2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. Shares Code: 000869. 200869 Shares Abbreviation: Changyu A、Changyu B Notice No.:2014-Final01 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Annual Report Abstract This Annual Report abstract comes from the whole contents of annual report, Investors desire to comprehend more details,We advise investors to read the Annual Report carefully. The Annual Report has been published in both the website of Shenzhen Stock Exchange and other websites stipulated by the China Securities Regulatory Commission. 1. Important Warning Brief Introduction for the Company Abbreviation of the Code number of the Changyu A、Changyu B 000869、200869 Shares: Shares Place of listing of the Shenzhen Stock Exchange Shares Abbreviation of the Shares after - alteration (if have) Contact person and Authorized Representative of the Secretary to the Board of Directors information Securities Affairs Name Mr. Qu Weimin Mr. Li Tingguo 56 Dama Road, Yantai, Shandong, 56 Dama Road, Yantai, Shandong, Address China China Tel 0086-535-6633656 0086-535-6633656 Fax 0086-535-6633639 0086-535-6633639 E-mail quwm@changyu.com.cn stock@changyu.com.cn 1 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. 2. Key financial data and shareholderschanging (1)Key financial data Whether the Company makes retroactive adjustments or restates the accounting data of previous fiscal years because of changes of accounting policy and/or accounting errors. □ Yes V No Unit: CNY More or less than Item 2013 2012 2011 last year(%) Business revenue 4,320,948,572 5,643,530,553 -23.44% 6,027,549,212 Net profit attributed to the shareholders of the listed 1,048,185,927 1,700,928,117 -38.38% 1,907,208,732 company Net profit attributed to the shareholders of the listed 1,017,348,285 1,675,956,428 -39.30% 1,835,054,874 company after deducting the irregular profit and loss Net cash flows from the 735,074,307 1,302,041,322 -43.54% 1,505,722,107 operating activities Basic earnings per share 1.53 2.48 -38.31% 2.78 Diluted earnings per share 1.53 2.48 -38.31% 2.78 Weighted average for earning rate of the net 17.3% 31.13% -13.83% 43.18% assets More or less than Dec. 31st2013 Dec. 31st 2012 Dec. 31st2011 last year(%) Total assets 8,001,532,444 8,123,134,580 -1.5% 7,295,944,221 Net Assets attributed to the shareholders of the listed 6,208,279,705 5,913,104,178 4.99% 5,013,641,661 company 2 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. 3 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. (2) The top ten shareholders of the Company and the shareholdings. Total 50,322 Total number of shareholders until the end of the 5th Total 51,106 Total shareholders in the 37511 Shareholders of A share trading days before the disclosure day of the annual 36006 Shareholders of A share report period 12811 Shareholders of B share report 15100 Shareholders of B share the top 10 shareholders holding situation Shares held until Number of Pledged or frozen Character of Percentage Name of Shareholders the end of the restricted Share shareholders (%) Amount report period shares status Domestic non-state- YANTAI CHANGYU GROUP CO. LTD. 50.4% 345,473,856 0 - 0 owned legal person GAOLING FUND,L.P. Foreign shareholder 3.53% 24,176,997 0 - 0 GIC PRIVATE LIMITED Foreign shareholder 2.8% 19,220,973 0 - 0 BBH BOS S/A FIDELITY FD - CHINA Foreign shareholder 2.35% 16,106,326 0 - 0 FOCUS FD GSIC A/C MONETARY AUTHORITY OF Foreign shareholder 0.89% 6,101,940 0 - 0 SINGAPORE VALUE PARTNERS HIGH-DIVIDEND Foreign shareholder 0.87% 5,966,881 0 - 0 STOCKS FUNDS HTHK-MANULIFE CHINA VALUE Foreign shareholder 0.77% 5,272,277 0 - 0 FUND BBH A/C VANGUARD EMERGING Foreign shareholder 0.69% 4,707,066 0 - 0 MARKETS STOCK INDEX FUND BBH S/A FIDELITY FUNDS SICAV- Foreign shareholder 0.67% 4,591,482 0 - 0 HEALTH CARE UBS CUSTODY SERVICES SINGAPORE Foreign shareholder 0.64% 4,401,632 0 - 0 PTE. LTD. UBS (LUXEMBOURG) S.A. Foreign shareholder 0.57% 3,908,889 0 - 0 Among the top 10 shareholders,Yantai Changyu Group Company Limited has no associated relationship The explanation for the associated or accordant action relationship with the other 9 listed shareholders, and the relationship among the other relationship and accordant action shareholders is unknown. Explanation for the top 10 shareholders who involved in financing activities and stock The top 10 shareholders do not involve in financing activities and stock trade business. trading business (if any) 4 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. (3) Disclosure for property right and control relations between the Company and its actual controllers via the flow chart Changyu Group and 27 persons for medium-level of the Company 100% Yantai Yusheng Investment & Development Co., Ltd. Changyu Group and 46 common staff of the Company O T U J F G U H S A R E . E 37.78% R 62.22% A P A R K C A N M . O REINA REINA REINA REINA U N C A N AUGUSTO RICCARDO MARINA LODOVICO E N T R 24% 6% 5% Y5% 5% I E 25% 25% 25% 25% S A IFC 55% N Yantai Yuhua Investment & Development Illva Saronno Investment SASAC Yantai D Co., Ltd 10% 45% 33% 12% current shareholders for A share Changyu Group current shareholders for B share 15.75% 50.40% 33.85% the Company 5 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. 3. Management's Discussion & Analysis (1) Summarization of operation In 2013,under the influence of the slowdown of domestic economic growth, overwhelming flow of foreign wine into Chinese market and the relative national policies, the competition in the domestic wine industry was intensified, especially there was a great decline on the effective demands for the premium wines, which brought a strong pressure to the Company’s production and operation. Facing quite a lot of external disadvantages, the Company insisted to focus on the market, adjust the marketing tactics and product structure, perfect the marketing channels and promote product sales, but still failed to turn the situation of decline in operating results compared to the last year. In the year, the Company realized business income of CNY 4320.95 million, 23.44% down over the previous year, and realized net profit of CNY 1048.19 million, 38.38% down over the previous year. Description Increase or decrease Cause of major changes of the end of the period over the end of last year Operating revenue -23.44% Mainly because of decline of sales volume Operating cost -3.08% Mainly because of decline of sales volume Sales expense -25.71% Mainly because of reduction of advertising expense in 2013 Management expense -3.49% Mainly because of decrease of landscaping expense in 2013 over the year before R&D investment 11.60% Mainly because of increase of expenses for the development of technology research in2013 Financial expense 6.11% Mainly because of reduction of interest income due to decrease of time deposit balance Net amount of cash flow -43.54% Mainly because of year-on-year decline of operating generated in operating revenue that makes inflow of cash in operating activities activities decrease Net amount of cash flow -166.38% Mainly because of increase of cash expenditure for generated in investment the investment projects activities Net amount of cash flow 0.65% Almost the same with last year, no major changes generated in capital- raising activities Review and summary for the disclosed development strategy and the progress of the Company’s business plan during the report period. During the report period, influenced by the abrupt change of market situation and the great recession on the demand for the premium wines, the business income of the Company was in a great decline, which is CNY 4.3 billion in 2013 and far from the target fixed in the beginning of the year of realizing business income no less than CNY 6 billion. In order to deal with the unfavorable 6 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. business environment, during the report period, the Company carried out the operation strategy of steady development in the middle and high-end wines, and vigorous expansion for the low-level wines, brandy and imported wines with own brands. While making efforts to promote the development of middle and high-end wines, the Company made an appropriate tilt on marketing resources to the low-level wines, brandy and imported wines with own brands for meeting the market demand, which played a certain part in early reversing the decline on the business income. The main work in the report period is as following: Firstly, to perfect sales system and products structure, strengthen the marketing process management and expense control. The Company further defined the division of responsibility and business function for wine sales companies and channel market departments. In order to satisfy the demand of consumers at multi-levels, in view of the different consumer groups and the terminal classes, the Company established in succession middle-high channel, medium-small channel, county-level channel, class A supermarket direct-supplying company, class B supermarket semi- supplying company, pioneer franchised stores, tourism products sales company, E-commerce and VIP clients service company with providing salesmen, dealer teams and marketing expenses on basis of channel types and designing the marketing strategy in more specific, which achieved a better result. The Company insisted the urban general distribution system for the century cellar wine, delimited main areas to greatly promote chateau products, sorted out the products and unified the image of Jiebaina, compressed the number of products as well as set up the new brand for medium- low level wines, which changed the situation of the low level wines in a great number but without brand in the past, developed high value-added brandy gift box and brought out Koyac XO brandy in porcelain barrel, increased greatly the brands quantity for the imported wines and built the exclusive products system suitable with the sales channels. Meanwhile, the Company improved the formulation, application and the process control in the implementation procedures of marketing programs, strengthened the terminal building and assessment as well as the management and control for the focus expenses such as advertisement cost, staff wages, warehouse fee and freight etc., which effectively increased the efficiency in the use of funds. Secondly, to accelerate the informatization construction and management innovation. The Company accelerated the progress in the implementation of the first phase of SAP system project, which has been completely used in the process of finance, purchase, storage, production plan, cost, quality traceability management as well as order sales, which were involved in 13 branch companies. Focusing on the future development goals and the urgent problems to solve on management, production, technology and marketing, the Company proposed and completed over 500 items of innovation and reasonable projects, which brought the related works and management level to a new step. Thirdly, to reinforce the construction of the vineyard bases, perfect the management work on grape purchase, improve the research and development ability on new product and new technology. While consolidating the current vineyard bases, in order to increase the large-scale cultivation and decrease the labor cost, the Company purchased 7 sets of machinery equipments for vine field management, such as grape prepruner, trimmer and grape harvester, took construction and management for Yantai vineyard bases in accordance with the criterion of scalization, standardization and mechanization, which opened the first complete mechanization planting in Chinese wine vineyard base. In addition, the Company put through the purchase work on raw material of grape in 2013, improved the pricing model for raw material of grape, initially formed the linkage mechanism for grape price to integrate with the world market and realized the market- set price, better quality better price and price on quality, which brought better quality and more reasonable price for the Company’s purchased grapes as well as a stable and harmonious relationship of supply and demand, and also was helpful to improve the Company’s products cost performance and competitiveness. In 2013 the Company finished 3 provincial technology research projects, passed the examination and acceptance of the experts from provincial science and 7 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. technology department, in which, the overall technical level of ice wine project was in the international leading level, 2 projects on the flavor of vine and wine reached the international advanced level and got 2 national invention patent license. Koyac Brandy won two silver awards at International Assessment Conference and Ice Wine won a gold medal at “World Leadership region” wine competition. Fourthly, to steadily carry out the capital investment projects. It was in a smooth progress for the Company’s major investment projects, in which, Changyu Reina Chateau Sha’anxi, Changyu Moser XV Chateau Ningxia and Changyu Baron Balboa Chateau Xinjiang was opened successively and officially put into operation, the construction for the main building of Tinlot Chateau and Koyac Brandy Chateau in the project of Changyu International Wine City was completed and Etablissements Roullet-Fransac located at Cognac France was purchased by the Company to add the production and business for Cognac. (2) Analysis to core competitiveness Compared with the participants in the arena of the Chinese wine sector, we believe that the Company is provided with the following advantages: Firstly, the Company has been enjoying a well-known wine brand since 120-odd years, both “Changyu” and “Jiebaina” are Chinese famous trademarks that have strong influence and good reputation. Secondly, the Company has set up a nationwide marketing network, formed a “three-level” marketing network system mainly composed of the company’s salesmen and dealers, possessed the strong marketing ability and market exploitation ability. Thirdly, the Company has already had strong research strength and a product R&D system, owned a one and only “State-level Wine R&D Center”, made mastery of advanced winemaking technology and production processes, been powerful enough in product innovation and established a perfect quality control system. Fourthly, the Company is in possession of a lot of grape-growing bases to meet its future development, having developed a great deal of vineyards in the most suitable areas for wine grape growing such as in Shandong, Ningxia, Xinjiang, Liaoning, Hebei and Sha’anxi, whose scales and structures have generally met the Company’s needs for development. Fifthly, the Company has a great variety of products composed of all grades, its wine and brandy of over 100 sorts can meet different consumers’ demands. The Company has taken the lead in the domestic wine sector through rapid development in the past 10-odd years and has possessed comparative superiority in the future competition. All in all, the Company has built up a strong core competitive edge and obtained and maintained a relatively dominant position in the long-term market competition. (3) Expectation for the Company’s future development On the basis of our limited experience and special skills, we make the following estimation of the wine sector and the Company’s future development. ①The sector competition setup and development trend Due to the continuous limitation for the domestic consumption of premium wine in the future long time, the continuing entrance of imported wines to Chinese market, and the great impact for the traditional sales channels caused by the new channels such as E-commerce, the competition in the domestic wine industry will still be awfully fierce in the current and future long time. But in the 8 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. long run, people’s pursuits to health and fashion life thanks to increase of their incomes will ceaselessly stimulate their demand for quality wine, that’s to say, the Chinese wine sector still has huge potential to tap. In such a case of long-term coexistence of opportunities and challenges, only those enterprises that possess strong branding influence and marketing ability, catch the opportunities, actively take adjustments and make full use of oncoming and traditional sales channels, can timely get the run of the consumers’ demands and provide products of high performance-to-price ratio will have an opportunity to be the final winners of competition and form a new structure of the future Chinese wine market. ②The Company’s development strategy The Company will continue to adhere to the strategy of taking wine as pillar product while developing all kinds of products, giving priority to middle-level wines and brandy, make efforts to provide consumers with a rich variety of products in a competitive price. ③Management plan in a new year In 2013, the Company will try its best to realize business income of not less than CNY4.6 billion and control the main operating costs and three period charges below CNY3.2 billion. ④The measures the Company will take The Company will emphasize the following aspects, so as to better catch the opportunities and face with the challenges: Firstly, to focus on the market and further perfect marketing system, strengthen marketing management and ability. The Company will further perfect the layout and assessment system for the sales team, enhance the development and construction for the sales terminals, assure to put in place for every regulation and measure made by the Company, further perfect marketing implementation suggestions for each variety and channel, promote the sales of the Company’s products at the terminals, accelerate the construction of SAP system and logistics distribution & management system, advance the Company’s market reaction speed and marketing ability. Secondly, to further strengthen the control for production cost and major operation expenses, constantly increase fund efficiency. The Company will continue to adhere the centralized purchase for the main raw materials, strictly control purchase price, perfect wage system for every ton of wine, improve the control for quota fund and credit management, try the best to reduce capital charges and increase fund usage efficiency. Thirdly, to strengthen the construction and management for vineyards, continually increase the research and development ability and products quality. The Company will carry out the normalization construction and management for the vineyards in accordance with the criterion of scalization, standardization and mechanization, continue to practice the tracking and management of winemakers for the vineyards, build the vineyards at Xinjiang and Yantai for promotion and demonstration on mechanization management, greatly promote the machinery works and planting technology in light of technical specification on grape planting management, try to reduce the cost on planting grapes and improve the grape quality. The Company will perfect the classification standards for bulk wine, set up archives for Jiebaina and above vintage wines, neaten and sort out the current products, dig products characteristics, enrich product varieties, develop new wine products according to the market demands including fruit style, origin style and single variety style, make craftwork improvement and increase the products’ competition on price. Fourthly, to continuously promote the projects of Yantai Changyu Industrial Park and the construction for pioneer franchised stores, strictly control the investment amount on projects, make 9 2013 Annual Report Abstract of Yantai Changyu Pioneer Wine Co. Ltd. sure to finish the construction for all projects and put them into operation on the basis of scheduled progress and quality. 4. Issues related to financial report (1) Compared with the previous year’s financial report, explanation on the changes of accounting policies, accounting estimates,accounting method. During the report period, there were no changes of accounting policies, accounting estimates, accounting method compared with the previous year’s financial report. (2) During the report period, a description of the situation on the Company makes retroactive adjustments or restates because of changes of accounting errors. There were no big accounting errors which need to make retroactive adjustments or restate situation. (3) Compared with the previous year’s financial report, explanation for the changes of the consolidated statements scope. During the report period, the Company took over 100% property right of France Etablissements Roullet-Fransac, set up Laizhou Changyu Wine Sales Company with holding 100% property right. The Company has already included both of them in the consolidated statements scope. Besides, the consolidated statements scope is in consistency with the previous year. (4) During the report period, be explained on the public accountants issued “non-standard audit reports” by Board of directors andsupervisoryboard. Deloitte Hua Yong certified public accountants Co., LTD has audited the 2013 annual financial statements of Yantai Changyu Pioneer Wine Company Limited (the “Company”) and issued the standard device and clean opinion for the audit report. Yantai Changyu Pioneer Wine Co. Ltd. Board of Directors 25th April 2014 10