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张 裕B:2019年第三季度报告正文(英文版)2019-10-30  

						                                2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.


Shares Code: 000869、200869   Shares Abbreviation: Changyu A、Changyu B             Notice No.: 2019-Final04




            Yantai Changyu Pioneer Wine Company Limited

                      2019 the Third Quarter Report Main Body




                                       October 2019




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                                 2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.



                                   I. Important Notice

The board of directors, the board of supervisors, directors, supervisors and senior executives
of the Company guarantee the truthfulness, accuracy and completeness of the contents
contained in the third quarter report with no false records, misleading statements or
significant omissions, and undertake individual and joint legal liabilities.

All directors attended the meeting for deliberating this quarter re port.


Mr. Zhou Hongjiang (Person in charge of the Company), Mr. Jiang Jianxun (Pe rson in
charge of accounting work) and M rs. Guo Cuimei (Person in charge of accounting organ &
Accountant in charge) assure the truthfulness, accuracy and completeness of the financial
statements in the third quarter report.




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                                         2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.



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

  Whether the Company makes retroactive adjustments or restates the accounting data of previous
  fiscal years.
  □Yes √ No

                                 The end of this     The end of last year       More or less than
                                 report period                                  last year (%)
Total assets (CNY)                 13,191,032,907.00          13,117,729,052.00                0.56%
Net Assets attributed to the
shareholders of the listed          9,900,902,802.00                        9,606,099,365.00                        3.07%
company (CNY)
                                                                       From the           More or
                                                     More or less than beginning of the less than
                                  This report period
                                                      last year (%)    year to the end of last year
                                                                       this report period    (%)
Operating income (CNY)               968,100,175.00             -6.22% 3,526,374,960.00       -8.66%
Net profit attributed to the
shareholders of the listed               125,557,834.00                      -6.24% 728,961,623.00                -5.30%
company (CNY)
Net profit attributed to the
shareholders of the listed
company after deducting the              119,702,422.00                      8.31% 672,193,117.00                 -6.28%
irregular profit and loss
(CNY)
Net cash flow from operating
                                             --                        --               645,331,713.00           -16.93%
activities (CNY)
Basic earnings per share
                                                      0.18                   -5.26%                   1.06        -5.36%
(CNY)
Diluted earnings per share
                                                      0.18                   -5.26%                   1.06        -5.36%
(CNY)
Weighted average for earning
                                                   1.31%                     -0.12%                 7.38%         -0.97%
rate of the net assets

  Details of irregular profit and loss
  √Available □Not available
                                                                                                         Unit:CNY
                                                                Amount from the
                          Item                               beginning of the year to              Explanation
                                                             the end of report period
  Gain on disposal of non-current assets, including
                                                                             -166,664.00
  the reversal of accrued impairment provision
  Government grants credited in profit and loss
  (except for those recurring government grants
                                                                          69,007,365.00
  that are closely related to the entity's operation,
  in line with related regulations and have proper

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                                    2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.


basis of calculation)
In addition to the effective hedging business
related to the Company’s normal business, the
profit and loss from changes in fair value arising
from the holding of transactional financial assets,
derivative financial assets, transactional financial
liabilities and derivative financial liabilities, and                   830,841.00
the investment income from disposal of
transactional financial assets, derivative financial
assets, transactional financial liabilities,
derivative financial liabilities and other debt
investments
Other non-operating income and expenses                               5,352,597.00
Less: Income tax effect                                              18,196,023.00
Minority interests effect(after-tax)                                     59,610.00
Total                                                                56,768,506.00                   --

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

2. The total number of s hareholders and the shareholding of top 10 shareholders at the end
    of the report period
1) The total number of common shareholders and the total number of preferred shareholders with
    recovered voting power as well as the shareholding of top 10 shareholders
                                                                                          Unit: share
                                     42639                     Total number of preferred           0
Total number of common
                                                               shareholders with recovere
shareholders at the end of report
                                                               d voting power at the end o
period
                                                               f report period (if have)
                                  The top 10 common shareholders
                                                                               Number Pledged or
                                                  Shareholdin Number of            of       frozen
                                     Character of
      Name of Shareholders                           g ratio       holding     restricte
                                     shareholders                                        Share Num
                                                      (%)           shares         d
                                                                                         status ber
                                                                                shares
                                   Domestic non-
YANTAI CHANGYU GROUP
                                   state-owned         50.40% 345,473,856              0      --    0
CO. LTD.
                                   legal person
GAOLING FUND,L.P.                  Foreign legal         3.08% 21,090,219              0      --    0
                                   person
CHINA SECURITIES                   State-owned           2.25% 15,440,794              0      --    0
FINANCE CORP                       legal person

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                                   2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.


BBH BOS S/A FIDELITY FD - Foreign legal
                                                         2.22% 15,241,826               0      --    0
CHINA FOCUS FD                    person
SHENWAN HONGYUAN
                                  Foreign legal
SECURITIES(HONG KONG)                                    1.27%        8,732,233         0      --    0
                                  person
LIMITED
FIDELITY PURITAN TRUST:
                                  Foreign legal
FIDELITY SERIES INTRINSIC                                0.93%        6,350,762         0      --    0
                                  person
OPPORTUNITIES FUND
GUOTAI JUNAN
                                  Foreign legal
SECURITIES(HONGKONG)                                     0.76%        5,207,553         0      --    0
                                  person
LIMITED
CENTRAL HUIJIN ASSET              State-owned
                                                         0.69%        4,761,200         0      --    0
MANAGEMENT LTD.                   legal person
VANGUARD EMERGING
                                  Foreign legal
MARKETS STOCK INDEX                                      0.55%        3,788,487         0      --    0
                                  person
FUND
FIDELITY CHINA SPECIAL Foreign legal
                                                         0.55%        3,779,202         0
SITUATIONS PLC                    person
                  The shareholding of top 10 shareholders with unrestricted shares
                  Name of Shareholders                     Number of             Type of share
                                                           unrestricted     Type of        Number
                                                           shares held        share
YANTAI CHANGYU GROUP CO. LTD.                               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(HONG
                                                              8,732,233 B share             8,732,233
KONG) LIMITED
FIDELITY PURITAN TRUST: FIDELITY SERIES
                                                              6,350,762 B share             6,350,762
INTRINSIC OPPORTUNITIES FUND
GUOTAI JUNAN SECURITIES(HONGKONG)
                                                              5,207,553 B share             5,207,553
LIMITED
CENTRAL HUIJIN ASSET MANAGEMENT LTD.                          4,761,200 A share             4,761,200
VANGUARD EMERGING MARKETS STOCK
                                                              3,788,487 B share             3,788,487
INDEX FUND
FIDELITY CHINA SPECIAL SITUATIONS PLC                         3,779,202 B share             3,779,202
                                    Among the top 10 shareholders, Yantai Changyu Group
The explanation for the associated
                                    Company Limited has no associated relationship or accordant
relationship and accordant action
                                    action relationship with the other 9 listed shareholders, and the
of the top 10 shareholders
                                    relationship among the other shareholders is unknown.
Explanation for the top 10
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 conduct agreed buy-back transaction during the report period
□ Yes √ No

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                                 2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.


There are no top 10 common shareholders or top 10 common shareholders with unrestricted shares
in the Company conduct agreed buy-back transaction during the report period.

2) The total number of preferred shareholders and the shareholding of top 10 preferred
   shareholders
□Available √Not available




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                                    2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.



                                               III Major Issue

1. Situation and reasons on changes in main financial data and financial index during the
   report pe riod

   √Available    □Not available

Compared the end of the report period with the beginning of the year, Notes Receivable decreases
by 100%, mainly due to adjustment to Receivables Financing resulting from change in accounting
policy; Accounts Receivable decreases by 18.12%, mainly due to the reduce in credit sale resulting
from the reduce in the direct supply business of sales business; Interest Receivable increases by
107.65%, mainly due to the received one-off interest resulting from the expiration of fixed deposit;
Accounts Payable decreases by 20.34%, mainly owing to the payment of previous debt; Advances
From Customers decreases by 29.42%, mainly owing to the reduce in accumulated Advances From
Customers resulting from the improvement in the Company’s production efficiency and the
shortening of supply period after receiving the payment; Interest Payable increases by 389.91%,
mainly owing that the Company’s overseas enterprise need to pay the expired loan interest all at
once; Deferred Tax Liabilities decreases by 25.15%, mainly owing to the amortization of assets
appraisal appreciation resulting from the business combination not under common control.
Compared the first three quarters in 2019 with the same period in last year, F inancial Expenses and
Interest Expenses respectively decreases by 29.91% and 29.42%, mainly owing to obtainment of
forestry loan with discounted interest this year; Non-operating Income increases by 30.57%, mainly
owing to the increased waste income including offcut sales etc.
Compared the third quarter in 2019 with the same period in last year, F inancial Expenses decreases
by 26.68%, mainly owing to the increase in Interest Income; Interest Income increases by 187.05%,
mainly owing to the increase in fixed deposit and call deposit; Other Income decreases by 83.38%,
mainly owing to the year-on-year decrease in received government grants; Loss for Impairment of
Assets increases by 739.26%, mainly owing to the loss on inventory valuation.

2. Analysis explanation of the major issue’s progress as well as its influence and solution


□Available √Not available
Implementation progress of share repurchases
□Available √Not available
Implementation progress of reducing repurchased shares by the way of centralized competitive
bidding
□Available √Not available




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                                       2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.



     3. The commitme nts that the Company’s actual controlle rs, shareholders, related parties,
     purchasers, the Company and other related parties do not imple ment completely exceeding
     the time limit within the report period


     √Available    □Not available

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

                                Clear the                                                                  According to
                                purpose of                                                                 Trademark
                                brand royalty According to                                                 License Contract,
                                              Trademark                                                    the trademark use
                                                                                                           fee annually
                                              License
                                                                                                           charged by Yantai
                                              Contract, the                                                Changyu Group
                                               trademark use fee
Commitments at                                                                                             Co., Ltd. shall be
                                               annually paid by
the initial public                                                                                         mainly used to
                                               this company to                                             publicize
offering or        Yantai                      Yantai Changyu                                              trademarks
refinancing        Changyu                     Group Co., Ltd.                                             including
                   Group Co.,                  will be mainly  1997.05.18               Permanent          Chagnyu and
                   Ltd.                        used by Yantai                                              contractual
                                               Changyu Group                                               products. Except
                                               Co., Ltd. to                                                2013 to 2017
                                               publicize                                                   during which the
                                               trademarks                                                  commitment was
                                               including                                                   not strictly
                                               Chagnyu and                                                 performed, Yantai
                                               contractual                                                 Changyu Group
                                               products.                                                   Co., Ltd. has been
                                                                                                           performing the
                                                                                                           commitment.
Equity incentive

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                                            2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.


commitments
Commitments
made to the
minority        -                                   -                                        -                  -
shareholders of
the Company
Commitment
under timely
                No
implementation
or not
                    According to the Trademark License Contract (hereafter referred to as “the Contract”), Changyu
                    Group promises that the trademark use fee annually paid by this Company to Changyu Group shall be
                    mainly used by Changyu Group to publicize trademarks and contractual products. But above-
                    mentioned ‘mainly’ is not a specific number, which is easy to cause divergence due to different
                    understanding and leads to problem appearance during the implementation process.
                    From 2013 to 2017, Changyu Group collected the total trademark use fee of CNY420,883,902, of
                    which 51% should be used to publicize trademarks including Changyu and contract products with the
Detailed
                    amount of CNY214,650,790. The amount has been used to publicize trademarks including Changyu
explanation for
                    and contract products is CNY50,025,181, with a balance of CNY164,625,609. In 2018 and 2019, the
specific reasons of
                    collected trademark use fee for 2017 and 2018 is CNY155,623,907, of which 51% should be used to
unimplemented
                    publicize trademarks including Changyu and contract products with the amount of CNY79,368,193.
commitment as
                    The amount has been used to publicize trademarks including Changyu and contract products is
well as next work
                    CNY12,225,187, with a balance of CNY67,143,006.
plan if
                    From 2013 to December 31st , 2018, the accumulated balance that should be used by Changyu Group
commitment is
                    to publicize trademarks including Changyu and contract products is CNY231,768,615.
not completed in
                    Changyu Group promises that the four-year trademark use fee from 2019 to 2022 will be used for
the commitment
                    offset. If insufficient, the shortfall would be filled in one time in 2023. If there is any excess, the
period
                    excess portion of the trademark use fee would be collected from the year with excess occurrence.
                    If Changyu Group is not able to implement above-mentioned commitment owing to various reasons,
                    this 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 other details, please refer to Announcement on Commitment Issues of Yantai Changyu Group
                    Company Limited disclosed by this Company on April 4th , 2019.


      4. The situation of security investment
      □Available    √ Not available
      There is no security investment during the report period.


      5. Entrusted financial manage ment
      □Available √ Not available
      There is no entrusted financial management during the report period.


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



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                                   2019 the Third Quarter Report M ain Body of Yantai Changyu Pioneer Wine Co., Ltd.



7. The activity registration form of receptions, communication and interview etc. during the
report pe riod
√ Available □Not available
                                                  Type of reception Basic information index of
Reception Time           Reception mode                             investigation and survey
                                                  object
                                                                    Investor Relations Activity
                                                                    Registration Form on
2019.09.06               Other                    Individual
                                                                    September 6th , 2019 disclosed
                                                                    by the Company


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

9. The situation of non-operating fund occupation of controlling s hareholders 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
                                                                                    October28th , 2019




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