recognition of period of capitalization cessation of borrowing costs
Capitalization of borrowing costs should cease when the acquired and constructed or produced assetseligible for capitalization have reached the working condition for their intended use or sale. Borrowingcosts incurred after the assets eligible for capitalization have reached the working condition for theirintended use or sale should be recognized as the current profit and loss when they incur.
If all parts of the acquired and constructed or produced assets are completed, each part may be used orsold externally in the process of continuous construction of other parts and the necessary acquisition orproduction activities have been substantially completed to make the part of assets reach the workingcondition for their intended use or sale, the capitalization of borrowing costs related to the part of assetsshould be ceased; if all parts of the acquired and constructed or produced assets are completed but theassets cannot be used or sold externally until overall completion, the capitalization of borrowing costsshould cease at the time of overall completion of the said assets.
5.17.4. Recognition of capitalized amounts of borrowing costs
A.Recognition of capitalized amounts of interest on borrowing costs
During the period of capitalization, capitalized amount of the interest of each accounting period(including amortization of discounts or premiums) shall be recognized according to the followingprovisions:
1.As for special loan borrowed for acquiring and constructing or producing assets eligible forcapitalization, borrowing costs of special loan actually incurred in the current period less the interestincome of the loans unused and deposited in bank or return on temporary investment should berecognized as the capitalization amount of borrowing costs.
2.As for general loans used for acquiring and constructing or producing assets eligible for capitalization,the interest of general loans to be capitalized should be calculated by multiplying the weighted averageof asset disbursements of the part of accumulated asset disbursements in excess of special loans by thecapitalization rate of used general loans. The capitalization rate is calculated by weighted averageinterest rate of general loans.
3.Where there are discounts or premiums on loans, the amounts of interest for each accounting periodshould be adjusted taking account of amortizable discount or premium amounts for the period byeffective interest method.
4.During the period of capitalization, the capitalized amount of interest of each accounting period shallnot exceed the current actual interest of the relevant loans.
B.Recognition of capitalized amounts of auxiliary expenses of loans
1.Auxiliary expenses incurred from special loans before the acquired or constructed assets eligible forcapitalization reach the working condition for their intended use or sale should be capitalized when theyincur and charged to the costs of assets eligible for capitalization; those incurred after the acquired orconstructed assets eligible for capitalization reach the working condition for their intended use or saleshould be recognized as costs according to the amounts incurred when they incur and charged to thecurrent profit or loss.
2.Auxiliary expenses incurred from general loans shall be recognized as costs according to the amountsincurred when they occur and included in the current profit and loss.
C.Recognition of capitalized amount of exchange differences
During the period of capitalization, exchange differences incurred from the principal and interest ofspecial foreign currency loans should be capitalized and included in the costs of the assets eligible forcapitalization.
5.18. Intangible Assets
5.18.1. Measurement, Useful Life and Impairment Test
A.Initial measurement of intangible assets
Initial measurement of outsourcing intangible assets
Costs of outsourcing intangible assets shall be recognized according to the purchase price, related taxesand other expenses directly attributed to reaching the working condition for their intended use. The costof intangible assets shall be recognized based on present value of purchase price when deferredpayment over normal credit conditions with financial nature. The difference between actual payment andpurchase price, expect for capitalized amount, shall be included into the current profit and loss in theperiod of credit.
Initial measurement of internally researched and developed intangible assets
Costs of internally researched and developed intangible assets shall be recognized according to the totalexpenses during the period after the assets are eligible for capitalization and before they reach theintended purpose and the expenses that have been included in the previous periods shall no longer beadjusted.
Expenses on the research phase of internally researched and developed intangible assets shall beincluded in the current profit and loss when they incur; those on the development phase ineligible forcapitalization shall be included in the current profit and loss; those eligible for capitalization shall berecognized as intangible assets. If it is unable to distinguish expenditure on the research phase andexpenditure on development phase, the research and development expenditures shall be all included inthe current profit and loss.
B.Subsequent measurement of intangible assets
The useful lives of intangible assets are analyzed on acquisition. Intangible assets obtained by theCompany are divided into intangible assets with limited useful lives and intangible assets with indefiniteuseful lives.
1.Subsequent measurement of intangible assets with limited useful lives
The intangible assets with limited useful lives are amortized on a straight-line basis when they reachintended use over their useful lives with no residual value reserved. Amortizations of intangible assetsare usually recorded into the current profit and loss; where the economic benefits of an intangible assetare realized by the products or other assets produced thereafter, the amortizations are recorded into thecosts of the relevant assets.
Category, estimated useful life, estimated net residual value rate and annual amortization rate ofintangible assets are shown below:
| Category of intangible assets | Estimated useful life (years) | Estimated net residual value rate (%) | Annual amortization rate (%) |
| Land use right | 50 | 0 | 2.00 |
| Trademark | 7-10 | 0 | 14.29-10.00 |
| Computer software | 10 | 0 | 10.00 |
The useful lives and amortization methods of intangible assets with limited useful lives on the balancesheet date shall be reviewed.
2.Subsequent measurement of intangible assets with indefinite useful lives
Intangible assets with indefinite useful lives are not amortized in the holding period, but impairment testsare performed at the end of each year.
3.Estimates of useful lives of intangible assets
a) For intangible assets from any contractual right or other statutory rights, their useful lives shall berecognized according to the period no more than that of the contractual or other statutory rights; whenthe contractual right or other statutory rights contract is extended due to renewal of contracts and there isevidence that the renewal of the Company does not need large costs, the renewal period shall beincluded into the useful lives.
b)Where the contract or the law fails to specify the useful lives, the Company integrates situations in allaspects and determine the period of intangible assets that can bring economic benefits for the Companyby hiring the relevant experts to demonstrate or comparing with the situation of the industry as well asreferring to the Company’s historical experience or otherwise.
c)If it is still unable to reasonably determine that intangible assets may bring economic benefits for theCompany according to the above methods, the intangible assets are taken as intangible assets withindefinite useful lives.
5.18.2. Accounting policies of internal research and development expenditure
According to the actual situation of the research and development, the Company classifies the researchand development project into that on the research phase and that on the development phase.
a)Research stage
Research stage is the stage when creative and planned investigations and research activities areconducted to acquire and understand new scientific or technological knowledge.
b)Development stage
Development stage is the stage when the research achievements or other knowledge are applied to aplan or design, prior to the commercial production or use, so as to produce any new or substantiallyimproved material, device or product.
Expenditure of an internal research and development project on the research phase shall be included incurrent profit and loss when it occurs.
Specific criteria for qualifying expenditure on the development phase for capitalization
Expenditure on the development phase of an internal research and development project shall berecognized as intangible assets only when the following conditions are simultaneously satisfied:
a)It is technically feasible to finish intangible assets for use or sale;
b)It is intended to finish and use or sell the intangible assets;
c)The usefulness of intangible assets to generate economic benefits shall be proved, including beingable to prove that there is a potential market for the products manufactured by applying the intangibleassets or there is a potential market for the intangible assets themselves or the intangible assets will beused internally;
d)It is able to finish the development of the intangible assets, and able to use or sell the intangible assets,with the support of sufficient technologies, financial resources and other resources;
e)The expenditure attributable to the intangible asset during its development phase can be measuredreliably.
5.19. Impairment of long-term assets
For the long-term equity investments, investment properties measured at cost model,fixed assets,construction in progress and intangible assets with limited useful lives,if there are signs of impairment,an impairment test will be conducted on the balance sheet date. If the result of impairment test indicatesthat recoverable amount of the asset is lower than its book value, the difference should be recognized asa provision for impairment and recognized in impairment losses. The recoverable amount of the asset isthe higher of the net amount of its fair value less disposal expenses and the present value of itsestimated future cash flows. The provision for impairment shall be calculated and recognized based onindividual assets. If it is difficult to estimate the recoverable amount of the individual asset, the Companywill estimate the recoverable amount of the asset group that the individual asset belongs to.
Asset group is the smallest asset portfolio that is able to generate independent cash flow.
The Company should conduct an impairment test on goodwill and intangible assets with indefinite usefullives at least at the end of each year whether there is an indication of impairment.
When the Company conducts an impairment test on assets, the book value of goodwill formed bybusiness combination shall be apportioned to related asset groups by reasonable method from the dateof purchase. If it is difficult to be apportioned to relevant asset groups, it shall be apportioned to relevantportfolio of asset groups. When apportioning the book value of goodwill to relevant asset groups orportfolio of asset groups, it shall be apportioned on the basis of the proportion of the fair value of eachasset group or portfolio of asset groups to the total fair value of the relevant asset groups or portfolio ofasset groups. If the fair value is difficult to be measured reliably, it shall be apportioned on the basis ofthe proportion of the book value of each asset group or portfolio of asset groups to the total book value ofthe relevant asset groups or portfolios of asset groups. When conducting an impairment test on therelevant asset groups or portfolio of asset groups containing goodwill, if there is an an indication ofimpairment of asset groups or portfolio of asset groups related to the goodwill, the Company shall firstconduct an impairment test on the asset groups or portfolio of asset groups, calculate the recoverableamount, compare it with the relevant book value and recognize the corresponding impairment loss. Thenthe Company shall conduct an impairment on the asset groups or portfolio of asset groups containinggoodwill, and compare the book value of these relevant asset groups or portfolio of assetgroups(including apportioned part of the book value of goodwill) with the recoverable amount. If therecoverable amount of relevant asset groups or portfolio of asset groups is lower than its book value, theimpairment loss of the goodwill shall be recognized.
Once the above impairment losses are recognized, it is not allowed to be reversed in subsequent period.
5.20. Long-term deferred expenses
5.20.1. Scope of long-term deferred expenses
Long-term deferred expenses refer to various expenses which have been already incurred but will beborn in this period and in the future with an amortization period of over 1 year (exclusive).
5.20.2. Initial measurement of long-term deferred expenses
Long-term deferred expenses shall be initially measured according to the actual costs incurred.
5.20.3. Amortization of long-term deferred expenses
Long-term deferred expenses are amortized using the straight-line method over the beneficial period.
5.21. Employee benefits
5.21.1. Accounting Treatment of Short-term Benefits
Short-term benefits are the benefits that the Company expect to pay in full within 12 months after thereporting period in which the employee provided relevant services, excluding the compensation foremployment termination.
Short-term benefits include: wage, bonus, allowance and subsidy; employee welfare, social securitiesincluding health insurance and work injury insurance; housing common reserve fund; union expenditureand employee training expenditure; short-term paid leave; short-term profit-sharing; non-monetarywelfare and other short-term benefits.
Actual short term benefits will be recognized as liability during the accounting period in which theemployee is providing the relevant service to the Company. The liability will be included in the currentprofits and losses or the cost relevant assets.
5.21.2. Accounting Treatment of Post-employment Benefits
The defined contribution plan of the Company include payments of basic pension, unemploymentinsurance, annuity, etc. that accord to relevant provisions. The amount which the Company deposit onbalance sheet date in exchange for the service of the employee during the accounting period will berecognized as employee benefits liability and shall be included into the profit or loss for the currentperiod.
5.21.3. Accounting Treatment of Termination benefits
Termination benefits are the benefits the Company provide to the employee when the Companyterminates the employment before labor contract expires or encourages voluntary resignation. Employeebenefits liabilities shall be recognized and included into profit or loss for the current period on the earlierdate of the two following circumstances:
A.When the Company is not able to withdraw the benefits from termination of employment or resignationpersuasion unilaterally;
B.When the Company recognizes costs and fees relevant to reforming the termination benefits payment.
5.21.4. Accounting Treatment of Other long-term employee benefits
Other long-term employee benefits are all employee benefits other than short-term benefits,post-employment benefits and termination benefits. At the end of reporting period, the company willrecognize the employee benefits cost from other long-term employee benefits as the followingcomponents:
A.Service cost;
B.Net amount of interest from other long-term employee benefits net liabilities or assets;
C.Changes from recalculation of the net liabilities or assets from other long-term employee benefits.
In order to simplify related accounting procedure, the net amount of the above subjects shall be includedinto current profit or loss or the cost of relevant assets.
5.22. Provisions
A.Recognition principals of provisions.
The Company should recognize provisions. When the related obligation of contingent events includingexternal guarantee, pending litigation or arbitration, product quality assurance, onerous contract andrestructuring meets the following three conditions:
1. The obligation is a present obligation of enterprise
2. it is probable to have an outflow of economic benefits of the enterprise since implementation ofobligation.
A reliable estimate can be made of the amount of the obligation.
B. Measurement method of estimated liability
The amount of estimated liability should be the best estimate of the expenditure required to settle theliability. Where there is a range of possible amounts of expenditure required to settle the liability, the bestestimate should be determined according to the average of the lower and upper limit of the range.
Under other circumstance, the best estimate should be determined in accordance with the followingmethods:
1.Where the contingency involves a single item, the best estimate should be determined according to themost likely outcome;
2,Where the contingency involves several items, the best estimate should be determined by weightingall possible outcomes by their associated probabilities of occurrence.
5.23. Revenue
Whether the Company needs to comply with the requirement disclosure of special industryNo
Operating revenue of the Company mainly includes revenue from sales of goods, revenue fromrendering of service and revenue from transfer of asset use right, for which the recognition principles areas follows:
5.23.1. Recognition principals of revenue from sales of goods
Revenue from sales of goods is recognized when the Company has transferred significant risks andrewards of ownership of the goods to the purchaser; the Company retains neither continuing managerialinvolvement usually related to the ownership nor effective control over the sold goods; revenues can bemeasured reliably; the relevant economic benefits are highly likely to flow into the Company; and therelevant costs incurred or to be incurred can be measured reliably.
The Company’s specific condition of revenue recognition is that revenue is recognized after customeracceptance based on receiving payment or obtaining the rights of claiming payment for goodsaccording to signed sales contracts or agreements.
The Company offers a certain percentage discount to dealers according to marketing policies and salesstatus of dealers of liquor products. The settlement with dealers is made regularly or irregularly. Thesales revenue is recognized based on (net) invoice amount after discount when the discount is includedto invoice. According to accrual basis principle , the discount incurred but not yet settled shall berecognized in sales revenue and included to other payables.
5.23.2. Recognition principals of revenue from rendering of service
Recognition principals of revenue from rendering of service under the circumstance that the outcome ofservice transactions can be estimated reliably
The Company recognizes revenue from rendering of service using the percentage-of-completion methodon the balance sheet date when the outcome of service transactions can be estimated reliably.
When the amount of revenues can be measured reliably, related economic interests are likely to flow intothe company, schedule of completion of the transitions can be measured reliably and the cost oftransactions incurred or to be incurred can be measured reliably, the outcome of service transactionscan be estimated reliably.
Recognition principals of revenue from rendering of service under the circumstance that the outcome ofservice transactions cannot be estimated reliably
If the outcome of rendering of services on the balance sheet date cannot be measured reliably, therevenues from rendering of services shall be recognized according to the following three conditions:
A.If the labor costs that have already incurred can be fully compensated, the revenues from rendering ofservices are recognized at the amounts recovered or expected to be recovered and the labor costs thathave already incurred shall be carried forward;
B.If the labor costs that have already incurred can be partially compensated, the revenues fromrendering of services are recognized at the recoverable amounts of compensated labor costs and thelabor costs that have already incurred shall be carried forward;
C.If it is expected that all the labor costs that have already incurred cannot be compensated, the laborcosts that have already incurred are included into the current profit and loss (costs of primary business)and the revenues from rendering of services are not recognized.
5.23.3. Recognition principals of revenue from transfer of asset use right
When economic benefits related to transactions are highly likely to flow into the Company and theamount of revenue can be reliably measured, the revenue from transfer of asset use right is recognized.
5.24. Government grants
5.24.1. Judgement basis and accounting treatment method of government grantsrelated to assets
Government grants related to assets refer to the government grants obtained by enterprises for thepurchase and construction of long-term assets or other ways to form the long-term assets.
The government grants related to assets shall be recognized to write down the book value of relatedassets or as deferred income at the actual entry amount on acquisition. The latter shall be allocatedevenly over the useful lives of the relevant assets, and included in the current profit or loss. Governmentgrants measured at the nominal amount shall be directly included in current profit and loss.
5.24.2. Judgement basis and accounting treatment method of government grantsrelated to income
Government grants related to income refer to the government grants beyond the scope of governmentgrants related to assets.
Government grants related to income shall be separately handled according to the followingcircumstances:
A. If government grants related to income are used to compensate the Company’s relevant expenses orlosses in future periods, such government grants should be recognized as deferred income onacquisition and be included into the current profit and loss or to write down related expenses during theperiod of recognition of the relevant expenses.
B.
B..If government grants related to income are used to compensate the Company’s relevant expenses orlosses incurred, such government grants are directly included into the current profit and loss or to writedown related expenses on acquisition.
5.25. Deferred tax assets and deferred tax liabilities
The Company adopts the balance sheet liability method to account for income tax.
5.25.1. Recognition of deferred tax assets or deferred tax liabilities
A.The Company recognizes its tax base on acquisition of assets and liabilities. On the balance sheetdate, the Company analyzes and compares the book value of the assets and liabilities and the tax base.
If there are temporary differences in book value of the assets and liabilities and the tax base, under thecircumstance that the temporary differences incur in the current period and meet the recognition criteria,the Company shall respectively recognize taxable temporary differences or deductible temporarydifferences as deferred tax liability or deferred tax assets.
B.Recognition basis of deferred tax assets
1.Deferred tax assets incurred from deductible temporary differences are recognized to the extent thatthey shall not exceed the taxable income probably obtained in future periods to be against the deductibletemporary difference. In determining the taxable income probably obtained in future periods, includingthe taxable income from normal production and operation activities in future periods and the increase oftaxable income due to the reversal of taxable temporary differences during the period of reversal ofdeductible temporary differences.
2.For deductible losses and tax credits that can be carried forward to the next years, the Company islikely to recognize the corresponding deferred tax assets to the extent that the assets shall not exceedthe taxable income in the future for deducting deductible losses and tax credits and that are probablyobtained by the Company.
3.On the balance sheet date, the Company reviews the book value of deferred tax assets. If it isprobably unable to obtain sufficient taxable income in the future period to offset the benefits of thedeferred tax assets, the Company shall write down the book value of the deferred tax assets; when it isprobable to obtain sufficient taxable income, the write-downs shall be reversed.
C.Recognition basis of deferred tax liabilities
The Company recognizes the current and previous taxable temporary differences payable but unpaid asdeferred tax liabilities. But they exclude temporary differences arising from goodwill; transactions whichare formed other than from business combinations and neither affect the accounting profits nor affecttaxable income at the time of occurrence.
5.25.2. Measurement of deferred tax assets or deferred tax liabilities
A.On the balance sheet date, the deferred tax assets and deferred tax liabilities are measured at theapplicable tax rate during the period of expected recovery of the assets or liquidation of the liabilities inaccordance with the provisions of the tax law.
B.Where the applicable tax rate changes, the Company remeasures deferred tax assets and deferredtax liabilities recognized, except for those incurred in transactions or events directly recognized in theowner’s equity, of which the effect shall be included in the income tax expenses in the current periodwhen the rate changes.
C. When the Company measures the deferred tax assets and deferred tax liabilities, the tax rate and taxbase in consistent with the expected recovery of assets or liquidation of liabilities shall be adopted.
D.Deferred tax assets and deferred tax liabilities of the Company shall not be discounted.
5.26. Lease
5.26.1. Accounting treatment method of operating lease
The rents from operating leases shall be recorded by the lessee in the relevant asset costs or profits andlosses of the current period by using the straight-line method over each period of the lease term. Theinitial direct costs incurred shall be recognized as the profits and losses of the current period. Thecontingent rents shall be recorded into the profits and losses of the current period in which they actuallyarise.
A lessor shall include the assets subject to operating leases in relevant items of its balance sheets inlight of the nature of the asset. The rents from operating leases shall be recorded in the profits andlosses of the current period by using the straight-line method over each period of the lease term. Theinitial direct costs incurred to a lessor shall be recorded into the profits and losses of the current period.
As for the fixed assets subject to operating leases, the lessor shall calculate the depreciation of it byadopting depreciation policy for similar assets. As for other leased assets, systematic and reasonablemethods shall be adopted for its amortization. The contingent rents shall be recorded in the profits andlosses of the period in which they actually arise.
5.26.2. Accounting treatment method of financing lease
On the lease beginning date, a lessee shall record the lower one of the fair value of the leased asset andthe present value of the minimum lease payments on the lease beginning date as the entering value inan account, recognize the amount of the minimum lease payments as the entering value in an account oflong-term account payable, and treat the balance between the recorded amount of the leased asset andthe long-term account payable as unrecognized financing charges. The initial direct costs such ascommissions, attorney’s fees and travelling expenses, stamp duties directly attributable to the leaseditem incurred during the process of lease negotiating and signing the leasing agreement shall berecorded in the asset value of the current period. Unrecognized financing charges are apportioned ineach period of lease term. The lessee shall adopt the effective interest rate method to calculate andrecognize the financing charge in the current period. Contingent rents shall be recognized as anexpense in the period in which they are actually incurred.
On the beginning date of the lease term, a lessor shall recognize the sum of the minimum lease receiptson the lease beginning date and the initial direct costs as the entering value in an account of thefinancing lease values receivables, and record the unguaranteed residual value at the same time. Thebalance between the sums of the minimum lease receipts, the initial direct costs and the unguaranteedresidual value, and the sum of their present values shall be recognized as unrealized financingincome.Unrealized financing income is apportioned in each period of lease term. The lessor shallcalculate the financing income at the current period by adopting the effective interest rate method.
Contingent rents shall be recorded into the profits and losses of the period in which they actually arise.
27,Changes in significant accounting policies and accounting estimates
27.1 Changes in significant accounting policies
√ Applicable □ N/A
| Content and reason of changes in accounting policies | Procedure for examination and approval | Notes |
| 1,Since 1 January 2017, the government grants related to the Company’s daily activities has | Deliberations of the third session of the sixth board of directors |
| been adjusted from “Non-operating expenses” to “Other income”. Comparative data was not adjusted. 2, Disposal gains and losses from assets originally listed in “Non-operating income” and “Non-operating expenses” were reclassified to the newly added item “Asset disposal income” in the income statement. Comparative data was adjusted. |
In 2017, the Ministry of Finance issued The Accounting Standards for Enterprises No.42- Non-currentassets held for sale, disposal group and termination of operation. It has been implemented since 28 May2017. The non-current assets, disposal group and termination of operation existing in the implementdate are treated by prospective application.
In 2017, the Ministry of Finance revised The Accounting Standards for Enterprises No. 16- GovernmentGrants. Since 12 June 2017, the government grants existing in 1 January have been treated byprospective application. The newly added government grants from 1 January 2017 to the implementationdate are adjusted according to the revised standard.
In 2017, the Ministry of Finance issued Notice of the Ministry of Finance on Revising the format ofgeneral corporate financial statements. It revises the formation of general corporate financial statements.
It is applicable for financial statements of fiscal year 2017 and subsequent periods.
The above changes in significant accounting policies were approved by the third session of the sixthboard of directors. The adjustment were made by the Company based on requirements of the abovestandards and notices. The financial report items and affected amounts as follows:
| Content and reason of changes in accounting policies | Name of affected report items | Affected amount in the current period | Affected amount in the same period last year |
| (1)Since 1 January 2017, the government grants related to the Company’s daily activities has been adjusted from “Non-operating expenses” to “Other income”. Comparative data was not adjusted. | Non-operating income | -44,745,640.94 | N/A |
| Other income | 44,745,640.94 | ||
| (2) Disposal gains and losses from assets originally listed in “Non-operating income” and “Non-operating expenses” were reclassified to the newly added item “Asset disposal income” in the income statement. Comparative data was | Non-operating income | -43,724.37 | -727,962.06 |
| non-operating expenses | -8,642,568.48 | -6,551,591.02 | |
| Asset disposal income | -8,598,844.11 | -5,823,628.96 | |
| adjusted. |
5.27.2. Changes in significant accounting estimates
□ Applicable √ N/A
6.Taxes
6.1.Major tax types and rates
| Tax Type | Taxation Basis | Tax Rate |
| Value-added tax (VAT) | Output VAT-Deductible input VAT | [Note1]17%,13%,11%,6%,19% |
| Consumption tax | Sales or composite assessable price | [Note2] |
| Utility maintenance tax | Applicable turnover tax amount | 7%,5% |
| Cororate income tax | Applicable income tax rate | 25%,16.5%,0%,27% |
Disclosure statement if there are various taxpaying bodies with different corporate income tax rates
| Company Name | Applicable Tax Rate |
| JSSJ Industry (HK) Holdings Co., Limited | 16.5% |
| ZYG E-Commerce HK Limited | 16.5% |
| YANGHE CHILE SPA | 27% |
| YangHe International Investment Ltd,ZYG LTD | 0% |
| ZYG TECHNOLOGY INVESTMENT LTD | 0% |
6.2. Other information
[Note 1] Value-added tax is calculated and levied according to the difference between output VAT anddeductible input. The applicable tax rates are 17%, 13%, 11%, 6% and 19%. According to Notice ontrial implementation of the assessment of the deduction method of VAT input tax of agricultural productsin some industries (Cai Shui [2012] No.38) issued by the Ministry of Finance and the StateAdministration of Taxation, general VAT payers with purchasing agricultural products as raw material toproduce and sell liquid milk and dairy products, alcohol and alcohol, vegetable oil are involved into thepilot scope of deduction of VAT input tax of agricultural products. Whether the purchased agriculturalproducts are used for production of above products or not, input VAT shall be deducted according toPilot implementation measures of assessment of the deduction of VAT input tax of agricultural products.
It is no longer deducted by VAT deduction certificate. The input VAT of purchased goods, taxable laborservice and taxable service excluding agricultural products is deducted according to current relatedrules.
The Company adopted input-output method to calculate permitted deductible VAT input of agriculturalproducts according to consumed amount of outsourcing agricultural products per sale based on nationaland industrial standards.The VAT rate of YANGHE CHILE SPA is 19%. JSSJ Industry (HK) Holdings
Co., Limited,ZYG E-Commerce HK Limited,ZYG LTD,YangHe International Investment Ltd,ZYGTECHNOLOGY INVESTMENT LTD do not pay VAT.
[Note 2] 1.Ad valorem taxation :Consumption tax of liquor is calculated and levied according to 20% ofsales. For taxable liquor with manufacturing consignment, it is calculated and levied according to saleprice of trustees’ congeneric liquor. If there is no sale price of congeneric liquor, it is calculated andlevied according to composite assessable price. Consumption tax of wine is calculated and leviedaccording to 10% of sales
According to Notice on further Strengthening the Collection and Management of Liquor ConsumptionTax (Guoshuihan [2017] No. 144) issued by the State Administration of Taxation(SAT) issued, if a liquormanufacturing enterprise sets up muti-level sales units selling liquor, the SAT should verify the lowestassessable price of the manufacturing enterprise based on external sales price of final sales unit. Since1 May 2017, the lowest assessable price of liquor consumption tax has been adjusted to 60% uniformlyfrom 50% to 70%. The tax payment of the Company’s liquor consumption tax has been changed fromwithholding and remitting tax by trustee from direct payment by the liquor manufacturing enterprise since1 September 2017. The accounting method of consumption tax was changed from manufacturingconsignment reckoned in cost of liquor production to self-production and self-sale reckoned inconsumption taxes and surcharges. The tax price of liquor consumption tax with ad valorem taxation hasbee changed from composite assessable price to the lowest assessable price of the manufacturingenterprise based on external sales price of final sales unit since 1 May 2017.
2.Volume-based taxation:Consumption tax of liquor is calculated and levied according to RMB 0.50 perkg
7.Notes to the consolidated financial statements
7.1. Cash at bank and on hand
| Item | Ending Balance | Beginning Balance |
| Cash | 4,883.33 | 9,416.09 |
| Bank deposit | 1,726,983,843.15 | 2,454,194,648.21 |
| Other cash and cash equivalents | 24,464,149.70 | 2,423,294.67 |
| Total | 1,751,452,876.18 | 2,456,627,358.97 |
| Including: Total overseas deosits | 343,070,375.12 | 16,859,599.01 |
7.2. Notes receivable
7.2.1. Classification of notes receivable
| Item | Ending balance | Beginning balance |
| Bank acceptances | 212,812,236.57 | 151,616,983.85 |
| Total | 212,812,236.57 | 151,616,983.85 |
7.2.2 Notes receivable that have been endorsed to other parties by the Company buthave not expired at the end of year
| Item | Recognition stopped at ending | Recognition continue at ending |
| Bank acceptance bill | 40,889,186.00 | |
| Total | 40,889,186.00 |
7.3. Accounts receivable
7.3.1 An analysis of accounts receivable by categories
| Type | Ending balance | Beginning balance | ||||||||
| Book balance | Provision for bad debt | Book value | Book balance | Provision for bad debt | Book value | |||||
| Amount | Proporti on (%) | Amount | Proporti on (%) | Amoun t | Proporti on (%) | Amount | Proportion (%) | |||
| Accounts receivable tested for impairment on a portfolio basis | 10,833,5 55.19 | 100.00 % | 2,348,17 2.36 | 21.67% | 8,485,38 2.83 | 13,526 ,425.0 0 | 100.00 % | 2,702,23 8.10 | 19.98% | 10,824,18 6.90 |
| Total | 10,833,5 55.19 | 100.00 % | 2,348,17 2.36 | 21.67% | 8,485,38 2.83 | 13,526 ,425.0 0 | 100.00 % | 2,702,23 8.10 | 19.98% | 10,824,18 6.90 |
With amounts that are individually significant and that the related provision for bad debts is provided onthe individual basis:
□ Applicable √ N/A
Accounts receivable that the related provision for bad debts is provided on grouping basis using theageing analysis method:
√ Applicable □ N/A
| Aging | Ending balance | ||
| Accounts receivable | Provision for bad debt | Proportion | |
| Within 1 year | 5,149,816.55 | 257,490.82 | 5.00% |
| 1-2 years | 3,621,893.85 | 362,189.39 | 10.00% |
| 2-3 years | 12,493.33 | 3,748.00 | 30.00% |
| 3-4 years | 634,408.63 | 317,204.32 | 50.00% |
| 4-5years | 37,015.00 | 29,612.00 | 80.00% |
| Over 5 years | 1,377,927.83 | 1,377,927.83 | 100.00% |
| Total | 10,833,555.19 | 2,348,172.36 | 21.67% |
Explanation of the determination of the portfolio basis:
Accounts receivable that the related provision for bad debts is based on the proportion of endingbalance:
□ Applicable √ N/A
Accounts receivable that the related provision for bad debts is based on other methods:
□ Applicable √ N/A
7.3.2. Provision and recovery for bad and doubtful debt in the current period
Provision for bad debt in current period is 0.00 yuan;Provision and recovery for bad is 354,065.74 yuan.
Items of recovery that are important in this term are as follows:
| Company Name | Recovery amount | Method |
| None |
7.3.3. Top five entities with the largest balances of the account receivables
| Company name | Ending Balance | Proportion in the total (%) | Provision Amount |
| First | 2,007,251.49 | 18.53 | 100,362.57 |
| Second | 600,000.00 | 5.54 | 300,000.00 |
| Third | 454,356.93 | 4.19 | 454,356.93 |
| Fourth | 319,041.73 | 2.95 | 15,952.09 |
| Fifth | 292,730.90 | 2.70 | 14,636.55 |
| Total | 3,673,381.05 | 33.91 | 885,308.14 |
7.4 Prepayment
7.4.1 Aging analysis
| Aging | Ending balance | Beginning balance | ||
| Amount | Proportion (%) | Amount | Proportion (%) | |
| Within 1 year | 85,033,318.92 | 98.12% | 66,079,124.96 | 95.32% |
| 1-2 years | 341,247.89 | 0.40% | 1,676,635.79 | 2.42% |
| 2-3 years | 1,197,641.47 | 1.38% | ||
| Over 3 years | 89,600.00 | 0.10% | 1,564,172.47 | 2.26% |
| Total | 86,661,808.28 | -- | 69,319,933.22 | -- |
Explanation of prepayment with age longer than 1 year:
There is no prepayment with age longer than 1 year.
7.4.2. Top five entities with the largest balances of prepayments
| Company name | Ending balance | Proportion in the total (%) |
| First | 71,240,000.00 | 82.20 |
| Second | 2,410,000.00 | 2.78 |
| Third | 1,950,148.44 | 2.25 |
| Fourth | 1,850,000.00 | 2.14 |
| Fifth | 1,500,000.00 | 1.73 |
| Total | 78,950,148.44 | 91.10 |
7.5. Other receivables
7.5.1. Other receivables disclosed by categories
| Category | Ending Balance | Beginning Balance | ||||||||
| Book Balance | Provision for bad debt | Book Value | Book Balance | Provision for bad debt | Book Value | |||||
| Amount | Proporti on (%) | Amount | Proporti on (%) | Amoun t | Proporti on (%) | Amount | Proportion (%) | |||
| Other receivables with significant single amount and tested for impairment individually | 80,747,0 48.93 | 67.33% | 47,839,9 24.27 | 59.25% | 32,907,1 24.66 | 138,10 6,189. 20 | 81.31% | 48,139,9 24.27 | 34.86% | 89,966,26 4.93 |
| Portfolio under the aging analysis method | 39,188,9 22.37 | 32.67% | 15,011,4 45.20 | 38.31% | 24,177,4 77.17 | 31,751 ,310.2 5 | 18.69% | 11,181,9 16.68 | 35.22% | 20,569,39 3.57 |
| Total | 119,935, 971.30 | 100.00 % | 62,851,3 69.47 | 100.00 % | 57,084,6 01.83 | 169,85 7,499. 45 | 100.00 % | 59,321,8 40.95 | 100.00% | 110,535,6 58.50 |
Other receivables with significant single amount and tested for impairment individually
√ Applicable □ N/A
| Company Name | Ending Balance | |||
| Book Balance | Provision balance for bad debt | Proportion of Provision (%) | Reason | |
| Industrial Commercial Bank of China Ltd. Zhengzhou Jiefang road branch. | 42,907,124.66 | 10,000,000.00 | 23.31% | Tort liability |
| Industrial Commercial Bank of China Ltd. Kaifeng Haode branch | 22,839,924.27 | 22,839,924.27 | 100.00% | Tort liability |
| Bankruptcy administrator ofJiangsu Juntai Properties Co.,Ltd., Suqian Guotai Department Store Co.,Ltd. | 15,000,000.00 | 15,000,000.00 | 100.00% | Estimated uncollectible |
| Total | 80,747,048.93 | 47,839,924.27 | -- | -- |
Analysis of provision under the aging analysis method:
√ Applicable □ N/A
| Aging | Ending Balance | ||
| Other receivables | Provision for bad debt | Proportion of Provision | |
| Within 1 year | 14,638,635.49 | 731,931.78 | 5.00% |
| 1-2 years | 2,497,442.07 | 249,744.21 | 10.00% |
| 2-3 years | 7,213,051.26 | 2,163,915.38 | 30.00% |
| 3-4 years | 5,313,489.29 | 2,656,744.65 | 50.00% |
| 4-5 years | 1,585,975.38 | 1,268,780.30 | 80.00% |
| Over 5 years | 7,940,328.88 | 7,940,328.88 | 100.00% |
| Total | 39,188,922.37 | 15,011,445.20 | 38.31% |
Explanation of the determination of the portfolio basis:
Other receivables that the related provision for bad debts is based on the proportion of ending balance:
□ Applicable √ N/A
Other receivables that the related provision for bad debts is based on other methods:
□ Applicable √ N/A
7.5.2. Provision and recovery for bad and doubtful debt in the current periodProvision for bad debt in current period is 2,805,205.95 Yuan; Provision and recovery for bad is300,000.00 Yuan.
Items of recovery that are important in this term are as follows:
| Company Name | Recovery amount | Method |
| No |
7.5.3. Other actual receivable write-off in this period
| Item | Amount of write off |
| Amount of other receivables that are actually written off | 262,956.32 |
The important write off of accounts receivable are as follows:
| Company Name | Category | Amount of write off | Reasons for Write off | Write off procedure | Whether the amount of money generated by the related party transactions |
| None |
7.5.4. Analysis of other receivables by category
| Category | Ending Book Balance | Beginning Book Balance |
| Cash reserve | 65,747,048.93 | 123,106,189.20 |
| Security deposit | 23,738,248.46 | 21,428,842.17 |
| Cooperation payment | 3,910,000.00 | 3,910,000.00 |
| Business loans, Petty cash and other. | 26,540,673.91 | 21,412,468.08 |
| Total | 119,935,971.30 | 169,857,499.45 |
7.5.5. Top five entities with the largest balances of the other receivables
| Company Name | Category | Ending Balance | Aging | Proportion in total receivables (%) | Provisioning amount at period end |
| Industrial Commercial Bank of China Ltd. Zhengzhou Jiefang road branch. | Saving Deposits | 42,907,124.66 | 3-4 years | 35.78% | 10,000,000.00 |
| Industrial Commercial Bank of China Ltd. Kaifeng Haode branch | Saving Deposits | 22,839,924.27 | 3-4 years | 19.04% | 22,839,924.27 |
| Bankruptcy administrator of Jiangsu Juntai Properties Co.,Ltd., Suqian Guotai Department Store Co.,Ltd. | Security deposit | 15,000,000.00 | Over 5 years | 12.51% | 15,000,000.00 |
| Ningxiang Financial Administration Bureau | Security deposit | 4,487,500.00 | 2-3 years | 3.74% | 1,346,250.00 |
| Nanjing Peilong sports culture Co., Ltd. | Cooperation payment | 3,910,000.00 | Over 5 years | 3.26% | 3,910,000.00 |
| Total | -- | 89,144,548.93 | -- | 74.33% | 53,096,174.27 |
7.6. Inventories
Does the company need to comply with the disclosure requirements of real estate industry.
No
7.6.1. Categories of Inventory
| Category | Ending Balance | Beginning Balance | ||||
| Book Balance | Provision for depreciation | Book Value | Book Balance | Provision for depreciation | Book Value | |
| Raw material | 375,309,467.17 | 10,371,479.92 | 364,937,987.25 | 280,670,400.11 | 11,916,333.34 | 268,754,066.77 |
| Work in progress | 523,779,562.33 | 523,779,562.33 | 449,206,347.58 | 449,206,347.58 | ||
| Finished goods | 1,512,612,958.8 | 720,789.05 | 1,511,892,169.8 | 1,690,891,419.2 | 1,690,891,419.2 | |
| 6 | 1 | 7 | 7 | |||
| Revolving material | 7,316,606.29 | 2,270,576.29 | 5,046,030.00 | |||
| Semi-manufactu red goods | 10,455,847,684. 72 | 10,455,847,684. 72 | 9,812,663,471.7 5 | 9,812,663,471.7 5 | ||
| Total | 12,874,866,279. 37 | 13,362,845.26 | 12,861,503,434. 11 | 12,233,431,638. 71 | 11,916,333.34 | 12,221,515,305. 37 |
Does the company need to comply with the disclosure requirements of “Shenzhen Stock Exchangedisclosure guide No. 4 - listed companies engaged in seed or planting business?”No
7.6.2. Provision for decline in value of inventories
| Category | Beginning Book Balance | Increases in current period | Decreases in current period | Ending Book Balance | ||
| Amount | Other | Recovery or Write off | Other | |||
| Raw material | 11,916,333.34 | 1,239,211.93 | 2,784,065.35 | 10,371,479.92 | ||
| Finished goods | 720,789.05 | 720,789.05 | ||||
| Revolving material | 2,270,576.29 | 2,270,576.29 | ||||
| Total | 11,916,333.34 | 4,230,577.27 | 2,784,065.35 | 13,362,845.26 | ||
7.7. Current portion of non-current assets
| Item | Ending Balance | Beginning Balance |
| Trust financial products | 552,200,000.00 | 238,900,000.00 |
| Total | 552,200,000.00 | 238,900,000.00 |
7.8. Other current assets
| Item | Ending Balance | Beginning Balance |
| Short-term financial products | 12,823,346,324.01 | 9,874,140,247.83 |
| Reclassification of the negative number of taxes and fees | 173,029,056.40 | 191,094,806.01 |
| Total | 12,996,375,380.41 | 10,065,235,053.84 |
7.9. Available-for-sale financial assets
7.9.1. Available-for-sale financial assets
| Item | Ending Balance | Beginning Balance | ||||
| Book Balance | Provision for impairment | Book Value | Book Balance | Provision for impairment | Book Value | |
| Available-for-sale equity instruments | 1,936,227,14 2.76 | 948,000.00 | 1,935,279,14 2.76 | 1,459,017,647 .18 | 948,000.00 | 1,458,069,647.1 8 |
| Measured by cost. | 1,936,227,14 | 948,000.00 | 1,935,279,14 | 1,459,017,647 | 948,000.00 | 1,458,069,647.1 |
| 2.76 | 2.76 | .18 | 8 | |||
| Other | 1,525,000,00 0.00 | 1,525,000,00 0.00 | ||||
| Total | 3,461,227,14 2.76 | 948,000.00 | 3,460,279,14 2.76 | 1,459,017,647 .18 | 948,000.00 | 1,458,069,647.1 8 |
7.9.2. Available-for-sale financial assets measured at cost at period end
| Investee | Book Balance | Provision for impairment | Proportio n of Equity Held in Investee (%) | Current Period Cash dividends | ||||||
| Beginning | Increase in Current Period | Decrease in Current Period | Ending | Beginning | Increase in Current Period | Decrease in Current Period | Ending | |||
| Jiangsu Siyang Rural Commerc ial Bank Co.,Ltd. | 7,987,200 .00 | 7,987,200 .00 | 7.02% | 3,081,296 .68 | ||||||
| uqian Traffic Investme nt Co.,Ltd. | 948,000.0 0 | 948,000.0 0 | 948,000.0 0 | 948,000.0 0 | 0.09% | |||||
| Zking Property & Casualty Insurance Co.,Ltd. | 52,500,00 0.00 | 52,500,00 0.00 | 2.00% | |||||||
| Shanghai Financial Develop ment Investme nt Fund(limit ed partnershi p) | 175,864,8 77.23 | 13,422,38 3.84 | 162,442,4 93.39 | 3.33% | 2,958,899 .83 | |||||
| Zhongjin Jiatai(Tia njin)Equit y Funds | 243,876,3 52.38 | 53,722,44 1.11 | 190,153,9 11.27 | 6.25% | 2,300,569 .90 | |||||
| Partnersh ip(Limited partnershi p) | ||||||||||
| Bank of China Group Securities Co.,Ltd. | 300,000,0 00.00 | 300,000,0 00.00 | 3.16% | 5,599,381 .75 | ||||||
| Hangzho u Taiyitianz e Investme nt Managem ent Partnersh ip (Limited Partnersh ip) | 105,000,0 00.00 | 105,000,0 00.00 | 62.50% | |||||||
| Suning Consume r Finance Co.,Ltd. | 30,000,00 0.00 | 30,000,00 0.00 | 10.00% | |||||||
| Beijing Tonghu Equity Investme nt Enterpris e (Limited Partnersh ip) | 30,000,00 0.00 | 30,000,00 0.00 | 28.20% | |||||||
| Shanghai Jinpuxinc heng Mobile Internet Equity Fund Partnersh ip(Limited | 100,000,0 00.00 | 100,000,0 00.00 | 10.00% |
| Partnersh ip) | ||||||||||
| China Power Investme nt Fund | 56,242,57 5.51 | 4,230,153 .10 | 7,818,362 .56 | 52,654,36 6.05 | 1.50% | 3,757,910 .51 | ||||
| Bejing Weijiu Century culture Media Co.,Ltd. | 5,000,000 .00 | 5,000,000 .00 | 5.00% | |||||||
| Shanghai Financial Develop ment Investme nt Fund(Limi ted Partnersh ip) | 542,012.8 8 | 542,012.8 8 | 3.33% | |||||||
| Jinpuxinc heng Investme nt Managem ent Co.,Ltd. | 102,271.5 0 | 102,271.5 0 | 6.82% | 102,271.5 0 | ||||||
| Shanghai Shangshi hongzhan g Investme nt Center(Li mited Partnersh ip) | 3,600,000 .00 | 11,400,00 0.00 | 15,000,00 0.00 | 5.42% | ||||||
| Zhongjin Jiatai Phase II (Tianjin) Equity | 25,341,85 7.68 | 125,710,2 63.03 | 84,167,73 3.04 | 66,884,38 7.67 | 13.45% | |||||
| Investme nt Fund Partnersh ip(Limited Partnersh ip) | ||||||||||
| Jiangsu Yongda Outdoor Media Co.,Ltd. | 1,507,500 .00 | 1,507,500 .00 | 5.00% | |||||||
| JiangsuY ongda High-spe ed Railway Media Co.,Ltd. | 505,000.0 0 | 505,000.0 0 | 5.00% | |||||||
| Jiaxing Danqing Investme nt Partnersh ip(Limited Partnersh ip) | 20,000,00 0.00 | 50,000,00 0.00 | 70,000,00 0.00 | 10.00% | ||||||
| Golden StoneKun xiang Equity Investme nt Partnersh ip(Limited Partnersh ip) | 300,000,0 00.00 | 300,000,0 00.00 | 52.54% | |||||||
| Zhong Cheng Securities Co.,Ltd. | 330,000,0 00.00 | 330,000,0 00.00 | 12.83% | |||||||
| Najing jiyan Food Co.,Ltd. | 15,000,00 0.00 | 15,000,00 0.00 | 4.76% |
| Jiangsu Saifu Green Food Develop ment Co.,Ltd. | 100,000,0 00.00 | 100,000,0 00.00 | 2.74% | |||||||
| Shanghai Xintuo ·R oad King Debt Investme nt Collection fund Trust Plan. | 100,000,0 00.00 | 100,000,0 00.00 | ||||||||
| Zhongron g Trust- Guarante e-assista nt Fund No.190C ollective Fund Trust Plan | 150,000,0 00.00 | 150,000,0 00.00 | ||||||||
| Zhongron g Trust-The Glory of the World No.26Coll ective Fund Trust Plan | 100,000,0 00.00 | 100,000,0 00.00 | ||||||||
| WesternT rust. Sunshine City Yujing garden project specific | 150,000,0 00.00 | 150,000,0 00.00 | ||||||||
| asset return rights collective trust plan | ||||||||||
| Shanghai Xintuo-Oc eanwide Wuhan Yunhai Garden Collective Trust Plan | 100,000,0 00.00 | 100,000,0 00.00 | ||||||||
| Zhongron g-Jundun No.1Trust Plan | 150,000,0 00.00 | 150,000,0 00.00 | ||||||||
| Western Trust - CAC Group Debt Collection Fund Trust Plan | 200,000,0 00.00 | 200,000,0 00.00 | ||||||||
| Ping An Hongtai No. 189 trust fund collection fund | 70,000,00 0.00 | 70,000,00 0.00 | ||||||||
| WesternT rust- Evergran de Enping Equity Investme nt Collective Fund Trust Plan | 100,000,0 00.00 | 100,000,0 00.00 |
| West trust – Tiandiyua n (Phase V) Collective Fund Trust Plan | 120,000,0 00.00 | 120,000,0 00.00 | ||||||||
| China Tourism Internatio nal Trust·Zhix in No.358Zh ongtian Future ArkCollec tive Fund Trust Plan B | 85,000,00 0.00 | 85,000,00 0.00 | ||||||||
| Shaanxi Internatio nal Trus·Gre en Source farmers market Trust Loan Collective Fund Trust Plan | 100,000,0 00.00 | 100,000,0 00.00 | ||||||||
| Shaanxi Internatio nal Trust·Wu xi Railway Station North Square A | 100,000,0 00.00 | 100,000,0 00.00 | ||||||||
| Block Project Loan Collective Fund Trust Plan | ||||||||||
| Total | 1,459,017 ,647.18 | 2,161,340 ,416.13 | 159,130,9 20.55 | 3,461,227 ,142.76 | 948,000.0 0 | 948,000.0 0 | -- | 17,800,33 0.17 |
7.9.3. Changes in provision for the impairment of the available-for-sale assets duringthe reporting period
| Classification of available-for-sale assets | Equity instruments available for sale | Debt instruments available for sale | Total | |
| Balance of the provision for impairment at the beginning of this period | 948,000.00 | 948,000.00 | ||
| Balance of the provision for impairment at the end of this period | 948,000.00 | 948,000.00 |
7.10. Long-term equity investments
| Investee | Beginnin g Balance | Changes in Current Period | Ending Balance | Ending Balance of provision for depreciat ion | |||||||||
| Increase | Decreas e | Profit or loss recogniz ed under equity method | Other adjustme nts in overall income | Other changes in equity | Announc ement to distribute cash divided or profit | Provision for depreciat ion | Other | ||||||
| 10.1 Joint Venture | |||||||||||||
| 10.2 Associated Enterprise | |||||||||||||
| Dream Blue Chuanha ihui (Shiyan) Trade Investme nt | 18,813,0 15.04 | -1,000,0 00.00 | -2,074,6 35.42 | -15,738, 379.62 | 0.00 | ||||||||
| Co.,Ltd. | |||||||||||||
| Jiangsu Sujiu Cultural Transmis sion Co.,Ltd. | 2,216,45 5.38 | 774,753. 12 | -238,000 .00 | -773,161 .56 | 1,980,04 6.94 | ||||||||
| Subtotal | 21,029,4 70.42 | -1,000,0 00.00 | -1,299,8 82.30 | -238,000 .00 | -16,511, 541.18 | 1,980,04 6.94 | |||||||
| Total | 21,029,4 70.42 | -1,000,0 00.00 | -1,299,8 82.30 | -238,000 .00 | -16,511, 541.18 | 1,980,04 6.94 | |||||||
Statement: Other change in long-term equity investment of Jiangsu Sujiu Cultural Transmission Co., Ltd.
in current period is the adjustment to reduce the long-term equity investment due to unrealized salesprofit in the downstream transaction; Other change of Dream Blue Chuanhaihui (Shiyan) TradeInvestment Co., Ltd. owe to decrease of capital caused by the merger of enterprises under the differentcontrol.
7.11. Fixed Assets
7.11.1. Fixed Assets
| Item | Buildings and constructions | Machinery equipment | Transportation equipment | Other equipment | Total |
| Original cost of fixed assets | |||||
| 1.Beginning Balance | 7,019,271,211.79 | 2,878,570,277.50 | 61,672,451.42 | 262,149,933.21 | 10,221,663,873.92 |
| 2.Increase in current period | 764,276,607.82 | 104,446,735.54 | 7,957,740.37 | 68,784,120.65 | 945,465,204.38 |
| (1)External purchase | 24,634,525.91 | 15,998,967.60 | 7,264,843.98 | 68,409,304.31 | 116,307,641.80 |
| (2)Transfer from projects under construction | 536,659,736.57 | 75,481,341.30 | 612,141,077.87 | ||
| (3)Increase in Corporate merger | 202,982,345.34 | 12,966,426.64 | 692,896.39 | 374,816.34 | 217,016,484.71 |
| 3.Decrease in current period | 2,255,101.95 | 13,494,296.41 | 1,522,911.59 | 1,139,423.90 | 18,411,733.85 |
| (1)Elimination and sell off | 2,255,101.95 | 13,494,296.41 | 1,522,911.59 | 1,139,423.90 | 18,411,733.85 |
| 4.Ending Balance | 7,781,292,717.66 | 2,969,522,716.63 | 68,107,280.20 | 329,794,629.96 | 11,148,717,344.45 |
| Accumulated depreciation | |||||
| 1.Beginning Balance | 1,183,013,186.84 | 844,048,154.38 | 41,589,485.44 | 182,977,927.97 | 2,251,628,754.63 |
| 2.Increase in current period | 351,739,908.06 | 271,685,244.02 | 8,126,518.73 | 25,181,507.61 | 656,733,178.42 |
| (1)Provision | 340,557,321.38 | 271,270,392.20 | 7,750,847.22 | 25,060,227.84 | 644,638,788.64 |
| (2)Increase in Corporate merger | 11,182,586.68 | 414,851.82 | 375,671.51 | 121,279.77 | 12,094,389.78 |
| 3.Decrease in current period | 823,452.96 | 6,150,928.25 | 1,180,097.62 | 1,049,578.03 | 9,204,056.86 |
| (1)Disposal or elimination | 823,452.96 | 6,150,928.25 | 1,180,097.62 | 1,049,578.03 | 9,204,056.86 |
| 4.Ending Balance | 1,533,929,641.94 | 1,109,582,470.15 | 48,535,906.55 | 207,109,857.55 | 2,899,157,876.19 |
| Provision for fixed asset impairment | |||||
| 1.Beginning Balance | |||||
| 2.Increase in current period | |||||
| (1)Provision | |||||
| 3.Decrease in current period | |||||
| (1)Disposal or elimination | |||||
| 4.Ending Balance | |||||
| Carrying Amount | |||||
| 1.Ending carrying amount | 6,247,363,075.72 | 1,859,940,246.48 | 19,571,373.65 | 122,684,772.41 | 8,249,559,468.26 |
| 2.Beginning carrying amount | 5,836,258,024.95 | 2,034,522,123.12 | 20,082,965.98 | 79,172,005.24 | 7,970,035,119.29 |
7.11.2. Profile of no property right certificate
| Item | Book Value | Reason for no property right certificate |
| Blue-collar workers apartment of Yanghe | 221,955,307.39 | In process |
| R&D building of Yanghe | 419,555,847.41 | In process |
| Shop building of Yanghe and so on | 117,594,817.75 | In process |
| Shiyan Baiquan Wine Industry packing workshop and so on | 52,213,993.66 | In process |
7.12. Construction in progress
7.12.1. Details of the construction in progress
| Item | Ending Balance | Beginning Balance | ||||
| Book Balance | Provision for impairment | Net book value | Book Balance | Provision for impairment | Net book value | |
| Technical renovation project of 30 thousand tons of famous and excellent wine | 6,666,559.82 | 6,666,559.82 | ||||
| R&D center building project | 10,431,829.70 | 10,431,829.70 | 302,588,447.96 | 302,588,447.96 | ||
| Shuanggou new area bottle storage and packaging relocation project | 91,252,560.31 | 91,252,560.31 | 96,388,223.63 | 96,388,223.63 | ||
| Packaging and logistics project od Shuanggou wine Industry area | 33,759,459.32 | 33,759,459.32 | 51,167,728.82 | 51,167,728.82 | ||
| Shuanggou new area wine-making project | 16,950,999.28 | 16,950,999.28 | 16,930,509.39 | 16,930,509.39 | ||
| 650,166.18 | 650,166.18 | 622,807.69 | 622,807.69 | |||
| Shuanggou packaging production line | 10,610,699.88 | 10,610,699.88 | 23,073,156.17 | 23,073,156.17 | ||
| Blue-collar workers and undergraduate apartment | 12,056,070.60 | 12,056,070.60 | ||||
| Shiyan Baiquan Wine Industry packing project | 1,542,699.41 | 1,542,699.41 | 9,501,129.27 | 9,501,129.27 | ||
| Other Project | 69,233,043.75 | 69,233,043.75 | 25,676,291.03 | 25,676,291.03 | ||
| Total | 234,431,457.83 | 234,431,457.83 | 544,670,924.38 | 544,670,924.38 | ||
7.12.2. Significant changes in construction in progress
| Item | Budget | Beginni | Increas | Transfer | Decreas | Ending | Proporti | Progres | Capitali | Include: | Capitali | Source |
| ng Balance | e in current period | into fixed assets | e in current period | Balance | on of accumul ative project input in budget | s | zed interest | Capitali zed interest for the period | zation rate for the period (%) | of funds | ||
| Technic al renovati on project of 30 thousan d tons of famous and excellen t wine | 1,630,0 00,000. 00 | 6,666,5 59.82 | 17,174, 904.02 | 23,841, 463.84 | 121.50 % | End stage of Enginee ring | Other | |||||
| R&D center building project | 260,510 ,000.00 | 302,588 ,447.96 | 206,480 ,394.54 | 498,637 ,012.80 | 10,431, 829.70 | 195.42 % | End stage of Enginee ring | Other | ||||
| Shuang gou new area bottle storage and packagi ng relocati on project | 640,270 ,000.00 | 96,388, 223.63 | 3,359,7 62.25 | 8,495,4 25.57 | 91,252, 560.31 | 121.27 % | End stage of Enginee ring | Other | ||||
| Packagi ng and logistics project of Shuang gou wine Industry area | 495,000 ,000.00 | 51,167, 728.82 | 3,131,6 34.42 | 20,539, 903.92 | 33,759, 459.32 | 204.87 % | End stage of Enginee ring | Other | ||||
| Shuang gou new area wine-m aking project | 528,180 ,000.00 | 16,930, 509.39 | 20,489. 89 | 16,950, 999.28 | 162.20 % | End stage of Enginee ring | Other | |||||
| Shuang gou new area auxiliary project | 70,000, 000.00 | 622,807 .69 | 27,358. 49 | 650,166 .18 | 172.35 % | End stage of Enginee ring | Other | |||||
| Shuang gou packagi ng producti on line | 120,000 ,000.00 | 23,073, 156.17 | 8,393,4 53.08 | 20,855, 909.37 | 10,610, 699.88 | 89.53% | End stage of Enginee ring | Other | ||||
| Blue-col lar workers and undergr aduate apartme nt | 12,056, 070.60 | 632,110 .23 | 12,688, 180.83 | End stage of Enginee ring | Other | |||||||
| Shiyan Baiquan Wine Industry packing project | 80,000, 000.00 | 9,501,1 29.27 | 16,771, 804.24 | 24,730, 234.10 | 1,542,6 99.41 | 127.54 % | End stage of Enginee ring | Other | ||||
| Total | 3,823,9 60,000. 00 | 518,994 ,633.35 | 255,991 ,911.16 | 609,788 ,130.43 | 165,198 ,414.08 | -- | -- | -- |
7.13. Engineering material
Unit:RMB
| Item | Ending Balance | Beginning Balance |
| Cable type | 6,320.03 | 6,320.03 |
| electric equipment | 781,743.55 | 781,743.55 |
| Total | 788,063.58 | 788,063.58 |
7.14. Intangible assets
7.14.1. Intangible assets
| Item | Land use right | Patent right | No-patent right technology | Trademark right | Computer software | Total |
| Original book value of intangible assets | ||||||
| 1. Beginning Balance | 1,735,697,530.0 6 | 394,665,660.00 | 76,386,192.99 | 2,206,749,383.0 5 | ||
| 2. Increase in current period | 47,109,108.00 | 2,075,715.76 | 17,104,987.47 | 66,289,811.23 | ||
| (1)Acquired | 5,592,608.00 | 2,075,715.76 | 17,091,402.57 | 24,759,726.33 | ||
| (2)Internal developed | ||||||
| (3)Increase in Corporate merger | 41,516,500.00 | 13,584.90 | 41,530,084.90 | |||
| 3. Decrease in current period | ||||||
| (1)Disposal | ||||||
| 4. Ending Balance | 1,782,806,638.0 6 | 396,741,375.76 | 93,491,180.46 | 2,273,039,194.2 8 | ||
| Accumulated amortization of intangible assets | ||||||
| 1. Beginning Balance | 171,557,124.89 | 380,998,405.47 | 19,569,011.12 | 572,124,541.48 | ||
| 2. Increase in current period | 37,367,241.95 | 1,759,157.84 | 8,241,825.94 | 47,368,225.73 | ||
| (1)Provision | 35,167,241.95 | 1,759,157.84 | 8,228,241.04 | 45,154,640.83 | ||
| (2)Increase in Corporate merger | 2,200,000.00 | 13,584.90 | 2,213,584.90 | |||
| 3. Decrease in current period | ||||||
| (1)Disposal | ||||||
| 4. Ending | 208,924,366.84 | 382,757,563.31 | 27,810,837.06 | 619,492,767.21 | ||
| Balance | ||||||
| Net value of intangible assets | ||||||
| 1. Ending Book Value | 1,573,882,271.2 2 | 13,983,812.45 | 65,680,343.40 | 1,653,546,427.0 7 | ||
| 2. Beginning Book Value | 1,564,140,405.1 7 | 13,667,254.53 | 56,817,181.87 | 1,634,624,841.5 7 |
Intangible assets formed by internal R&D accounted for 0.00% of the book value of intangible assets atthe end of this term.
7.15. Goodwill
7.15.1. Book value of Goodwill
| Company be invested or event result in goodwill | Beginning balance | Increase | Decrease | Ending balance | ||
| Jiangsu Shuanggou Distillery Stock Co.,ltd. | 276,001,989.95 | 276,001,989.95 | ||||
| Jiangsu Zhaiyougou E-commerce Co.,Ltd | 6,940,018.79 | 6,940,018.79 | ||||
| Jiangsu Zhaibianli E-commerce Co.,Ltd | 21,250,284.80 | 21,250,284.80 | ||||
| Guizhou Guijiu Co.,Ltd. | 18,826,210.01 | 18,826,210.01 | ||||
| ZYG TECHNOLOGY INVESTMENT LTD | 5,057,111.19 | 5,057,111.19 | ||||
| Guizhou Welcome Drink Stock Co.,Ltd | 11,333,195.25 | 11,333,195.25 | ||||
| Dream Blue Chuanhaihui (Shiyan) Trade Investment | 3,405,542.42 | 3,405,542.42 | ||||
| Co.,Ltd. | ||||||
| Total | 323,018,503.55 | 19,795,848.86 | 342,814,352.41 | |||
7.15.2. Impairment
| Company be invested or event result in goodwill | Beginning balance | Increase | Decrease | Ending balance | ||
| Jiangsu Zhaiyougou E-commerce Co.,Ltd | 6,940,018.79 | 6,940,018.79 | ||||
| Jiangsu Zhaibianli E-commerce Co.,Ltd | 21,250,284.80 | 21,250,284.80 | ||||
| Guizhou Guijiu Co.,Ltd. | 18,826,210.01 | 18,826,210.01 | ||||
| ZYG TECHNOLOGY INVESTMENT LTD | 5,057,111.19 | 5,057,111.19 | ||||
| Guizhou Welcome Drink Stock Co.,Ltd | 11,333,195.25 | 11,333,195.25 | ||||
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | 3,405,542.42 | 3,405,542.42 | ||||
| Total | 47,016,513.60 | 19,795,848.86 | 66,812,362.46 | |||
Impairment test procedure, parameter and recognition method of impairment are as follows:
The impairment test determined by the present value of asset group is based on estimated future cashflows. According to the free cash flow prospect of future five years based on recent financial budget, andestimate the future year cash flows, discount rate is 10%. According to the test, there is no impairmenthappened caused by the acquisition of Jiangsu Shuanggou Distillery Stock Co., ltd.
The subsidiary corporation ZYG TECHNOLOGY INVESTMENT LTD, Guizhou Welcome Drink Stock
Co., Ltd and Dream Blue Chuanhaihui (Shiyan) Trade Investment Co., Ltd. had operating loss and thereis low possibility to reverse to profit, full amout of them needed to be the provision for impairment loss
7.16. Long-term prepaid expenses
| Item | Beginning Balance | Increase in the current period | Amortization for the current period | Other decreases | Ending Balance |
| Renovation costs of the rented house | 2,158,153.24 | 34,925.57 | 1,101,434.65 | 1,091,644.16 | |
| Total | 2,158,153.24 | 34,925.57 | 1,101,434.65 | 1,091,644.16 |
7.17. Deferred tax assets/liabilities
7.17.1. Recognized deferred tax assets
| Item | Ending Balance | Beginning Balance | ||
| Deductible Temporary Differences | Deferred Tax Assets | Deductible Temporary Differences | Deferred Tax Assets | |
| Provision for asset impairment | 73,619,863.33 | 18,404,334.67 | 74,687,658.60 | 18,671,330.75 |
| Unrealized profits from internal transactions | 44,667,749.86 | 11,166,937.46 | 59,064,027.69 | 14,766,006.93 |
| Deductible losses | 9,122,967.34 | 2,280,741.83 | 19,247,490.99 | 4,811,872.75 |
| The difference between book value of debt and tax base | 2,471,228,375.00 | 617,807,093.75 | 2,119,303,000.00 | 529,825,750.00 |
| Total | 2,598,638,955.53 | 649,659,107.71 | 2,272,302,177.28 | 568,074,960.43 |
7.17.2. Recognized deferred tax liabilities
| Item | Ending Balance | Beginning Balance | ||
| Temporary differences of tax | Deferred tax liabilities | Temporary differences of tax | Deferred tax liabilities | |
| Appraisal increment.of assets under non-identical control enterprise merges | 71,831,084.40 | 17,957,771.10 | 73,997,306.92 | 18,499,326.73 |
| Total | 71,831,084.40 | 17,957,771.10 | 73,997,306.92 | 18,499,326.73 |
7.17.3. Details of unrecognized deferred tax assets
| Item | Ending Balance | Beginning Balance |
| Deductible Temporary Differences | 5,890,523.76 | 200,753.79 |
| Deductible losses | 179,672,013.58 | 114,741,899.58 |
| Total | 185,562,537.34 | 114,942,653.37 |
7.17.4. Deductible losses from unrecognized deferred tax assets will due on thefollowing years
| Year | Ending Amount | Beginning Amount | Notes |
| 2020 | 29,839,655.24 | 32,580,839.65 | |
| 2021 | 82,161,059.93 | 82,161,059.93 | |
| 2022 | 67,671,298.41 | ||
| Total | 179,672,013.58 | 114,741,899.58 | -- |
7.18. Other non-current assets
| Item | Ending Balance | Beginning Balance |
| Compensation for land compensation. | 158,606,824.94 | 158,606,824.94 |
| Trust products more than one year | 802,200,000.00 | |
| Prepaid construction equipment expense and purchase and house payment | 45,620,808.97 | 43,227,774.00 |
| Total | 204,227,633.91 | 1,004,034,598.94 |
7.19. Notes payable
| Category | Ending Balance | Beginning Balance |
| Bank acceptances bill | 8,200,000.00 | 960,000,000.00 |
| Total | 8,200,000.00 | 960,000,000.00 |
The amount of outstanding notes payable at the end of this term is 0.00 Yuan.
7.20. Accounts payable
7.20.1 Description of accounts payable
| Item | Ending balance | Beginning balance |
| Material purchase | 949,161,768.88 | 734,696,568.55 |
| Construction&Equipment payment | 162,241,805.59 | 49,516,432.21 |
| Total | 1,111,403,574.47 | 784,213,000.76 |
7.21. Advance from customers
7.21.1. Description of advance from customers
| Item | Ending balance | Beginning balance |
| Advances on sales | 4,199,846,323.30 | 3,847,491,823.75 |
| Total | 4,199,846,323.30 | 3,847,491,823.75 |
7.22. Employee benefits payable
7.22.1. Employee benefits payable shown as follows
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance |
| Short-term benefits | 164,075,562.59 | 1,460,796,537.91 | 1,416,557,372.84 | 208,314,727.66 |
| Post-employment benefits- defined contribution plans | 1,378,623.15 | 115,624,281.01 | 115,658,983.53 | 1,343,920.63 |
| Total | 165,454,185.74 | 1,576,420,818.92 | 1,532,216,356.37 | 209,658,648.29 |
7.22.2. Short-term employee benefits payable shown as follows
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance |
| Wages, bonuses, allowances and grants | 154,319,487.22 | 1,271,942,013.55 | 1,223,417,685.88 | 202,843,814.89 |
| Employees’ welfare | 85,925,472.16 | 85,925,472.16 | ||
| Social insurance premiums | 427,981.79 | 49,588,855.47 | 49,589,382.42 | 427,454.84 |
| Including: Medical insurance premium | 373,278.50 | 43,046,808.40 | 43,047,210.40 | 372,876.50 |
| Work-related injury insurance | 38,730.04 | 3,473,007.21 | 3,473,068.41 | 38,668.84 |
| premium | 15,973.25 | 3,069,039.86 | 3,069,103.61 | 15,909.50 |
| Housing funds | 884,580.00 | 52,046,558.71 | 52,046,315.71 | 884,823.00 |
| Labor union expenditures and employee education funds | 8,443,513.58 | 1,293,638.02 | 5,578,516.67 | 4,158,634.93 |
| Total | 164,075,562.59 | 1,460,796,537.91 | 1,416,557,372.84 | 208,314,727.66 |
7.22.3. Defined Contribution Plan shown as follows
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance |
| Basic endowment insurance premium | 1,301,269.67 | 112,263,722.58 | 112,298,284.85 | 1,266,707.40 |
| Unemployment insurance premium | 77,353.48 | 3,360,558.43 | 3,360,698.68 | 77,213.23 |
| Total | 1,378,623.15 | 115,624,281.01 | 115,658,983.53 | 1,343,920.63 |
7.23. Taxes payables
| Item | Ending Balance | Beginning Balance |
| Value-added tax | 16,566,945.18 | 6,979,433.49 |
| Consumption tax | 301,944,997.98 | 209,868,425.32 |
| Enterprise income tax | 1,865,510,244.69 | 1,545,930,464.04 |
| Individual Income Tax | 51,144,185.46 | 3,721,050.52 |
| Urban maintenance and construction tax | 16,322,641.43 | 10,683,692.27 |
| Land use tax | 4,946,210.32 | 3,649,621.62 |
| Property tax | 13,262,451.18 | 12,758,747.31 |
| Education Surcharge and Local Education Surcharge | 16,034,117.97 | 10,678,328.04 |
| Stamp duty | 1,787,929.52 | 247,344.18 |
| Integrated fund | 5,144.20 | 419.88 |
| Other tax | 2,037,259.74 | 3,325,056.25 |
| Total | 2,289,562,127.67 | 1,807,842,582.92 |
7.24. Dividends payable
| Item | Ending Balance | Beginning Balance |
| Dividends payable for subsidiaries | 4,696,611.20 | |
| Total | 4,696,611.20 |
7.25. Other payables
7.25.1. Categories by nature
| Item | Ending Balance | Beginning Balance |
| Dealer unsettled discount | 2,249,550,630.00 | 1,983,303,000.00 |
| Dealer deposit | 1,996,000,543.52 | 1,723,365,918.35 |
| Dealer risk pledged capital | 618,260,719.07 | 570,948,123.37 |
| Accrued expenses | 473,980,800.72 | 295,862,459.83 |
| Quality guarantee deposit, Performance bond | 176,017,865.12 | 207,536,931.07 |
| Other | 106,229,957.51 | 86,615,992.71 |
| Total | 5,620,040,515.94 | 4,867,632,425.33 |
7.25.2. Other important payables aging more than 1 year
| Item | Ending Balance | Reasons for Being Unpaid or Transferred |
| Dealer risk pledged capital, deposit | 533,358,390.27 | Risk pledged capital, deposit |
| Total | 533,358,390.27 | -- |
7.26. Long-term loans
7.26.1. Classification of long-term loans
| Item | Ending Balance | Beginning Balance |
| Credit loans | 145,452.00 | 181,816.00 |
| Total | 145,452.00 | 181,816.00 |
7.27. Specific payable
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance | Reason |
| Identity replacement compensation | 199,978,943.07 | 871,412.32 | 199,107,530.75 | ||
| Total | 199,978,943.07 | 871,412.32 | 199,107,530.75 | -- |
7.28. Deferred Incomes
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance | Reason |
| Government Subsidies | 111,085,666.67 | 5,116,000.00 | 8,852,000.00 | 107,349,666.67 | |
| Total | 111,085,666.67 | 5,116,000.00 | 8,852,000.00 | 107,349,666.67 | -- |
Details:
| Liability Item | Beginning Balance | Increase in Current Period | Non-operati ng Income in Current Period | Other income in Current Period | Cost reduction in Current Period | Other Changes | Ending Balance | Relevant to Asset or Income |
| Specific fund for recycling project of waste water | 174,166.67 | 95,000.00 | 79,166.67 | Asset | ||||
| Subsidy for the construction of Shiyan Baiquan Wine Industry wine making, packing | 33,708,600. 00 | 5,116,000.0 0 | 4,257,000.0 0 | 34,567,600. 00 | Asset | |||
| project supporting facilities | ||||||||
| Specific fund for packaging and logistics project of Shuanggou new Industry area | 24,000,000. 00 | 3,000,000.0 0 | 21,000,000. 00 | Asset | ||||
| Specific fund for construction of Harbin Binzhou brewery | 41,202,900. 00 | 41,202,900. 00 | Asset | |||||
| Shuanggou sewage treatment project | 12,000,000. 00 | 1,500,000.0 0 | 10,500,000. 00 | Asset | ||||
| Total | 111,085,666 .67 | 5,116,000.0 0 | 8,852,000.0 0 | 107,349,666 .67 | -- |
7.29. Share Capital
| Beginning Balance | Increases/decreases in the current period (+, -) | Ending Balance | |||||
| Issuance of new shares | Bonus share | Conversion of reserves funds into shares | Others | Subtotal | |||
| Total Number of Shares | 1,506,988,00 0.00 | 1,506,988,00 0.00 | |||||
(Unit: Share)
7.30. Capital reserves
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance |
| Share premium (Capital premium) | 741,674,076.44 | 741,674,076.44 | ||
| Other capital reserves | 30,000.00 | 30,000.00 | ||
| Total | 741,704,076.44 | 741,704,076.44 |
7.31. Other Comprehensive Incomes
| Item | Beginning Balance | Current Period | Ending Balance | ||||
| Amount in current period before income tax | Less: Previously recognized in other comprehensi ve income transferred to profit and loss | Less: income tax | Amount attribute to parent company after tax | Amount attribute to non-contro lling sharehold ers after tax | |||
| Other consolidate incomes that will reclassify into profit and loss | 1,141,647.4 7 | -226,957.0 5 | -225,943.4 4 | -1,013.61 | 915,704. 03 | ||
| Difference from conversion of financial statements in foreign currency | 1,141,647.4 7 | -226,957.0 5 | -225,943.4 4 | -1,013.61 | 915,704. 03 | ||
| Other comprehensive Income Total | 1,141,647.4 7 | -226,957.0 5 | -225,943.4 4 | -1,013.61 | 915,704. 03 | ||
7.32. Surplus reserves
| Item | Beginning Balance | Increase in Current Period | Decrease in Current Period | Ending Balance |
| Statutory surplus reserves | 753,494,000.00 | 753,494,000.00 | ||
| Total | 753,494,000.00 | 753,494,000.00 |
Explanation of surplus reserves, including explanation of change in current period:
When the statutory surplus reserves already reach 50% of registered capital, there is no need forstatutory surplus reserves in current period.
7.33. Undistributed profits
| Item | Current Period | Last Period |
| Undistributed profit before adjustment at the end of the last year | 23,049,443,346.09 | 19,934,852,875.21 |
| Adjustment in the total undistributed profits at the beginning of year | 23,049,443,346.09 | 19,934,852,875.21 |
| Plus: net profit attributable to owners of the parent company for the current period | 6,627,169,959.16 | 5,827,168,870.88 |
| Conversion of ordinary share dividends into share capital | 3,164,674,800.00 | 2,712,578,400.00 |
| Undistributed profits at the end of the period | 26,511,938,505.25 | 23,049,443,346.09 |
Details of adjustment to beginning balance of undistributed profits:
1). Due to traced back to adjustment according to the accounting standards for enterprises and relevantnew regulations, influence to beginning balance of undistributed profits is 0.00 Yuan.
2). Due to accounting policy alternative, influence on beginning balance of undistributed profits is0.00Yuan.
3). Due to major accounting error correction, influence on beginning balance of undistributed profits is0.00 Yuan.
4). Due to merge scope changes resulting from the same control, influence on beginning balance ofundistributed profits is 0.00 Yuan.
5). Due to other adjustments, influence on beginning balance of undistributed profits is 0.00 Yuan.
7.34. Operating income and operating costs
| Item | Current Period | Previous Period | ||
| Operating income | Operating cost | Operating income | Operating cost | |
| Primary business | 19,468,365,663.88 | 6,285,763,095.97 | 16,782,694,581.25 | 5,827,106,186.48 |
| Other business | 449,576,574.28 | 395,385,466.19 | 400,415,038.83 | 375,872,642.11 |
| Total | 19,917,942,238.16 | 6,681,148,562.16 | 17,183,109,620.08 | 6,202,978,828.59 |
7.35. Business taxes and surcharges
| Item | Current Period | Previous Period |
| Consumption tax | 719,619,698.60 | 20,668,766.89 |
| Urban maintenance and construction tax | 187,348,938.98 | 131,284,324.47 |
| Educational surcharge | 158,110,821.96 | 106,672,396.74 |
| Property tax | 56,062,041.01 | 37,032,242.70 |
| Land use tax | 21,020,413.58 | 10,478,033.38 |
| Stamp duty | 9,705,637.17 | 3,185,863.58 |
| Business tax | 244,691.51 | |
| Other | 2,280.00 | 1,080.37 |
| Total | 1,151,869,831.30 | 309,567,399.64 |
Other Explanation:
The package of finished products is entrusted to subsidiaries Jiangsu Yanghe Package Co., Ltd., SiyangYanghe packing service Co., Ltd. and Shiyan Yunyang Lihua village packing service Co., Ltd., thepackage of products of subsidiary Jiangsu Shuanggou Distillery Stock Co., Ltd. entrusted to itssubsidiary Sihong Shuangtai Drinks Cans Filling Co., Ltd. Consumption taxes and surcharges of theCompany and its subsidiary Jiangsu Shuanggou Distillery Stock Co., Ltd. were withheld and remitted bythe trustee,. The consumption taxes and surcharges were recorded into the cost of product.
According to Notice on further Strengthening the Collection and Management of Liquor ConsumptionTax (Guoshuihan [2017] No. 144) issued by the State Administration of Taxation(SAT) issued, if a liquormanufacturing enterprise sets up muti-level sales units selling liquor, the SAT should verify the lowestassessable price of the manufacturing enterprise based on external sales price of final sales unit. Since1 May 2017, the lowest assessable price of liquor consumption tax has been adjusted to 60% uniformlyfrom 50% to 70%. The tax payment of the Company’s liquor consumption tax has been changed fromwithholding and remitting tax by trustee from direct payment by the liquor manufacturing enterprise since1 September 2017. The accounting method of consumption tax was changed from manufacturingconsignment reckoned in cost of liquor production to self-production and self-sale reckoned inconsumption taxes and surcharges. The tax price of liquor consumption tax with ad valorem taxation hasbee changed from composite assessable price to the lowest assessable price of the manufacturingenterprise based on external sales price of final sales unit since 1 May 2017.
The consumption taxes and surcharges from manufacturing consignment of liquor products withheld andremitted by trustee was RMB 1,024,857,867.32 during the reporting period, including the Company andits subsidiary Jiangsu Shuanggou Distillery Stock Co., Ltd.
7.36. Selling and distribution expenses
| Item | Current Period | Previous Period |
| Advertising promotion expense | 1,210,783,150.98 | 820,863,674.35 |
| Employee compensation | 484,601,462.80 | 445,331,462.10 |
| Handling charge | 233,747,902.25 | 234,593,648.46 |
| Labor expense | 112,430,439.21 | 70,679,484.73 |
| Travel expense | 275,629,936.19 | 239,659,340.73 |
| Business entertainment expense | 1,881,714.48 | 2,339,613.86 |
| Other expense | 68,372,501.14 | 55,534,597.30 |
| Total | 2,387,447,107.05 | 1,869,001,821.53 |
7.37. General and administrative expenses
| Item | Current Period | Previous Period |
| Employee compensation | 546,050,904.30 | 537,881,111.56 |
| Travel expense | 46,464,950.04 | 37,913,166.58 |
| Office allowance | 9,035,598.20 | 15,377,085.77 |
| Wate, electric and steam expense | 55,857,399.91 | 49,398,354.96 |
| Business entertainment expense | 13,876,207.36 | 14,095,681.47 |
| Depreciation cost | 409,604,948.24 | 373,549,882.92 |
| Rental expense | 12,784,133.46 | 13,860,579.38 |
| Repair charge | 45,643,052.23 | 39,009,754.21 |
| Amortization of intangible assets. | 45,154,640.83 | 95,644,671.94 |
| Taxes and fees | 43,840,026.30 | |
| Vehicle use expense | 15,547,860.17 | 14,944,371.08 |
| Transportation charges. | 52,448,446.71 | 29,987,119.91 |
| R&D expense | 25,745,247.20 | 23,676,172.43 |
| Other expense | 253,934,718.28 | 293,257,272.94 |
| Total | 1,532,148,106.93 | 1,582,435,251.45 |
7.38. Financial expenses
| Item | Current Period | Previous Period |
| Interest expenses | 3,927.00 | 718,066.64 |
| Less: Interest income | 48,793,842.12 | 35,922,111.00 |
| Plus: Losses from currency exchange | 11,705,912.52 | -4,054,303.70 |
| Plus: Bill discounted cost | 26,997,905.56 | |
| Plus: Handling charges | 3,171,671.13 | 3,313,230.36 |
| Total | -33,912,331.47 | -8,947,212.14 |
7.39. Impairment losses
| Item | Current Period | Previous Period |
| Bad debt loss | 2,151,140.21 | -434,243.27 |
| Inventory value loss | 920,789.05 | 1,416,640.67 |
| Goodwill impairment loss | 19,795,848.86 | 47,016,513.60 |
| Total | 22,867,778.12 | 47,998,911.00 |
7.40. Investment income
| Item | Current Period | Previous Period |
| Income from long-term equity investments under the equity method | -1,299,882.30 | -3,893,529.35 |
| Investment income gained during the period of holding the available-for-sale financial assets | 17,800,330.17 | 23,416,641.56 |
| Investment income from the disposal of available-for-sale financial assets | 90,627,738.02 | 128,763,897.76 |
| Other investment income | 516,824,879.08 | 398,923,011.53 |
| Total | 623,953,064.97 | 547,210,021.50 |
Other explanation
Investment income is from purchasing finance product.
7.41. Income on disposal of assets
| Source of income on disposal of assets | Current Period | Previous Period |
| Gains or losses on disposal of assets | -8,598,844.11 | -5,823,628.96 |
7.42. Other income
| Source of other income | Current Period | Previous Period |
| Government grants | 44,745,640.94 |
7.43. Non-operating income
| Item | Current Period | Previous Period | The amount included in the extraordinary gains and losses of the current period |
| Government grants | 29,064,221.47 | ||
| Liquidated damages | 11,966,175.47 | 7,248,389.96 | 11,966,175.47 |
| Service charge from withholding taxes | 2,400,925.65 | 5,072,081.31 | 2,400,925.65 |
| Compensation payment | 4,244,301.19 | 4,244,301.19 | |
| Others | 1,210,652.45 | 3,765,113.35 | 1,210,652.45 |
| Total | 19,822,054.76 | 45,149,806.09 | 19,822,054.76 |
7.44. on-Operating Expenses
| Item | Current Period Amount | Previous Period Amount | The Amount Included in Extraordinary Gains & Losses in Previous Period |
| Donation | 4,255,000.00 | 2,151,829.00 | 4,255,000.00 |
| Integrated fund | 77,868.28 | 28,998.48 | |
| Compensation expense | 441,197.00 | 1,575,000.00 | 441,197.00 |
| Other expense | 3,566,467.53 | 1,889,427.42 | 3,566,467.53 |
| Total | 8,340,532.81 | 5,645,254.90 | 8,262,664.53 |
7.45. Income Tax Expense
7.45.1. Statement of Income tax Expense
| Item | Current Period Amount | Previous Period Amount |
| Current Period Income Tax | 2,316,822,437.89 | 1,941,720,992.66 |
| Deferred Income Tax | -87,654,013.74 | 14,315,457.09 |
| Total | 2,229,168,424.15 | 1,956,036,449.75 |
7.45.2. Adjustment for Accounting Profit and Income Tax Expense
| Item | Current Period Amount |
| Total profit | 8,847,954,567.82 |
| Income Tax Expenses Determined by Statutory/Applicable Tax Rate | 2,211,988,641.96 |
| Impact from Subsidiaries’ Different Tax Rates | -465,717.35 |
| Adjust for Impact from Income Tax Expense in Previous Period | -1,643,314.38 |
| Impact from Non-taxable Income | -3,115,509.21 |
| Non-Deductible Costs, Expenses and Losses | 9,484,414.24 |
| Impact from deductable temporary losses due to Unrecognized Deferred tax Asset at early stage of Current Period | -685,296.10 |
| Impact from deductable temporary difference or losses due to Unrecognized Deferred tax Asset at the end of Current Period | 13,605,204.99 |
| Income tax expense | 2,229,168,424.15 |
7.46. Other comprehensive income
Detail in Note 7. 31
7.47. Notes to the cash flow statement
7.47.1 Cash Received from Other Operation Activities
| Item | Current Period Amount | Previous period Amount |
| Risk deposit | 47,312,595.70 | 18,084,975.17 |
| Security deposit | 153,130,574.87 | |
| Interest income | 48,793,842.12 | 35,922,111.00 |
| Liquidated damages | 16,210,476.66 | 7,247,389.96 |
| Service charge from withholding taxes | 2,400,925.65 | 5,072,081.31 |
| Government grants | 35,893,640.94 | 20,723,821.47 |
| Intercourse funds and others | 123,690,396.17 | 33,996,755.91 |
| Total | 427,432,452.11 | 121,047,134.82 |
7.47.2. Cash Paid for Other Operating Activities
| Item | Current Period Amount | Previous Period Amount |
| Traffic expense | 275,767,664.19 | 265,080,768.37 |
| Advertising promotion expense | 1,150,193,005.98 | 834,463,674.35 |
| Rental expense | 15,515,018.50 | 13,860,579.38 |
| Repair charge | 45,714,951.47 | 39,009,754.21 |
| Travel expense | 313,614,903.30 | 277,572,507.31 |
| Entertainment expense | 15,832,355.68 | 16,435,295.33 |
| Insurance expenses | 2,398,922.19 | 2,695,859.61 |
| Labor cost | 113,395,206.68 | 106,182,629.07 |
| Intercourse funds and others | 282,226,385.55 | 557,442,466.53 |
| Total | 2,214,658,413.54 | 2,112,743,534.16 |
7.47.3. Cash Received for Other Investment Activities
| Item | Current Period Amount | Previous Period Amount |
| Government subsidies related to assets | 5,116,000.00 | |
| Total | 5,116,000.00 |
7.47.4 Cash Paid for Other Financing Activities
| Item | Current Period Amount | Previous Period Amount |
| Payment of shareholders borrowed form subsidiary before the equity acquisition under the merge of not the same control | 246,204,388.41 | |
| Letter of credit deposits | 1,500,000.00 | |
| Bill financing | 900,000,000.00 | |
| Total | 247,704,388.41 | 900,000,000.00 |
7.48. Supplementary Information to Cash Flow Statement
7.48.1. Supplementary Information to Cash Flow Statement
| Item | Current Period Amount | Previous Period Amount |
| 1. Reconciliation of net profit to cash flow from operating activities | -- | -- |
| Net Profit | 6,618,786,143.67 | 5,804,929,113.99 |
| Add: Provision for Asset Impairment | 22,867,778.12 | 47,998,911.00 |
| Depreciation of Fixed Asset, Oil & Gas Assets and Productive Biological Assets | 644,638,788.64 | 629,710,645.12 |
| Amortization of Intangible Assets | 45,154,640.83 | 95,644,671.94 |
| Amortization of Long-Term Deferred Expenses | 1,101,434.65 | 5,241,156.99 |
| Losses from Disposal of Fixed Assets, Intangible Assets and Other Long-Term Assets (Gains use “-”) | 8,598,844.11 | 5,823,628.96 |
| Financial Expenses (Gains use “-”) | 11,709,839.52 | -3,336,178.17 |
| Losses on Investments (Gains use “-”) | -623,953,064.97 | -547,210,021.50 |
| Decrease in deferred income tax assets (Gains use “-”) | -81,584,147.28 | 28,714,211.70 |
| Increase in deferred income tax liabilities (Losses use “-”) | -541,555.63 | -14,401,042.72 |
| Decrease in inventories (Gains use “-”) | -634,118,034.37 | -883,707,312.20 |
| Decrease in operating receivables (Gains use “-”) | -20,895,686.14 | -229,079,055.90 |
| Increase in operating payables (Losses use “-”) | 891,404,818.16 | 2,464,715,871.41 |
| Net cash flows from operating activities | 6,883,169,799.31 | 7,405,044,600.62 |
| 2. Significant Investing and Financing Activities not Involving Cash Flow: | -- | -- |
| 3.Net Change in Cash & Cash Equivalents | -- | -- |
| Ending Balance of Cash | 1,749,952,876.18 | 2,456,627,358.97 |
| Less:Beginning Balance of Cash | 2,456,627,358.97 | 4,707,796,539.41 |
| Net Change in Cash and Cash Equivalents | -706,674,482.79 | -2,251,169,180.44 |
7.48.2. Net Cash Paid during Current Period for Subsidiaries’ Acquisitions
| Item | Amount |
| Cash & Cash Equivalents Paid for Business Combinations during Current Period | 11,707,369.77 |
| Including: | -- |
| ZYG TECHNOLOGY INVESTMENT LTD | 1,707,369.77 |
| Guizhou Welcome Drink Stock Co., Ltd. | 10,000,000.00 |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | |
| Less: Cash & Cash Equivalents Held by Subsidiaries at Purchase | 11,171,466.93 |
| Including: | -- |
| ZYG TECHNOLOGY INVESTMENT LTD | 3,399.08 |
| Guizhou Welcome Drink Stock Co., Ltd. | 27,542.66 |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | 11,140,525.19 |
| Including: | -- |
| Net Cash paid for Subsidiaries’ Acquisitions | 535,902.84 |
7.48.3. Composition of Cash & Cash Equivalent
| Item | Beginning Balance | Ending Balance |
| 1. Cash | 1,749,952,876.18 | 2,456,627,358.97 |
| Including: Cash on hand | 4,883.33 | 9,416.09 |
| Unrestricted Bank Deposit | 1,726,983,843.15 | 2,454,194,648.21 |
| Other Unrestricted Cash & Cash Equivalents | 22,964,149.70 | 2,423,294.67 |
| 2. Ending Balance of Cash & Cash Equivalents | 1,749,952,876.18 | 2,456,627,358.97 |
7.49. Assets with Restricted Ownership or Rights
| Item | Ending Book Balance | Reason for Restriction |
| Cash & Cash Equivalents | 1,500,000.00 | Letter of Credit Deposits |
| Total | 1,500,000.00 | -- |
7.50. Foreign Currency Transactions
7.50.1 Foreign Currency Transactions
| Item | Ending Balance in Foreign Currency | Exchange Rate | Ending Balance in RMB |
| Cash & Cash Equivalents | -- | -- | 353,971,704.10 |
| Including: USD | 54,045,724.59 | 6.5342 | 353,145,573.62 |
| HKD | 988,300.75 | 0.83591 | 826,130.48 |
| Other Receivable | 190,307.95 | ||
| Including: HKD | 227,665.60 | 0.83591 | 190,307.95 |
| Account Payable | 1,299,724.45 | ||
| Including: USD | 198,911.03 | 6.5342 | 1,299,724.45 |
| Other Payable | 2,036,701.39 | ||
| Including: HKD | 2,436,507.98 | 0.83591 | 2,036,701.39 |
7.50.2. Foreign Business Entities Disclosure
| Company | Operation Site | Book-Keeping Currency | Choosing Reason |
| JSSJ Industry (HK) Holdings Co., Limited | Hong Kong, China | HKD | Currency in the main economic environment of business operations |
| ZYG E-Commerce HK Limited | Hong Kong, China | HKD | Currency in the main economic environment of business operations |
| ZYG LTD | Cayman Islands | USD | Currency in the main economic environment of business operations |
| YangHe International Investment Ltd | British Virgin Islands | USD | Currency in the main economic environment of business operations |
| ZYG TECHNOLOGY INVESTMENT LTD | British Virgin Islands | USD | Currency in the main economic environment of business operations |
| YANGHE CHILE SPA | Santiago, Chile | PESO | Currency in the main economic environment of business operations |
8.Changes in Consolidated Scope
8.1. Business combinations involving enterprises not under common control
8.1.1. Business combinations involving enterprises not under common controlincurred in current year
| Target Comany | Time of acquisition | Acquisition cost | % interest acquired | Acquisition method | Acquisition dates | Recognition basis of acquisition dates | Revenues of Acquired company from the acquisition dates to the year-end | Net profit of Acquired company from the acquisition dates to the year-end |
| ZYG TECHNOLO GY INVESTME NT LTD | 31 March 2017 | 1,707,369.7 7 | 71.03% | Acquisition | 31 March 2017 | Change of shareholdin g | -124,825.67 | |
| Guizhou Welcome Drink Stock Co., Ltd. | 16 August 2017 | 10,000,000. 00 | 100.00% | Acquisition | 16 August 2017 | Change of shareholdin g | -5,628,223.1 1 | |
| Dream Blue Chuanhaihu i (Shiyan) Trade Investment Co.,Ltd. | 13 September 2017 | 15,738,379. 62 | 48.54% | Reduction of capital | 13 September 2017 | Change of shareholdin g | -68,491.34 |
Other explanation:
(1) Accroding to Equity Transfer Agreement between indirect holding subsidiary YangHe InternationalInvestment Ltd and Geng libin on 31 March 2017, Geng transferred 71.03% equity of ZYGTECHNOLOGY INVESTMENT LTD on his own behalf to YangHe International Investment Ltd withthe price of 247,470.00 US dollars. From 31 March 2017 bring it into the scope of consolidatedfinancial statements.
(2) According to Acquisition Agreement between subsidiary Guizhou Guijiu Co.,Ltd.,Guizhou GuijiuTrade Co.,Ltd.and Liang mingfeng, Liang mingwang, Wang xiaojun on 12 August 2017, GuizhouGuijiu Co.,Ltd. acquire 3.5 million and 4 million shares of Guizhou Welcome Drink Stock Co., Ltd.
owned by Liang mingfeng and Liang mingwang respectively, Guizhou Guijiu Trade Co.,Ltd acquire
2.5 million shares of Guizhou Welcome Drink Stock Co., Ltd. owned by Wang xiaojun, totally acquire100% stock of Guizhou Welcome Drink Stock Co., Ltd., form business combinations involvingenterprises not under common control, and transact the registration procedures for the change ofindustry and Commerce on 16 August 2017. From August 2017 bring it into the scope ofconsolidated financial statements.
(3) According to resolution of the shareholder committee of joint venture Dream Blue Chuanhaihui(Shiyan) Trade Investment Co., Ltd., Dream Blue Chuanhaihui (Shiyan) Trade Investment Co., Ltd.
reduce registered capital of 13.9 million yuan. Registered capitals is 20 million Yuan after reductionof capital, including 19 million yuan from company (95%), form business combinations involvingenterprises not under common control, and transact the registration procedures for the change ofindustry and Commerce on 13 September 2017. From October 2017 bring it into the scope ofconsolidated financial statements.
8.1.2. Details of costs of combination and goodwill
| Costs of combination | ZYG TECHNOLOGY INVESTMENT LTD | Guizhou Welcome Drink Stock Co., Ltd. | Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. |
| -- Cash consideration | 1,707,369.77 | 10,000,000.00 | |
| -- Fair value of previously held equity at acquisition dates | 15,738,379.62 | ||
| Total costs of combination | 1,707,369.77 | 10,000,000.00 | 15,738,379.62 |
| Less: Share of fair value of the identifiable net assets obtained Goodwill | -3,349,741.42 | -1,333,195.25 | 12,332,837.20 |
| Goodwill/ combined cost less than the amout of acquire fair value of net identifiable assets | 5,057,111.19 | 11,333,195.25 | 3,405,542.42 |
8.1.3. Assets and liabilities of Target Company at acquisition dates
| ZYG TECHNOLOGY INVESTMENT LTD | Guizhou Welcome Drink Stock Co., Ltd. | Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | ||||
| Fair value at acquisition dates | Carrying amount at acquisition dates | Fair value at acquisition dates | Carrying amount at acquisition dates | Fair value at acquisition dates | Carrying amount at acquisition dates | |
| Cash and cash equivalents | 3,399.08 | 3,399.08 | 27,542.66 | 27,542.66 | 11,140,525.19 | 11,140,525.19 |
| Inventory | 5,046,030.00 | 5,046,030.00 | ||||
| Fixed assets | 204,843,641.23 | 204,843,641.23 | 78,453.70 | 78,453.70 | ||
| Intangible assets | 39,316,500.00 | 27,800,000.00 | ||||
| Construction-in- process | 2,540,067.22 | 2,540,067.22 | ||||
| Other receivable | 2,963,000.00 | 2,963,000.00 | ||||
| Other current assets | 688,361.04 | 688,361.04 | ||||
| Accounts payable | 3,388.45 | 3,388.45 | 250,916,212.40 | 250,916,212.40 | 1,200,045.00 | 1,200,045.00 |
| Deferred Tax liabilities | 2,879,125.00 | |||||
| Other non-current liability | 4,715,963.63 | 4,715,963.63 | ||||
| Net assets | -4,715,953.00 | -4,715,953.00 | -1,333,195.25 | -9,970,570.25 | 12,981,933.89 | 12,981,933.89 |
| Less: Minority interests | -1,366,211.58 | -1,366,211.58 | 649,096.69 | 649,096.69 | ||
| Net assets obtained | -3,349,741.42 | -3,349,741.42 | -1,333,195.25 | -9,970,570.25 | 12,332,837.20 | 12,332,837.20 |
8.2. Changes in consolidation scope due to other reasons
Explanation of consolidation scope changes caused by other reasons (e.g., new subsidiary, Clearingsubsidiary, etc.) and related conditions:
(1) On January 2017, subsidiary Su wine trade group Limited by Share Ltd. invest 10 million yuan to setup Jiangsu Blue Dream E-commerce Co., Ltd., there is no contribution of capital as of December 31,2017. It will be incorporated into the consolidated financial statements from January 2017.
(2) On March 2017, company invests 10 million yuan to set up Jiangsu Yanghe Weiketang NetworkTechnology Co., Ltd., 0.3 million yuan has been contributed as of December 31, 2017. It will beincorporated into the consolidated financial statements from March 2017.
(3) On October 12, 2017, company invest 5 million yuan to set up Suqian Sujiu Logistic Co.,Ltd., there isno contribution of capital as of December 31, 2017. It will be incorporated into the consolidated financialstatements from October 2017.
(4) On October 31, 2017, company set up YANGHE CHILE SPA in Santiago, Chile, there is nocontribution of capital as of December 31, 2017. It will be incorporated into the consolidated financialstatements from October 2017.
Clearing of subsidiary
(1) Indirect holding subsidiary Taizhou Mengye Trading Co., Ltd. written off in current period, obtain theAllowe Notice to cancel the registration. It will not be incorporated into the consolidated financialstatements from August 2017.
(2) Indirect holding subsidiary Siyang Yanghe Package Service Co., Ltd. written off in current period,liquidation finished on December 2017, and acquired Notice of tax matters from Siyang Local TaxationBureau first branch and Siyang State Taxation Bureau on December 12, 2017 and December 2, 2017respectively, obtain the Allowe Notice to cancel the registration from Siyang Administration for MarketRegulation. It will not be incorporated into the consolidated financial statements from December 31,2017.
9.Interests in Other Entities
9.1. Interests in Subsidiaries
9.1.1 Group Composition:
| Name of Subsidiaries | Major business location | Place of registration | Nature of business | Shareholding | Acquisition method | |
| Direct | Indirect | |||||
| Jiangsu Yanghe Package Co., Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Liquor package | 100.00% | Establishment | |
| Nanjing Yanghe Blue Classic Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Commerce | 100.00% | Establishment | |
| Beijing Yanghe Commerce and Trade Co.,Ltd. | Fengtai,Beijing | Fengtai,Beijing | Commerce | 100.00% | Establishment | |
| Jiangsu Huaqu Wine Group Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Commerce | 97.00% | Establishment | |
| Suqian TianhaiCommer ce and Trade Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| HuaianHuaqu Wine Development Co.,Ltd. | Huaian, Jiangsu province | Huaian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Suqian Yanghe Guibinguan Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Hotel industry | 100.00% | Establishment | |
| Jiangsu Huaqu Wine Group Nanjing Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Commerce | 100.00% | Establishment | |
| Sujiu Group Trade Jiont-Stock Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 83.63% | 16.37% | Establishment |
| Wuxi Huaqu Wine Development Co.,Ltd. | Wuxi, Jiangsu province | Wuxi, Jiangsu province | Commerce | 100.00% | Establishment | |
| Taizhou Huaqu Wine | Taizhou, Jiangsu | Taizhou, Jiangsu | Commerce | 100.00% | Establishment | |
| Development Co.,Ltd. | province | province | ||||
| Taizhou Mengye Trading Co.,Ltd. | Taizhou, Jiangsu province | Taizhou, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Huaqu Wine Group Nantong Co.,Ltd. | Nantong, Jiangsu province | Nantong, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Huaqu Wine Group Suzhou Co.,Ltd. | Suzhou, Jiangsu province | Suzhou, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Huaqu Wine Group Yancheng Co.,Ltd. | Yancheng, Jiangsu province | Yancheng, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Yanghe Liquor Operation Mangement Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Shuanggou Liquor OperationCo.,Lt d. | Sihong, Jiangsu province | Sihong, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Dongdi Union International Trade Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Dongdixinghui International Trade Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Suqian Blue Dream Trade Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Siyang Lantu Liquor OperationCo.,Lt d. | Siyang, Jiangsu province | Siyang, Jiangsu province | Commerce | 100.00% | Establishment | |
| JSSJ Industry (HK) Holdings Co., Limited | Hong Kong, China | Hong Kong, China | CORP | 100.00% | Establishment | |
| Siyang Yanghe Package Service Co.,Ltd. | Siyang, Jiangsu province | Siyang, Jiangsu province | Liquor package | 100.00% | Establishment | |
| Hubei Lihuacun Trade Co.,Ltd. | Shiyan, Hubei province | Yunxian, Hubei province | Commerce | 100.00% | Establishment | |
| Jiangsu Shuanggou Distillery Stock Co., Ltd. | Sihong, Jiangsu province | Sihong, Jiangsu province | Liquor manufacture and sales | 99.99% | 0.01% | Business combinations involving enterprises not under common control |
| Sihong Shuangtai Package Co.,Ltd. | Sihong, Jiangsu province | Sihong, Jiangsu province | Liquor packaging | 100.00% | Business combinations involving enterprises not under common control | |
| Sihong Shuanggou Antai waste recycling Co.,Ltd. | Sihong, Jiangsu province | Sihong, Jiangsu province | Waste material recycle | 100.00% | Business combinations involving enterprises not under common control | |
| Shiyan Baiquan Wine Industry Co., Ltd. | Shiyan, Hubei province | Yunxian, Hubei province | Process liquor, wine and fruit wine | 100.00% | Business combinations involving enterprises not under common control | |
| Miluo Miluo Chunjiuye Co.,Ltd. | Ningxiang, Hunan province | Ningxiang, Hunan province | Manufacture and sale of liquor and compound wine | 100.00% | Business combinations involving enterprises not under common control | |
| Harbin Binzhou Brewery Co.,Ltd. | Binxian, Heilongjiang province | Binxian, Heilongjiang province | Liquor-making | 100.00% | Business combinations involving enterprises not under common control | |
| Sujiu Group Jiangsu Wealth | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Assets/investme nt management, information | 100.00% | Establishment | |
| Management Co.,Ltd. | consultation | |||||
| Miluo Miluo Chunjiuye Trade Co.,Ltd. | Ningxiang, Hunan province | Ningxiang, Hunan province | Commerce | 100.00% | Establishment | |
| Jinagsu Kelite Biology Technology Research Institute Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Biological engineering research, enzyme preparation research and technology transfer | 100.00% | Establishment | |
| Xuzhou Huaqu Wine Development Co.,Ltd. | Xuzhou, Jiangsu province | Xuzhou, Jiangsu province | Commerce | 100.00% | Establishment | |
| Suqian Sky Blue Trade Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Shiyan Yunyang Lihuacun Package Service Co.,Ltd. | Shiyan, Hubei province | Shiyan, Hubei province | Liquor, compound wine, health wine packaging service | 100.00% | Establishment | |
| Jiangsu Lion and Sheep Network Technology Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Network technology development, technical consultation, technical services; Software development | 100.00% | Establishment | |
| Jiangsu Zhaiyougou E-commerce Co.,Ltd | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Commerce | 100.00% | Business combinations involving enterprises not under common control | |
| NanjingTongme ng City Logistics Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Freight Transport, Warehouse service | 99.99% | Business combinations involving enterprises not under common | |
| control | ||||||
| Nanjing jinling Tongmeng City Logistics Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Nanjing Oubaosi International Trade Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Import and export business of self-run goods, agency goods and technology | 100.00% | Business combinations involving enterprises not under common control | |
| Huaian Tongmeng City Logistics Co.,Ltd. | Huaian, Jiangsu province | Huaian, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Changzhou Jiezzhong Tongmeng City Logistics Co.,Ltd. | Changzhou, Jiangsu province | Changzhou, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Nantong Tongmeng City Logistics Co.,Ltd. | Nantong, Jiangsu province | Nantong, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Suzhou Tongmeng City Logistics Co.,Ltd. | Suzhou, Jiangsu province | Suzhou, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Taizhou Tongmeng City Logistics Co.,Ltd. | Taizhou, Jiangsu province | Taizhou, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Wuxi Tongmeng | Wuxi, Jiangsu | Wuxi, Jiangsu | Freight | 51.00% | Business | |
| City Logistics Co.,Ltd. | province | province | Transport, Warehouse service | combinations involving enterprises not under common control | ||
| Yancheng Tongmeng City Logistics Co.,Ltd. | Yancheng, Jiangsu province | Yancheng, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Zhenjiang Tongmeng City Logistics Co.,Ltd. | Zhenjiang, Jiangsu province | Zhenjiang, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Yangzhou Tongmeng City Logistics Co.,Ltd. | Yangzhou, Jiangsu province | Yangzhou, Jiangsu province | Freight Transport, Warehouse service | 53.00% | Business combinations involving enterprises not under common control | |
| Suqian Tongmeng City Logistics Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Pizhou Tongmeng City Logistics Co.,Ltd. | Xuzhou, Jiangsu province | Xuzhou, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Lianyungang Huaxing Tongmeng City Logistics Co.,Ltd. | Lianyungang, Jiangsu province | Lianyungang, Jiangsu province | Freight Transport, Warehouse service | 51.00% | Business combinations involving enterprises not under common control | |
| Jiangsu Zhaibianli E-commerce | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Commerce | 100.00% | Business combinations involving |
| Co.,Ltd | enterprises not under common control | |||||
| Hongkong Zhaiyougou International Trade Co.,Ltd | Hong Kong,China | Hong Kong,China | Commerce | 100.00% | Business combinations involving enterprises not under common control | |
| Guizhou Guijiu Co.,Ltd. | Guiyang, Guizhou province | Guiyang, Guizhou province | Liquor production; Liquor and alcohol sales | 100.00% | Business combinations involving enterprises not under common control | |
| Guizhou Guijiu Liquor Operation Management Co.,Ltd. | Guiyang, Guizhou province | Guiyang, Guizhou province | Commerce | 100.00% | Establishment | |
| Guizhou Guijiu Trade Co.,Ltd. | Guiyang, Guizhou province | Guiyang, Guizhou province | Commerce | 100.00% | Establishment | |
| Guizhou Guijiu Package Co.,Ltd. | Guiyang, Guizhou province | Guiyang, Guizhou province | Guijiu series liquor, compound wine, health care wine packaging | 100.00% | Establishment | |
| Jinagsu Guanmeng Information Technology Co.,Ltd. | Suzhou, Jiangsu province | Suzhou, Jiangsu province | Information technology development | 100.00% | Establishment | |
| ZYG E-Commerce HK Limited | Hong Kong,China | Hong Kong,China | Industrial investment | 100.00% | Business combinations involving enterprises not under common control | |
| ZYG LTD | Cayman Islands | Cayman Islands | Industrial investment | 69.08% | Business combinations involving enterprises not under common | |
| control | ||||||
| YangHe International Investment Ltd | British Virgin Islands | British Virgin Islands | Industrial investment | 100.00% | Establishment | |
| Nanjing Huiteng Media Technology Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Internet technology development, design, production, agency, release announcement | 100.00% | Establishment | |
| Jiangsu Shuanggou Healthy Liquor Research institute Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Healthy wine, nutrition and health food research and development | 100.00% | Establishment | |
| ZYG TECHNOLOGY INVESTMENT LTD | British Virgin Islands | British Virgin Islands | Industrial investment | 71.03% | Business combinations involving enterprises not under common control | |
| Jiangsu Blue Dream E-commerce Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Commerce | 100.00% | Establishment | |
| Jiangsu Yanghe Weiketang Network Technology Co.,Ltd. | Nanjing, Jiangsu province | Nanjing, Jiangsu province | Network technology development, technical consultation, technical servic | 100.00% | Establishment | |
| Guizhou Welcome Drink Stock Co., Ltd. | Renhuai, Guizhou province | Renhuai, Guizhou province | Liquor manufacture and sales | 100.00% | Business combinations involving enterprises not under common control | |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | Shiyan, Hubei province | Shiyan, Hubei province | Industrial investment, Online business consultation | 95.00% | Business combinations involving enterprises not under common control | |
| Suqian Sujiu Logistics Co.,Ltd. | Suqian, Jiangsu province | Suqian, Jiangsu province | Road general cargo transport, cargo distribution, freight forwarder | 100.00% | Establishment | |
| YANGHE CHILE SPA | Santiago, Chile | Santiago, Chile | Movable and real estate investment services, building construction services | 100.00% | Establishment |
9.2. Interests in associates and a joint venture
9.2.1. The impact of the Group’s associates on the Group is not significant.
Summarized information is as follows:
| Ending Balance/Amount in current period | Beginning Balance/Amount in previous period | |
| Associates: | -- | -- |
| Aggregated carrying amount of investments | 1,980,046.94 | 21,029,470.42 |
| Aggregate of the following items calculated in proportion to shareholding | -- | -- |
| Joint ventures: | -- | -- |
| Aggregate of the following items calculated in proportion to shareholding | -- | -- |
| --Net profit | -1,299,882.30 | -3,893,529.35 |
| -- Total comprehensive income | -1,299,882.30 | -3,893,529.35 |
10. Risks Related to Financial Instruments
The Group is exposed to various financial risks in the ordinary course of business, mainly including: Credit risk, Liquidityrisk, Market Risk, etc. The company's management is fully responsible for the formulation of risk management objectivesand policies, and takes responsibility for risk management objectives and policies. The objective of the Group's riskmanagement is to identify and analysis risk, minimizing the adverse impact of financial risks without excessive influenceon the company's competitiveness and resilience.
10.1. Credit Risks
Credit risk refers to the risk that one party of the financial instruments fails to perform its obligations andcauses the financial losses of the other party. Credit risk mainly related to accounts receivable, in orderto control the risk, company takes the following measures:
(1) Account receivable
Company mainly trade with franchiser, according to company credit policy, adopts the way of deliveryafter the payments finished. For some group purchase business, only deal with the reputable groupclients, and continuously monitor the balance of accounts receivable, as a result, there is no collateralrequired, credit risk management concentrate on the clients. The balance of accounts receivable is smalltill December 31, 2017. The company does not hold any collateral or other credit enhancement for thebalance of accounts receivable.
(2) Other receivable
The other receivables are mainly deposits, security deposits and reservation fund, employee businessloan and so on, which are related to infringement liability disputes. The company manages otherreceivables and continuously monitors its balance, to ensure the company does not face significant baddebt risks.
(3) The amount included in account receivables which does not overdue, impaired, and financial assetsoverdue but not impaired, duration analysis are as follows:
| Item | Ending Balance | ||||
| Within 1 year | 1-2 years | 2-3 years | Over 3 years | Total | |
| Account receivable | 5,149,816.55 | 3,621,893.85 | 12,493.33 | 2,049,351.46 | 10,833,555.19 |
| Other receivable | 14,638,635.49 | 2,497,442.07 | 7,213,051.26 | 14,839,793.55 | 39,188,922.37 |
(Continued)
| Item | Beginning Balance | ||||
| Within 1 year | 1-2 years | 2-3 years | Over 3 years | Total | |
| Account receivable | 10,606,134.17 | 215,155.07 | 634,408.63 | 2,070,727.13 | 13,526,425.00 |
| Other receivable | 11,429,831.72 | 8,983,426.12 | 1,027,111.55 | 10,310,940.86 | 31,751,310.25 |
(4) The impairment of company financial assets are Industrial And Commercial Bank Of China LimitedZhenzhou Jiefang Road Branch and Kaifeng Haode Branch 65,747,048.93 yuan deposit of Otherreceivable, the security deposit pay to Jiangsu Juntai Properties Co.,Ltd., Suqian Guotai DepartmentStore Co.,Ltd. bankruptcy administrator 15,000,000.00 yuan, bad debts provision of individual event is47,839,924.27 yuan, and investment to Suqian Traffic Investment Company Limited ofavailable-for-sale financial assets measure by cost is 948,000.00 yuan, full provision is made foravailable-for-sale financial assets impairment provisions.
10.2. Liquidity Risk
Liquidity risk refers to the risk of capital shortage when enterprise performs its obligations related tofinancial liabilities. The company uses various financing methods such as bill clearing and bank loan tooptimize the financing structure and maintain the balance between financing continuity and flexibility.
The company's financial liabilities according to the expiration of the remaining contract obligations asfollows:
| Item | Ending Balance | ||||
| Within 1 year | 1-2 years | 2-3 years | Over 3 years | Total | |
| Notes payable | 8,200,000.00 | 8,200,000.00 | |||
| Account payables | 1,111,403,574.47 | 1,111,403,574.47 | |||
| Other payables | 5,620,040,515.94 | 5,620,040,515.94 | |||
| long-term loan | 145,452.00 | 145,452.00 | |||
| Special payable | 199,107,530.75 | 199,107,530.75 | |||
(Continued)
| Item | Beginning Balance | ||||
| Within 1 year | 1-2 years | 2-3 years | Over 3 years | Total | |
| Notes payable | 960,000,000.00 | 960,000,000.00 | |||
| Account payables | 784,213,000.76 | 784,213,000.76 | |||
| Other payables | 4,867,632,425.33 | 4,867,632,425.33 | |||
| long-term loan | 181,816.00 | 181,816.00 | |||
| Special payable | 199,978,943.07 | 199,978,943.07 | |||
10.3. Market risk
Market risk is the fair value of financial instrument or future cash flow fluctuates due to the fluctuation ofmarket price, it mainly including: Interest rate risk, Foreign exchange risk, etc.
10.3.1. Interest rate risk
Interest rate risk refers to the fair value of financial instrument or future cash flow fluctuates due to thefluctuation of interest rate.
10.3.2. Foreign exchange risk
Foreign exchange risk arises from fluctuation in exchange rate, relevant to the assets and liabilities inforeign currency. The less import and export business happened, the lower impact of exchange ratefluctuation on company's operation.
The carrying amounts in RMB of the Group’s assets and liabilities denominated in foreign currencies aresummarized below:
| Item | Ending Balance | Beginning Balance | ||||
| Balance in foreign currency | Exchange rate | Balance in RMB | Balance in foreign currency | Exchange rate | Balance in RMB | |
| Cash and cash equivalents | ||||||
| Include: USD | 54,045,724.59 | 6.5342 | 353,145,573.62 | 1,876,834.37 | 6.9370 | 13,019,600.02 |
| HKD | 988,300.75 | 0.83591 | 826,130.48 | 2,502,326.06 | 0.89451 | 2,238,355.68 |
| Other receivables | ||||||
| Include: USD | 20.00 | 6.9370 | 138.74 | |||
| HKD | 227,665.60 | 0.83591 | 190,307.95 | 217,030.02 | 0.89451 | 194,135.52 |
| Available-for-sal e financial assets | ||||||
| Include: USD | 8,058,272.79 | 6.5342 | 52,654,366.05 | 8,112,175.00 | 6.9370 | 56,274,157.98 |
| Account payables | ||||||
| Include: USD | 198,911.03 | 6.5342 | 1,299,724.45 | |||
| Other payables | ||||||
| Include: HKD | 2,436,507.98 | 0.83591 | 2,036,701.39 | |||
| Net amount | 403,479,952.26 | 71,726,387.94 | ||||
11.Related Parties and Related Party Transactions
11.1.The parent company of the Company
| Name of Parent Company | Registration Place | Business Nature | Registered Capital | Shareholding Ratio by the Parent Company (%) | Voting Ratio by the Parent Company |
| Jiangsu Yanghe Group Co.,Ltd. | Suqian, Jiangsu | Sales of brewing machinery equipment, export of liquor, import of various raw and auxiliary materials, equipment and accessories required for production, industrial investment. | RMB 110.00 million | 34.16% | 34.16% |
Information about the Company’s parent company
The final control party of the Company is State-owned Assets Supervision and AdministrationCommission of Suqian
11.2. Subsidiaries of the Company:
The information about the subsidiaries of the Company refers to Note 9 Equity in Subsidiaries.
11.3. Joint venture and associate of the Company
The information about the joint venture and associate of the Company refers to the Notes.
Other joint ventures and associates whose related party transactions with the Company inthe current period or balance formed from related party transactions with the Company inthe prior period.
| Name of Joint Venture and Associate | Relationship with the Company |
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | Joint venture from January to September 2017 and holding subsidiary since October 2017 |
| Jiangsu Sujiu cultural transmission Co.,Ltd. | Joint venture |
11.4. Other related party
| Name of Other Related Party | Relationship with the Company |
| Shanghai Haiyan Logistics Development Co.,Ltd. | Holding 9.67% shares |
| Suning Consumer Finance Co.,Ltd. | joint stock company, holding 10% shares |
11.5. Related party transactions
11.5.1. Related transactions of purchase of goods / supply and receipt oflabor services
Statement of Purchase of Goods / Receipt of Labor Services
Unit: RMB
| Related Party | Transaction Content | Amount in 2017 | Approved Transaction amount | Whether it is over transaction amount or not | Amount in 2016 |
Statement of Sales of Goods and Rendering of Labor Services
Unit: RMB
| Related Party | Transaction Content | Amount in 2017 | Amount in 2016 |
| Shanghai Haiyan Logistics Development Co.,Ltd. | Sales of liquor | 21,254,112.01 | 19,859,376.09 |
| Jiangsu Sujiu cultural transmission Co.,Ltd. | Sales of liquor | 29,337,312.84 | 18,076,786.32 |
| Jiangsu Zhaiyougou E-commerce Co.,Ltd. [Note] | Sales of liquor | 3,240,000.00 |
Statement of Purchase and Sales of Goods, Supply and Receipt of Labor Services
[Note]Amount in 2016 was the related party transactions before share acquisition fromJanuary to March 2016.
11.5.2. Related party leasing
The Company as Lessor:
Unit:RMB
| Name of Lessee | Type of Leased Asset | Leasehold Income Recognized during Current Reporting Period | Leasehold Income Recognized during Previous Reporting Period |
The Company as Lessee:
Unit: RMB
| Name of Lessor | Type of Leased Asset | Leasing Fee Recognized during Current Reporting Period | Leasing Fee Recognized during Previous Reporting Period |
| Jiangsu Yanghe Group Co.,Ltd. | Building | 666,666.67 | 198,198.20 |
11.5.3. Other related party transactions
Deposit Business
The holding subsidiary Sujiu Group Jiangsu Wealth Management Co.,Ltd. separatelydeposited RMB 60 million,RMB 40 million and RMB 50 million in Suning ConsumerFinance Co.,Ltd. as one-year deposit. The total deposit is RMB 150 million.
11.6.Receivables and payables of related parties
11.6.1. Payables
Unit:RMB
| Item | Related Party | Ending Balance | Beginning Balance |
| Payment in Advance | Shanghai Haiyan Logistics Development Co.,Ltd. | 244,800.00 | 2,319.00 |
| Other Payables | Shanghai Haiyan Logistics Development Co.,Ltd. | 120,920.00 | 20,553,000.00 |
| Other Payables | Jiangsu Sujiu cultural transmission Co.,Ltd. | 100,000.00 |
12.Commitments and Contingencies
12.1. Significant commitments
Significant commitments existing on the balance sheet date
By the end of December 31st 2017, there were no important commitment issues to bedisclosed.
12.2. Contingencies
12.2.1Significant contingencies existing on the balance date
The holding subsidiary Sujiu Group Trade Joint-Stock Co.,Ltd. deposited RMB 1.3 billionin ICBC Zhengzhou Jiefang Road Sub-branch and ICBC Kaifeng Dehao Sub-branch. Forthe tort liability dispute events, Su wine trade group Limited by Share Ltd. had started civilproceedings to recover losses from the relevant responsible unit and person. On 12February 2015, Jiangsu Suqian intermediate people's court received the case acceptancenotice and accepted and heard the case. Jiangsu Suqian intermediate people's court sentcivil ruling paper separately on 30 October 2015 and 14 December 2015. The above tortliability dispute events were accepted by Jiangsu Suqian intermediate people's court.
Some infringers involved in criminal offence were tried. The above civil lawsuits are still inthe process of trial. By the end of 31 December 2017, the amount not yet recovered wasRMB 65,747,048.93.
Except for the above event, by the end of 31 December 2017, the Company had no othersignificant contingencies required to be disclosed.
13.Post Balance Sheet Event
13.1. the distribution of profits
Unit:RMB
| Profits or dividends planed to be distributed | 3,842,819,400.00 |
13.2. Other description for post balance sheet events
Significant foreign investment
On 5 January 2018, the holding subsidiary of the Company, Yanghe Chile SpA purchased4,996,212,080 shares of VSPT, Via San Pedro Tarapacá S.A. by bidding. The proportionof the total share capital is 12.50%。 The price per share is 7.90 peso.
Except for the above event, the Company had no other post balance sheet eventsrequired to be disclosed by the end of 26 April 2018.
14. Notes to Main Items of Parent Company Financial statements
14.1.Accounts receivable
14.1.1Disclosure of accounts receivable by categories
| Type | Ending balance | Beginning balance | ||||
| Book balance | Provision for bad debt | Book | Book | Provision for bad debt | Book | |
| value | balance | value | ||||||||
| Amoun t | Propo rtion (%) | Amoun t | Propo rtion of Provis ion (%) | Amou nt | Propo rtion (%) | Amount | Proporti on of Provisio n (%) | |||
| Accounts receivable tested for impairment on a portfolio basis | 7,526,7 09,429. 22 | 100.00 % | 7,526,7 09,429. 22 | 1,855, 067,9 08.49 | 100.00 % | 1,855,06 7,908.49 | ||||
| Total | 7,526,7 09,429. 22 | 100.00 % | 7,526,7 09,429. 22 | 1,855, 067,9 08.49 | 100.00 % | 1,855,06 7,908.49 | ||||
Unit: RMBAccounts receivable with significant single amount and tested for impairment individually:
□ Applicable √ N/A
In the portfolio,accounts receivable tested for impairment by aging analysis method:
□ Applicable √ N/A
In the portfolio,accounts receivable tested for impairment by balance percentage method:
□ Applicable √ N/A
In the portfolio,accounts receivable tested for impairment by other methods:
Other portfolios are account receivables of holding subsidiaries with no provision for baddebt.
14.1.2.Top five entities with the largest balances of the accountreceivables
| Name of debtors | Ending balance | Proportion in the total (%) | Provision Amount |
| Jiangsu Yanghe Liquor Operation Managment Co.,Ltd | 6,667,481,941.23 | 88.58 | |
| Siyang Lantu Liquor Operation Co.,Ltd. | 479,592,284.37 | 6.37 | |
| Jiangsu Dongdi Union International Trade Co.,Ltd. | 204,709,486.55 | 2.72 | |
| Jiangsu Shuanggou Distillery Stock Co.,ltd. | 94,826,123.22 | 1.26 | |
| Miluo Miluo Chunjiuye Co.,Ltd. | 31,301,728.79 | 0.42 | |
| Total | 7,477,911,564.16 | 99.35 |
14.2. Other receivables
14.2.1Disclosure of other receivable by categories
Unit: RMB
| Type | Ending balance | Beginning balance | ||||||||
| Book balance | Provision for bad debt | Book value | Book balance | Provision for bad debt | Book value | |||||
| Amoun t | Propo rtion (%) | Amoun t | Propo rtion of Provis ion (%) | Amou nt | Propo rtion (%) | Amount | Proporti on of Provisio n (%) | |||
| Other receivables with significant single amount and tested for impairment individually | 15,000, 000.00 | 1.27% | 15,000, 000.00 | 100.00 % | 15,00 0,000. 00 | 0.14% | 15,000, 000.00 | 100.00% | ||
| Other receivables tested for impairment on a portfolio basis | 1,161,7 29,311. 41 | 98.73 % | 1,363,1 79.37 | 1,160,3 66,132. 04 | 10,36 3,606, 962.4 9 | 99.86 % | 1,145,4 80.75 | 10,362,4 61,481.7 4 | ||
| Total | 1,176,7 29,311. 41 | 16,363, 179.37 | 1,160,3 66,132. 04 | 10,37 8,606, 962.4 9 | 16,145, 480.75 | 10,362,4 61,481.7 4 | ||||
Other receivable with significant single amount and tested for impairment individually:
√ Applicable □ N/A
Unit:RMB
| Other receivables(by unit) | Ending balance | |||
| Other receivables | Provision for bad debt | Proportion of Provision | Reason | |
| Jiangsu Juntai Properties Co.,Lt., Suqian Guotai Department Store Co.,Ltd. bankruptcy administrator | 15,000,000.00 | 15,000,000.00 | 100.00% | Estimated unable to recover |
| Total | 15,000,000.00 | 15,000,000.00 | -- | -- |
In the portfolio,accounts receivable tested for impairment by aging analysis method:
√ Applicable □ N/A
Unit: RMB
| Aging | Ending Balance | ||
| Other receivables | Provision for bad debt | Proportion of Provision | |
| Subtotal of amount within 1 year | |||
| Subtotal of amountwithin 1 year | 3,198,436.61 | 159,921.84 | 5.00% |
| 1-2 years | 294,595.44 | 29,459.54 | 10.00% |
| 2-3 years | 1,381,353.00 | 414,405.90 | 30.00% |
| 3-4 years | 181,525.40 | 90,762.70 | 50.00% |
| 4-5 years | 716,850.78 | 573,480.62 | 80.00% |
| Over 5 years | 95,148.77 | 95,148.77 | 100.00% |
| Total | 5,867,910.00 | 1,363,179.37 | 23.23% |
Statement of determining the basis of portfolio:
In the portfolio,accounts receivable tested for impairment by balance percentage method:
□ Applicable √ N/A
In the portfolio,other receivable tested for impairment by other methods:
√ Applicable □ N/A
Other portfolios are receivables of holding subsidiaries with no provision for bad debt.
14.2.2. Provision, recovery or reversal for bad debt in the current period.
The provision for bad debt was RMB 480,654.94 in the current period; The amount ofrecovery or reversal was RMB 0.00.
Significant recovery or reversal for bad debt in the current period:
Unit: RMB
| Company name | recovery or reversal | Way of recovery |
14.2.3. Disclosure of other receivable by nature
Unit: RMB
| Nature | Ending balance | Beginning balance |
| Loans of subsidiaries within the scope of the merger | 1,155,861,401.41 | 10,357,689,016.70 |
| Deposit | 15,020,000.00 | 15,770,022.17 |
| Business loans and cash reserve | 3,572,581.57 | 1,561,174.87 |
| Other | 2,275,328.43 | 3,586,748.75 |
| Total | 1,176,729,311.41 | 10,378,606,962.49 |
14.2.4. Top five entities with the largest balances of the other receivables
Unit: RMB
| Company Name | Category | Ending Balance | Aging | Proportion in total receivables (%) | Provisioning amount at period end |
| Guizhou Guijiu Co.,Ltd. | Loans | 598,294,192.86 | RMB 345,078,300.00 within 1 year ,RMB 253,215,892.86 in 1 to 2years | 50.84% | |
| YANGHE CHILE SPA | Loans | 326,710,000.00 | Within 1 year | 27.76% | |
| Sujiu Group Jiangsu Wealth Management Co.,Ltd. | Loans | 113,725,408.38 | Within 1 year | 9.67% | |
| Shiyan Baiquan Wine Industry Co.,Ltd. | Loans | 98,893,000.00 | RMB 4,160,000.00 within 1 year ,RMB 4,373,000.00 in 1 to 2 years, RMB 33,960,000.00 in 2 to 3years, RMB 16,600,000.00 in 3 to 4 years,RMB 39,800,000.00 in 4 to 5years | 8.40% | |
| Jiangsu Juntai Properties Co.,Lt., Suqian Guotai Department Store Co.,Ltd. bankruptcy administrator deposit | Deposit | 15,000,000.00 | Over 5 years | 1.28% | 15,000,000.00 |
| Total | -- | 1,152,622,601. 24 | -- | 97.95% | 15,000,000.00 |
14.3. Long-term equity investments
Unit: RMB
| Item | Ending Balance | Beginning Balance | ||||
| Book balance | Impairment provision | book value | Book balance | Impairment provision | book value | |
| Investment in subsidiaries | 5,408,241,18 0.24 | 5,408,241,18 0.24 | 2,596,152,80 0.62 | 2,596,152,80 0.62 | ||
| Investment of the joint venture and Associated Enterprise | 18,813,015.0 4 | 18,813,015.0 4 | ||||
| Total | 5,408,241,18 0.24 | 5,408,241,18 0.24 | 2,614,965,81 5.66 | 2,614,965,81 5.66 | ||
14.3.1. Investment in subsidiaries
Unit: RMB
| Investee | Beginning Balance | Increase | Decrease | Ending Balance | Provision for impairment of the current period | End balance of provision for impairment |
| Jiangsu Yanghe Package Co.,Ltd. | 153,109,422. 39 | 153,109,422. 39 | ||||
| Suqian Yanghe Guibinguan Co.,Ltd. | 700,000.00 | 700,000.00 | ||||
| Jiangsu Shuanggou Distillery Stock Co.,ltd. | 1,713,152,32 0.00 | 1,713,152,32 0.00 | ||||
| Su wine trade group Limited by Share Ltd | 285,225,078. 23 | 285,225,078. 23 | ||||
| Jiangsu Yanghe Liquor Operation Managment Co.,Ltd | 10,983,280.0 0 | 10,983,280.0 0 | ||||
| Jiangsu Dongdi Union International Trade Co.,Ltd. | 5,000,000.00 | 5,000,000.00 | ||||
| Jiangsu Dongdixinghui | 5,000,000.00 | 5,000,000.00 |
| International Trade Co.,Ltd | ||||||
| Siyang Lantu Liquor Operation Co.,Ltd. | 3,161,700.00 | 3,161,700.00 | ||||
| Shiyan Baiquan Wine Industry Co.,Ltd. | 3,000,000.00 | 3,000,000.00 | ||||
| Siyang Yanghe Package Service Co.,Ltd. | 4,000,000.00 | 4,000,000.00 | ||||
| Miluo Miluo Chunjiuye Co.,Ltd. | 2,129,000.00 | 2,129,000.00 | ||||
| Harbin Binzhou Brewery Co.,Ltd. | 2,000,000.00 | 2,000,000.00 | ||||
| Sujiu Group Jiangsu Wealth Management Co.,Ltd. | 200,000,000. 00 | 2,800,000,00 0.00 | 3,000,000,00 0.00 | |||
| Jinagsu Kelite Biology Technology Research Institute Co.,Ltd. | 10,000,000.0 0 | 10,000,000.0 0 | ||||
| Jiangsu Lion and Sheep Network Technology Co.,Ltd. | 5,392,000.00 | 50,000.00 | 5,442,000.00 | |||
| Guizhou Guijiu Co.,Ltd. | 193,300,000. 00 | 193,300,000. 00 | ||||
| Jiangsu Yanghe Weiketang Network Technology | 300,000.00 | 300,000.00 |
| Co.,Ltd. | ||||||
| Dream Blue Chuanhaihui (Shiyan) Trade Investment Co.,Ltd. | 15,738,379.6 2 | 15,738,379.6 2 | ||||
| Total | 2,596,152,80 0.62 | 2,816,088,37 9.62 | 4,000,000.00 | 5,408,241,18 0.24 |
14.3.2. Investment of the joint venture and associated enterprise
Unit: RMB
Balance of
| Investee | Beginnin g Balance | Changes in Current Period | Ending Balance | Ending provision for n | |||||||
| Increase | Decrease | Profit or loss under equity method | Other adjustme nts in overall income | Other changes in equity | Announc ement to pass cash divided or profit | Provision for n | Other | ||||
| 1.Joint Venture | |||||||||||
| 2.Associated Enterprise | |||||||||||
| Dream Blue Chuanh aihui (Shiyan ) Trade Investm ent Co.,Ltd. | 18,813, 015.04 | -1,000, 000.00 | -2,074, 635.42 | -15,738 ,379.62 | 0.00 | ||||||
| Subtotal | 18,813, 015.04 | -1,000, 000.00 | -2,074, 635.42 | -15,738 ,379.62 | 0.00 | ||||||
| Total | 18,813, 015.04 | -1,000, 000.00 | -2,074, 635.42 | -15,738 ,379.62 | |||||||
depreciatio
14.3.3. Operating income and operating costs
Unit:RMB
| Item | Current Period | Previous Period | ||
| Operating income | Operating cost | Operating income | Operating cost | |
| Primary business | 6,723,099,100.17 | 5,495,546,962.23 | 6,409,829,378.90 | 5,527,753,361.73 |
| Other business | 564,333,847.88 | 529,578,197.52 | 484,995,549.30 | 479,758,300.60 |
| Total | 7,287,432,948.05 | 6,025,125,159.75 | 6,894,824,928.20 | 6,007,511,662.33 |
14.3.4. Investment income
Unit: RMB
| Item | Current Period | Previous Period |
| Income from long-term equity investments under the cost method | 5,590,572,005.23 | 4,665,873,473.65 |
| Income from long-term equity investments under the equity method | -2,074,635.42 | -4,128,507.78 |
| Investment income from the disposal of long-term equity investment | 5,873,795.89 | -12,746,480.13 |
| Investment income from holding available-for-sale financial assets | 13,940,148.16 | 22,535,410.38 |
| Investment income from the disposal of available-for-sale financial assets | 90,627,738.02 | 130,338,112.14 |
| Other investment income | 218,369,154.01 | 52,657,190.75 |
| Total | 5,917,308,205.89 | 4,854,529,199.01 |
15.Supplementary Information
15.1. Detailed statement of non-recurring profits and losses
√ Applicable □ N/A
Unit: RMB
| Item | Amount | Notes |
| Profit or loss from disposal of non-current assets | -8,598,844.11 | |
| 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 State's uniform standards) | 44,745,640.94 | |
| Except for effectively hedging business related to normal 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 | 90,627,738.02 | Disposal of available-for-sale financial assets |
| as investment profit or loss produced from the disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets | ||
| Impairment provision reversal of the accounts receivable on which the impairment test is carried out separately | 300,000.00 | |
| Other non-operating income and expenditure except above-mentioned items | 11,559,390.23 | |
| Other profit and loss items that conform to the definition of non-recurring gains and losses | 516,824,879.08 | |
| Less: Effect of income tax | 164,658,711.09 | |
| Effect of minority equity | 17,057.62 | |
| Total | 490,783,035.45 | -- |
Explain the reasons if the Company classifies an item as a non-recurring profit/lossaccording to the definition in the Explanatory Announcement No. 1 on Information
Disclosure for Companies Offering Their Securities to the Public—Non-Recurring Profitsand Losses, or classifies any non-recurring profit/loss item mentioned in the saidexplanatory announcement as a recurring profit/loss item
□ Applicable √ N/A
15.2. Return on Equity & Earnings per Share
| Profit During Reporting Period | Weighted Average ROE(%) | EPS | |
| Basic EPS | Diluted EPS | ||
| Net profits attributable to ordinary shareholders of the Company | 24.08% | 4.40 | 4.40 |
| Net profits attributable to ordinary shareholders of the Company after deduction of extraordinary gain and loss | 22.30% | 4.07 | 4.07 |
Section XII Documents Available for Preference
1. Financial statements signed and stamped by the legal representative, the financialhead and the accounting supervisor;
2. The original of the auditor’s report with the seal of the accounting firm, and signed andstamped by CPAs;
3. The originals of all company documents and announcements that are disclosed to thepublic via reports designated by CSRC during the Reporting Period;
4. The original of the 2017 annual report signed by the legal representative.
The above documents placed in shareholder reading room of corporate headquarters.
Address: No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province