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张 裕B:2019年第一季度报告正文(英文版)2019-04-27  

						                                    2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.


Stock Code: 000869. 200869       Stock Abbreviation: Changyu A, Changyu B                    Notice No.: 2019-Final 02




                     Yantai Changyu Pioneer Wine Co., Ltd.

                        2019 the First Quarter Report Main Body



                                     I. Important Notice

The Company’s board of directors, board of supervisors, directors, supervisors and senior
executives guarantee the truthfulness, accuracy and completeness of contents contained in this
quarter report as well as no unfaithful facts, misleading statements or significant omissions
and undertake individual and collective legal liabilities.


All directors attended the board meeting for deliberating this quarter report.


Mr. Zhou Hongjiang (person in charge of the Company) and Mr. Jiang Jianxun (person in
charge of accounting work, person in charge of accounting organization and person in charge
of accounting) declare to assure the truthfulness, accuracy and completeness of the financial
statement in this quarter report.




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                                       2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.



                                II、Corporate Information
1. Key accounting data and financial indicators

Whether the Company need to make retroactive adjustments or restate the accounting data of
previous fiscal years.
□ Yes √ No

                                                                          More or less than the
                                                      The same period of
              Item                 This report period                    same period of last year
                                                           last year
                                                                                  (%)
Operating revenue (CNY)                 1,667,424,758    1,804,057,976                    -7.57%
Net profit attributed to the
shareholders of the listed                 456,381,471                479,444,238                              -4.81%
company (CNY)
Net profit attributed to the
shareholders of the listed
                                           450,709,661                466,181,564                              -3.32%
company after deducting the
irregular profit and loss (CNY)
Net cash flows from the
                                           294,678,342                507,263,964                            -41.91%
operating activities (CNY)
Basic earnings per share
                                                       0.67                      0.70                          -4.29%
(CNY)
Diluted earnings per share
                                                       0.67                      0.70                          -4.29%
(CNY)
Weighted average for earning
                                                     4.75%                     5.24%                           -0.49%
rate of the net assets
                                       The end of this                      More or less than the end
                                                       The end of last year
                                        report period                           of last year (%)
Total assets (CNY)                     13,317,351,339 13,117,729,052                            1.52%
Net Assets attributed to the
shareholders of the listed             10,055,194,755             9,606,099,365                                  4.68%
company (CNY)

Details of irregular profit and loss
V Yes □ No

                                                                                                      Unit:CNY
                                                          From beginning of year
                        Item                                                                     Explanation
                                                          to end of report period
Gain on disposal of non-current assets, including
                                                                                 1,138
the reversal of accrued impairment provision
Government grants credited in profit and loss
(except for those recurring government grants
that are closely related to the entity's operation,                        6,172,178
in line with related regulations and have proper
basis of calculation)


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                                     2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.


  Other non-operating income and expenses                           1,259,563
  Less: Income tax effect                                           1,741,770
         Minority interests effect(after-tax)                           19,299
  Total                                                             5,671,810            --

  The reasons shall be made clear and definitely as to the non-recurring profit and loss that the
  Company has defined by virtue of the Explanatory Announcement on Public Company’s
  Information Disclosure No.1 - Non-recurring Profit and Loss and as to regarding the non-recurring
  profit and loss as recurrent profit and loss as specified in the Explanatory Announcement on Public
  Company’s Information Disclosure No.1 –Non-recurring Profit and Loss.
  □Available Not available
  There is no situation that non-recurring profit and loss is defined and specified as recurrent profit
  and loss in accordance with the Explanatory Announcement on Public Company’s Information
  Disclosure No.1 - Non-recurring Profit and Loss during the report period.

   2. The total number of shareholders and top 10 shareholders at the end of the report period
   1) The number of the common shareholders and preferred shareholders with recovered voting
       power as well as the shareholding of top 10 shareholders
                                                                                          Unit: share
                                                          Total number of preferred                   0
Total number of common shareholders 45,104                shareholders with recovered
at the end of report period                               voting power at the end of re
                                                          port period
                                  Shareholding of top 10 shareholders
                                                                                Number      Pledged or
                                      Character of Percentage                      of         frozen
        Name of Shareholders                                     Shares held
                                      shareholders      (%)                    restricted Share
                                                                                                 Amount
                                                                                 shares status
                                    Domestic non-
YANTAI CHANGYU GROUP
                                    state-owned         50.40% 345,473,856              0               0
COMPANY LIMITED
                                    legal person
                                    Foreign legal
GAOLING FUND,L.P.                                        3.08% 21,090,219               0               0
                                    person
CHINA SECURITIES FINANCE            State-owned
                                                         2.25% 15,440,794               0
CORP                                legal person
BBH BOS S/A FIDELITY FD -           Foreign legal
                                                         2.22% 15,241,826               0               0
CHINA FOCUS FD                      person
SHENWAN HONGYUAN                    Foreign legal
SECURITIES(HONGKONG)                person               1.24% 8,492,763                0               0
LIMITED
FIDELITY PURITAN TRUST:             Foreign legal
FIDELITY SERIES INTRINSIC           person               0.93% 6,350,762                0               0
OPPORTUNITIES FUND
GUOTAI JUNAN                        Foreign legal
SECURITIES(HONGKONG)                person               0.80% 5,516,796                0               0
LIMITED
CENTRAL HUIJIN ASSET                State-owned
                                                         0.69% 4,761,200                0               0
MANAGEMENT LTD.                     legal person

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                                     2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.


VANGUARD EMERGING                     Foreign legal
MARKETS STOCK INDEX                   person               0.55% 3,788,487                 0             0
FUND
FIDELITY CHINA SPECIAL                Foreign legal
                                                           0.55% 3,779,202                 0             0
SITUATIONS PLC                        person
                       Shareholding of top 10 shareholders with unrestricted shares
                   Name of Shareholders                       Number of               Type of share
                                                              unrestricted     Type of         Amount
                                                              shares held       share
YANTAI CHANGYU GROUP COMPANY LIMITED                         345,473,856 A share               345,473,856
GAOLING FUND,L.P.                                              21,090,219 B share               21,090,219
CHINA SECURITIES FINANCE CORP                                  15,440,794 A share               15,440,794
BBH BOS S/A FIDELITY FD - CHINA FOCUS FD                       15,241,826 B share               15,241,826
SHENWAN HONGYUAN SECURITIES(HONGKONG)                                        B share
                                                                8,492,763                        8,492,763
LIMITED
FIDELITY PURITAN TRUST: FIDELITY SERIES                                      B share
                                                                6,350,762                        6,350,762
INTRINSIC OPPORTUNITIES FUND
GUOTAI JUNAN SECURITIES (HONGKONG) LIMITED                      5,516,796 B share                5,516,796
CENTRAL HUIJIN ASSET MANAGEMENT LTD.                            4,761,200 A share                4,761,200
VANGUARD EMERGING MARKETS STOCK INDEX                                        B share
                                                                3,788,487                        3,788,487
FUND
FIDELITY CHINA SPECIAL SITUATIONS PLC                           3,779,202 B share                3,779,202
                                       Among the top 10 shareholders, Yantai Changyu Group Company
The explanation for the associated
                                       Limited has no associated relationship or accordant action
relationship and accordant action of
                                       relationship with the other 9 listed shareholders, and the
the top 10 shareholders
                                       relationship among the other shareholders is unknown.
Explanation for the top 10 common
shareholders who involved in
                                       No
financing activities and stock trading
business(if any)

  Whether or not the Company’s top 10 common shareholders and top 10 common shareholders with
  unrestricted shares promise to buy back trading during the report period
  □ Yes √ No
  There are no top 10 common shareholders and top 10 common shareholders with unrestricted shares
  in the Company promise to buy back trading during the report period.

  2) The total number of the preferred shareholders and top 10 preferred shareholders at the end of
     the report period

  □Available √Not available




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                                    2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.




                                              III Major Issue

1. Situation and reason of change in major financial data and financial index during the
   report period

   √Available    □Not available

Compared the end of the report period with the beginning of the report period: Monetary fund
increased by 14.28%, mainly due to the reduce in cash outflow for investment activities and
increase in bank deposit. Notes receivable increased by 64.09%, mainly due to increased amount of
bank acceptances. Advance payment decreased by 55.58%, mainly due to the decrease in advance
payment for raw material procurement. Interest receivable increased by 39.65%, mainly due to the
increased interest of bank term deposits. Non-current liabilities due within one year increased by
21.39%, mainly due to the transfer of long-term account payable.

Compared with the same period of last year: operating revenue decreased by 7.57%, which was
caused by four reasons. Firstly, in order to implement the strategy of “Focus on high quality, Focus
on mid-to-high end and Focus on big product”, the prices of low-end wines were raised at the end
of November 2018. Due to the pressure-bearing process of the market, the low-end wines have
fallen sharply. Secondly, due to aging of products as well as relatively concentrated markets, the
low-end brandy has shown a downward trend since last year. However, the growth of mid-to-high-
end brandy is not enough to make up for the decline of low-end brandy. Thirdly, the sales policy of
imported wines has further focused on the acquisition brands including Kilikanoon and Indomita etc,
which results in a decline in non-acquisition brands in imported wines and drags down the overall
growth of imported wines. Fourthly, listed company adjusted about 20% of provincial managers
and marketing personnel in February, which also had a certain impact on current indicators.

Compared with the same period of last year: sales expense decreased by 14.9%, mainly due to
decrease in advertising expense. Financial expense decreased by 156.04%, mainly due to offset of
financial expense by received loan with discounted interest. Net profit attributable to parent
company decreased by 4.81%, mainly due to decrease in income. Net cash flow from operating
activities decreased by 41.91%, mainly due to reduce in received cash of selling products and
providing service. Cash inflow from investment activities increased by 9064.93%, mainly due to
increase in withdrawal of fixed term deposit. Cash outflow for investment activities decreased by
73.86% and net cash flow from investment activities increased by 79.14%, mainly due to the reduce
in the cash paid for purchasing fixed term deposit. Net increase in cash and cash equivalents
increased by 24149.03%, mainly due to reduce in cash outflow for investment activities.

2. Analysis explanation of major issue’s process, influence and solution


□Available √ Not available

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                                       2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.


     Implementation progress of share repurchase
     □Available √ Not available
     Implementation progress of reducing or repurchasing shares by the way of centralized bidding
     □Available √ Not available

     3. The commitments that the Company’s actual controllers, shareholders, related parties,
        purchasers, the Company and other related parties do not implement completely
        exceeding the time limit within report period
     √Available  □Not available

                 Commitment Commitment             Commitment         Commitment Commitment
 Commitments                                                                                Implementation
                    Party      Type                  content             time      period
Commitments at
                 -                             -
share reform
Commitments
made in
acquisition      -                             -                                        -                 -
report or equity
changes report
Commitments at
asset            -                             -                                        -                 -
restructuring
                 Yantai
                 Changyu    Solve                                                                         Has        been
                                               Non-horizontal
                 Group Co., horizontal                        1997.05.18                Permanent         fulfilling  the
                                               competition
                 Ltd.       competition                                                                   commitment

                                            According      to                                             According     to
                                            Trademark                                                     Trademark
                                            License                                                       License
                                            Contract,     the                                             Contract,    the
                                            annual                                                        annual
                                            trademark use                                                 trademark use
Commitments at                              fee            of                                             fee charged by
the initial public                          trademarks                                                    Yantai Changyu
offering or        Yantai
                              Define    the including “ 张                                               Group Co., Ltd.
refinancing        Changyu                                                                                 should       be
                              use        of 裕 ” (Changyu)
                   Group Co.,                                 1997.05.18                Permanent         mainly used to
                              trademark use paid by the
                   Ltd.                                                                                   publicize
                              fee           Company        to
                                            Yantai Changyu                                                trademarks
                                            Group Co., Ltd.                                               including “ 张
                                             should        be                                             裕 ” (Changyu)
                                            mainly used by                                                and contractual
                                            Yantai Changyu                                                products. Except
                                            Group Co., Ltd.                                               the period from
                                            to      publicize                                             2013 to 2017
                                            trademarks                                                    when      Yantai

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                                        2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.


                                                including “ 张                                            Changyu Group
                                                裕 ” (Changyu)                                            Co., Ltd. didn’t
                                                and contractual                                            strictly fulfill the
                                                products.                                                  commitment,
                                                                                                           Yantai Changyu
                                                                                                           Group Co., Ltd.
                                                                                                           has            been
                                                                                                           fulfilling       the
                                                                                                           commitment.
Equity incentive
commitments
Commitments
made to the
minority         -                              -                                        -                 -
shareholders of
the Company
Commitment
under timely
                 No
implementation
or not
                               According to Trademark License Contract (hereafter referred to as “this
                               Contract”), Changyu Group promised that the annual trademark use fee paid
                               by the Company to Changyu Group would be mainly used by Changyu Group
                               to publicize these trademarks and contractual products. However, the above-
                               mentioned "mainly" is not a specific number. During the implementation
                               process, due to inconsistent understanding, it is easy to cause divergence and
                               leads to problems.
                               Changyu Group totally charged trademark use fee of CNY420,883,902 from
                               2013 to 2017. Based on this Contract, the amount (51% of trademark use fee)
                               used for publicity of trademarks including “张裕” (Changyu) and contractual
                               products involved in this Contract should be CNY214,650,790, compared to
                               which, the amount that has already been used for publicity of trademarks
For commitments that exceed including “张裕” (Changyu) and contractual products involved in this
the time limit and are not     Contract is CNY50,025,181 with a balance of CNY164,625,609. In addition,
completed, specific reasons of
                               Changyu Group totally charged 2017 annual and 2018 annual trademark use
not completing the
                               fee of CNY155,623,907 in 2018 and 2019. Based on This Contract, the
implementation and the next
                               amount (51% of trademark use fee) used for publicity of trademarks including
step
                               “张裕” (Changyu) and contractual products involved in this Contract should
                               be CNY79,368,193, compared to which, the amount that has already been
                               used for publicity of trademarks including “张裕” (Changyu) and contractual
                               products involved in This Contract is CNY12,225,187 with a balance of
                               CNY67,143,006.
                               From 2013 to now, the total balance of trademark use fee used for publicity of
                               trademarks including “张裕” (Changyu) and contractual products involved in
                               this Contract is CNY231,768,615.
                               Changyu Group promised that Changyu Group would use the trademark use
                               fee that would be charged for 2019 annual to 2022 annual to offset above-
                               mentioned total balance. If it is not enough, the insufficient amount will be
                               complemented for one time in 2023; if it is sufficient, Changyu Group will

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                                    2019 the First Quarter Report Main Body of Yantai Changyu Pioneer Wine Co., Ltd.


                           begin to charge the excess trademark use fee from the year when there
                           generates excess trademark use fee.
                           If Changyu Group is not able to implement the above-mentioned commitment owing
                           to various reasons, the Company will timely supervise and urge Changyu Group to
                           fulfill its commitment and request Changyu Group to raise funds through bank
                           loaning, assets sales and equity sales etc in order to implement the commitment.
                           For detailed information, please refer to the Company’s Announcement of
                           Commitment Issues of Yantai Changyu Group Co., Ltd disclosed on April 4th, 2019.
4. Forecast on the operating performance in the period from January to June of 2019
Warning and explanation for the estimation on the possible loss of cumulative net profit in the
period from the beginning of this year to the end of the next report period or the great change
comparing with same period of last year.
□Available √ Not available

5. Situation of security investment
□Available √ Not available
There is no security investment during the report period.


6. Situation of derivative investment
□Available √ Not available
There is no derivative investment during the report period.


7. The activities registration form of receptions, communication and interview etc. during the
report period
□Available √ Not available
There are no activities of receptions, communication and interview etc. during the report period.


8. Situation of illegal external guarantee
□Available √ Not available
There is no illegal external guarantee during the report period.

9. Situation of non-operating fund occupation of controlling shareholders and related parties
□Available √ Not available
There is no non-operating fund occupation of controlling shareholders and related parties during the
report period.




                                                                Yantai Changyu Pioneer Wine Co., Ltd.
                                                                                   Board of Directors
                                                                                       April 27th 2019

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