YANTAI CHANGYU PIONEER WINE COMPANY LIMITED Financial Statements and Auditor's Report For the year ended 31 December 2014 YANTAI CHANGYU PIONEER WINE COMPANY LIMITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 CONTENTS PAGE AUDITOR'S REPORT 1-2 THE CONSOLIDATED BALANCE SHEET 3-4 THE COMPANY'S BALANCE SHEET 5-6 THE CONSOLIDATED INCOME STATEMENT 7 THE COMPANY'S INCOME STATEMENT 8 THE CONSOLIDATED CASH FLOW STATEMENT 9 THE COMPANY'S CASH FLOW STATEMENT 10 THE CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 11 THE COMPANY'S STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 12 NOTES TO THE FINANCIAL STATEMENTS 13 - 95 De Shi Bao (Shen) Zi (15) No. P1560 AUDITOR'S REPORT TO THE SHAREHOLDERS OF YANTAI CHANGYU PIONEER WINE COMPANY LIMITED We have audited the accompanying financial statements of Yantai Changyu Pioneer Wine Company Limited and its subsidiaries which comprise the consolidated and company's balance sheets as at 31 December 2014, and the consolidated and company's income statements, the consolidated and company's cash flow statements and the consolidated and company's statements of changes in shareholders' equity for the year then ended, and the notes to the financial statements. 1. Management' responsibility for the financial statements Management of the Company is responsible for the preparation and fair presentation of these financial statements. This responsibility includes: (1) preparing the financial statements in accordance with Accounting Standards for Business Enterprises to achieve fair presentation of the financial statements; (2) designing, implementing and maintaining internal control which is necessary to enable that the financial statements are free from material misstatement, whether due to fraud or error. 2. Auditor's responsibility Our responsibility is to express an audit opinion on these financial statements based on our audit. We conducted our audit in accordance with China Standards on Auditing. China Standards on Auditing require that we comply with the Code of Ethics for Chinese Certified Public Accountants and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing audit procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, Certified Public Accountants consider the internal control relevant to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. -1- AUDITOR'S REPORT TO THE SHAREHOLDERS OF YANTAI CHANGYU PIONEER WINE COMPANY LIMITED - continued 3. Opinion In our opinion, the financial statements of Yantai Changyu Pioneer Wine Company Limited present fairly, in all material respects, the consolidated and company's financial position as of 31 December 2014, and the consolidated and company's results of operations and cash flows for the year then ended in accordance with Accounting Standards for Business Enterprises. Deloitte Touche Tohmatsu Chinese Certified Public Accountant Certified Public Accountants LLP Xu Zhao Hui (Signature and seal) Shanghai, China Li Xu (Signature and seal) 25 April 2015 -2- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED CONSOLIDATED BALANCE SHEETS YEAR ENDED 31 DECEMBER 2014 ASSETS Notes 2014 2013 RMB RMB CURRENT ASSETS Cash and bank balances VI-1 1,145,365,071 1,367,818,182 Notes receivable VI-2 138,315,319 79,702,753 Accounts receivable VI-3 145,672,411 177,109,516 Prepayments VI-4 8,073,786 45,997,863 Interest receivable VI-5 3,619,429 8,417,995 Other receivables VI-6 31,362,302 99,331,794 Inventories VI-7 2,087,376,398 2,121,117,437 Other current assets 29,662,076 ____________ ____________- Total current assets 3,589,446,792 ____________ 3,899,495,540 ____________ NON-CURRENT ASSETS Available-for-sale financial assets VI-8 - - Fixed assets VI-9 2,532,682,355 1,917,641,344 Construction in progress VI-10 1,700,466,500 1,423,654,530 Materials for construction of fixed assets - 676,539 Bearer biological assets VI-11 151,723,241 101,794,515 Intangible assets VI-12 452,951,194 296,129,754 Goodwill VI-13 13,112,525 13,112,525 Long-term prepaid expenses VI-14 201,911,605 165,521,803 Deferred tax assets VI-15 254,186,823 158,533,090 Other non-current assets VI-16 15,751,605 ____________ 21,370,902 ____________ Total non-current assets 5,322,785,848 ____________ 4,098,435,002 ____________ Total assets 8,912,232,640 ____________ 7,997,930,542 ____________ -3- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED CONSOLIDATED BALANCE SHEETS YEAR ENDED 31 DECEMBER 2014 - continued LIABILITIES AND EQUITY Notes 2014 2013 RMB RMB CURRENT LIABILITIES Short-term borrowings VI-17 300,000,000 243,170,674 Notes payable VI-18 10,000,000 5,765,694 Accounts payable VI-19 357,811,822 258,116,331 Receipts in advance VI-20 215,127,598 188,651,254 Employee benefits payable VI-21 158,948,592 130,720,235 Taxes payable VI-22 87,504,048 194,413,430 Interest payable 3,475,641 2,152,059 Deferred income VI-23 12,398,718 12,915,801 Other payables VI-24 469,804,317 ____________ 497,301,630 ____________ Total current liabilities 1,615,070,736 ____________ 1,533,207,108 ____________ NON-CURRENT LIABILITIES Long-term borrowings VI-25 209,380,000 - Deferred income VI-23 76,024,992 83,611,041 Deferred tax liabilities VI-15 4,565,636 5,336,115 Other non-current liabilities VI-26 3,998,352 ____________ 4,755,794 ____________ Total non-current liabilities 293,968,980 ____________ 93,702,950 ____________ Total liabilities 1,909,039,716 ____________ 1,626,910,058 ____________ EQUITY Share capital VI-27 685,464,000 685,464,000 Capital reserve VI-28 563,139,042 563,139,042 Other comprehensive income VI-29 (2,803,271) - Surplus reserve VI-30 342,732,000 342,732,000 Retained earnings VI-31 5,251,920,374 ____________ 4,616,944,663 ____________ Equity attributable to shareholders of the Company 6,840,452,145 6,208,279,705 Non-controlling interests 162,740,779 ____________ 162,740,779 ____________ Total equity 7,003,192,924 ____________ 6,371,020,484 ____________ Total liabilities and equity 8,912,232,640 ____________ 7,997,930,542 ____________ The accompanying notes form an integral part of these financial statements. The financial statements on pages 3 to 95 were signed by the following: Legal Representative: _________________________________ Person in Charge of the Accounting Body: _________________ Chief Accountant: ____________________________________ -4- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED BALANCE SHEET OF THE COMPANY YEAR ENDED 31 DECEMBER 2014 ASSETS Notes 2014 2013 RMB RMB CURRENT ASSETS Cash and bank XIV-1 496,138,263 602,444,243 Notes receivable XIV-2 98,158,251 32,594,381 Accounts receivable XIV-3 1,516,518 1,600,968 Prepayments XIV-4 1,710,787 24,824,672 Interest receivable XIV-5 3,580,811 8,417,995 Dividend receivable XIV-6 402,596,884 752,595,884 Other receivables XIV-7 4,708,836,276 3,709,583,949 Inventories XIV-8 681,696,774 781,284,189 Other current assets 14,996,807 ____________ ____________- Total current assets 6,409,231,371 ____________ 5,913,346,281 ____________ NON-CURRENT ASSETS Available-for-sale financial assets VI-8 - - Long-term equity investments XIV-9 1,093,437,027 1,048,208,923 Fixed assets XIV-10 403,210,655 425,294,116 Construction in progress XIV-11 182,765 269,802 Bearer biological assets XIV-12 83,631,722 60,851,409 Intangible assets XIV-13 76,760,678 79,139,831 Deferred tax assets XIV-14 27,053,571 ____________ 22,956,747 ____________ Total non-current assets 1,684,276,418 ____________ 1,636,720,828 ____________ Total assets 8,093,507,789 ____________ 7,550,067,109 ____________ -5- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED BALANCE SHEET OF THE COMPANY YEAR ENDED 31 DECEMBER 2014 - continued LIABILITIES AND EQUITY Notes 2014 2013 RMB RMB CURRENT LIABILITIES Short-term borrowings VI-17 300,000,000 243,170,674 Accounts payable XIV-15 228,052,722 166,453,563 Employee benefits payable XIV-16 70,233,251 66,416,387 Taxes payable XIV-17 18,205,124 37,578,670 Interest payable 3,475,641 2,152,059 Deferred income 3,017,898 2,559,227 Other payables XIV-18 1,030,604,819 ____________ 1,612,596,521 ____________ Total current liabilities 1,653,589,455 ____________ 2,130,927,101 ____________ NON-CURRENT LIABILITIES Long-term borrowings VI-25 209,380,000 - Deferred income 22,747,915 20,095,300 Other non-current liabilities 1,895,828 ____________ 2,180,162 ____________ Total non-current liabilities 234,023,743 ____________ 22,275,462 ____________ Total liability 1,887,613,198 ____________ 2,153,202,563 ____________ EQUITY Share capital VI-27 685,464,000 685,464,000 Capital reserve XIV -19 557,222,454 557,222,454 Surplus reserve VI-30 342,732,000 342,732,000 Retained earnings 4,620,476,137 ____________ 3,811,446,092 ____________ Total equity 6,205,894,591 ____________ 5,396,864,546 ____________ Total liabilities and equity 8,093,507,789 ____________ 7,550,067,109 ____________ -6- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED CONSOLIDATED INCOME STATEMENT YEAR ENDED 31 DECEMBER 2014 Notes 2014 2013 RMB RMB I. Revenue VI-32 4,156,727,525 4,320,948,572 Less: Cost of sales VI-32 1,372,444,612 1,357,897,999 Taxes and surcharges VI-33 269,446,774 236,394,164 Selling expenses VI-34 1,006,009,364 1,140,836,150 Administrative expenses VI-35 256,980,018 245,498,950 Impairment loss of assets VI-36 1,995,877 2,149,438 Financial expenses VI-37 (17,256,721) ____________ (18,700,357) ____________ II. Operating profit 1,267,107,601 1,356,872,228 Add: Non-operating income VI-38 43,996,405 42,108,726 Including: gains from disposal of non-current assets 121,113 271,989 Less: Non-operating expenses VI-39 8,370,249 1,874,223 Including: losses from disposal of non-current assets 5,207,658 ____________ 678,016 ____________ III. Profit before tax 1,302,733,757 1,397,106,731 Less: Income tax VI-40 325,026,046 ____________ 348,920,804 ____________ IV. Profit for the year and attributable to shareholders of the Company 977,707,711 ____________ 1,048,185,927 ____________ V. Other comprehensive income (post-tax) Other comprehensive income to be reclassified to profit and loss Foreign currency statement translation difference (2,803,271) ____________ - ____________ Other comprehensive income (post-tax) (2,803,271) ____________ - ____________ VI. Total comprehensive income attributable to owners of the Company 974,904,440 ____________ 1,048,185,927 ____________ VII. Earnings per share (I) Basic earnings per share VI-41 1.43 ____________ 1.53 ____________ (II) Diluted earnings per share VI-41 N/A N/A ____________ ____________ -7- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED INCOME STATEMENT OF THE COMPANY YEAR ENDED 31 DECEMBER 2014 Notes 2014 2013 RMB RMB I. Revenue XIV -20 1,647,825,652 1,730,694,774 Less: Cost of sales XIV -20 1,406,987,744 1,473,772,762 Taxes and surcharges XIV -21 157,026,901 135,046,585 Administrative expenses XIV -22 112,051,545 109,664,952 Impairment loss/(reverse) of assets XIV -23 (192,908) 4,392,429 Financial expenses XIV -24 (11,053,553) (25,948,141) Investment income XIV -25 1,164,089,666 ____________ 1,126,019,415 ____________ II. Operating Profit 1,147,095,589 1,159,785,602 Add: Non-operating income 6,371,028 4,266,595 Including: gains from disposal of non-current assets 105,236 1,374 Less: Non-operating expenses 5,801,396 1,019,467 Including: losses from disposal of non-current assets 5,181,727 ____________ 663,565 ____________ III. Profit before tax 1,147,665,221 1,163,032,730 Less: Income tax (4,096,824) ____________ 8,345,452 ____________ IV. Profit for the year and total comprehensive income 1,151,762,045 ____________ 1,154,687,278 ____________ -8- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED CONSOLIDATED CASH FLOW STATEMENT YEAR ENDED 31 DECEMBER 2014 Notes 2014 2013 RMB RMB CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from the sale of goods and the rendering of services 4,787,289,147 4,766,532,032 Receipts of tax refunds 18,259,690 22,163,624 Other cash receipts relating to operating activities VI-42(1) 24,543,547 __________ 47,960,711 __________ Sub-total of cash inflows from operating activities 4,830,092,384 __________ 4,836,656,367 __________ Cash payments for goods purchased and services received (1,255,567,298) (1,293,320,336) Cash payments to and on behalf of employees (358,415,330) (379,880,613) Payment of various types of taxes (1,301,077,872) (1,368,825,802) Other cash payments relating to operating activities VI-42(2) (844,948,588) __________ (1,059,555,309) __________ Sub-total of cash outflows from operating activities (3,760,009,088) __________ (4,101,582,060) __________ Net cash flows from operating activities VI-43(1) 1,070,083,296 __________ 735,074,307 __________ CASH FLOWS FROM INVESTING ACTIVITIES Decrease in term deposits over 3 months 307,694,951 1,292,524,719 Proceeds from return on investments 24,230,453 33,050,471 Proceeds from disposal of fixed assets 1,181,895 __________ 1,026,411 __________ Sub-total of cash inflows from investing activities 333,107,299 __________ 1,326,601,601 __________ Cash paid for acquisition of properties, plants and equipment, intangible assets and other long-term assets (1,238,293,585) (962,180,456) Cash paid for term deposits over 3 months (77,547,483) (907,392,728) Other cash paid for the purchase of non-controlling interest __________- (16,883,864) __________ Sub-total of cash outflows from investing activities (1,315,841,068) __________ (1,886,457,048) __________ Net cash flows from investing activities (982,733,769) __________ (559,855,447) __________ CASH FLOWS FROM FINANCING ACTIVITIES Cash received from Non-controlling interest - 16,359,770 Cash receipts from borrowings 515,368,080 243,170,674 Other cash received from financing activities 129,182,292 __________ __________ - Sub-total of cash inflows from financing activities 644,550,372 __________ 259,530,444 __________ Cash paid for dividends, profits and interests (353,707,371) (764,539,398) Cash paid for borrowings (242,219,439) Cash paid from other financing activities VI-42(3) (125,000,000) __________ (275,945,000) __________ Sub-total of cash outflows from financing activities (720,926,810) __________ (1,040,484,398) __________ Net cash flows from financing activities (76,376,438) __________ (780,953,954) __________ Effect of foreign exchange rate changes on cash and cash Equivalents (7,059,747) - NET INCREASE OF CASH AND CASH EQUIVALENTS 3,913,342 (605,735,094) ADD: CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR VI-43(2) 956,558,932 __________ 1,562,294,026 __________ CASH AND CASH EQUIVALENTS AT END OF THE YEAR VI-43(2) 960,472,274 __________ 956,558,932 __________ -9- YANTAI CHANGYU PIONEER WINE COMPANY LIMITED CASH FLOW STATEMENT OF THE COMPANY YEAR ENDED 31 DECEMBER 2014 Notes 2014 2013 RMB RMB CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from the sale of goods and the rendering of services 1,827,219,301 1,993,219,656 Other cash receipts relating to operating activities 12,168,205 __________ 9,194,891 __________ Sub-total of cash inflows from operating activities 1,839,387,506 __________ 2,002,414,547 __________ Cash payments for goods purchased and services received (1,302,377,275) (1,385,474,499) Cash payments to and on behalf of employees (151,732,255) (162,425,829) Cash payment of various types of taxes (257,237,660) (206,446,458) Other cash payment relating to operating activities (1,594,026,341) __________ (1,459,407,016) __________ Sub-total of cash outflows from operating activities (3,305,373,531) __________ (3,213,753,802) __________ Net cash flows from operating activities XIV-26 (1,465,986,025) __________ (1,211,339,255) __________ CASH FLOWS FROM INVESTING ACTIVITIES Cash receipts from deposits over 3 months 295,694,951 1,292,524,719 Cash receipts from return on investments 1,530,610,338 1,395,495,286 Cash receipts from disposals of fixed assets 550,824 __________ 4,000 __________ Sub-total of cash inflows from investing activities 1,826,856,113 __________ 2,688,024,005 __________ Cash payments for acquisition of fixed assets, intangible assets and other long-term assets (52,003,088) (131,396,826) Cash payments for term deposits over 3 months (53,547,483) (907,392,728) Cash payments for subsidiary investment (37,980,500) __________ (29,988,530) __________ Sub-total of cash outflows from investing activities (143,531,071) __________ (1,068,778,084) __________ Net cash flows from investing activities 1,683,325,042 __________ 1,619,245,921 __________ CASH FLOWS FROM FINANCING ACTIVITIES Cash receipts from borrowings 515,368,080 243,170,674 Other cash received from financing activities 129,182,292 __________ __________ - Cash inflows from financing activities 644,550,372 __________ 243,170,674 __________ Cash paid for dividends, profits and interests (351,636,158) (754,010,400) Cash paid for borrowings (242,219,439) - Cash paid from other financing activities (125,000,000) __________ (125,000,000) __________ Cash outflows from financing activities (718,855,597) __________ (879,010,400) __________ Net cash flows from financing activities (74,305,225) __________ (635,839,726) __________ Effect of foreign exchange rate changes on cash and cash Equivalents (6,939,315) (635,839,726) INCREASE/(DECREASE) OF CASH AND CASH EQUIVALENTS 136,094,477 (227,933,060) ADD: CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR XIV-27 197,150,989 __________ 425,084,049 __________ CASH AND CASH EQUIVALENTS AT END OF THE YEAR XIV-27 333,245,466 __________ 197,150,989 __________ - 10 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED CONSOLIDATED SATATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 DECEMBER 2014 2014 Attributable to shareholders of the Company Issued Capital Other comprehensive Surplus Retained Non-controlling capital surplus income reserve earnings interests Total RMB RMB RMB RMB RMB RMB RMB I. Opening balance of the current year _______ 685,464,000 _______ 563,139,042 _______- ________ ________ 342,732,000 4,616,944,663 _______ 162,740,779 ________ 6,371,020,484 II. Changes for the year (I) Total comprehensive income - - (2,803,271) - 977,707,711 - 974,904,440 (II) Profit distribution Distributions to shareholders (VI-31) _______- _______- _______- ________- ________ (342,732,000) _______- ________ (342,732,000) III. Closing balance of the current year 685,464,000 563,139,042 (2,803,271) 342,732,000 5,251,920,374 162,740,779 7,003,192,924 _______ _______ _______ ________ ________ _______ ________ 2013 Attributable to shareholders of the Company Issued Capital Other comprehensive Surplus Retained Non-controlling capital surplus income reserve earnings interests Total RMB RMB RMB RMB RMB RMB RMB I. Opening balance of the current year _______ 685,464,000 _______ 562,139,042 _____ - ________ ________ 342,732,000 4,322,769,136 _______ 146,381,009 ________ 6,059,485,187 II. Changes for the year (I) Total comprehensive income - - - - 1,048,185,927 - 1,048,185,927 (II)Shareholders' injection Injection of non-controlling interest - - - - - 16,359,770 16,359,770 (III) Profit distribution Distributions to shareholders (VI-31) - - - - (754,010,400) - (754,010,400) (IV) Others (Notes VI-28) _______- _______ 1,000,000 _____ - ________- ________- _______- ________ 1,000,000 III. Closing balance of the current year 685,464,000 563,139,042 - 342,732,000 4,616,944,663 162,740,779 6,371,020,484 _______ _______ _____ ________ ________ _______ ________ - 11 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED STATEMENT OF CHANGES IN EQUITY OF THE COMPANY YEAR ENDED 31 DECEMBER 2014 2014 Issued capital Capital reserve Surplus reserve Retained earnings Total RMB RMB RMB RMB RMB I. Opening balance of the current year 685,464,000 ________ 557,222,454 ________ 342,732,000 ________ 3,811,446,092 _________ 5,396,864,546 _________ II. Changes for the year (I) Total comprehensive income - - - 1,151,762,045 1,151,762,045 (II) Profit distribution Distributions to shareholders (VI-31) ________- ________- ________- (342,732,000) _________ (342,732,000) _________ III. Closing balance of the current year 685,464,000 557,222,454 ________ 342,732,000 ________ 4,620,476,137 _________ 6,205,894,591 _________ ________ 2013 Issued capital Capital reserve Surplus reserve Retained earnings Total RMB RMB RMB RMB RMB I. Opening balance of the current year 685,464,000 ________ 557,222,454 ________ 342,732,000 ________ 3,410,769,214 _________ 4,996,187,668 _________ II. Changes for the year (I) Total comprehensive income - - - 1,154,687,278 1,154,687,278 (II) Profit distribution Distributions to shareholders (VI-31) ________- ________- ________- (754,010,400) _________ (754,010,400) _________ III. Closing balance of the current year 685,464,000 ________ 557,222,454 ________ 342,732,000 ________ 3,811,446,092 _________ 5,396,864,546 _________ - 12 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2014 I. CORPORATE INFORMATION Yantai Changyu Pioneer Wine Co., Ltd. (the "Company") was incorporated as a joint stock limited company in accordance with the Company Law of the People's Republic of China (the "PRC") in a reorganization carried out by Yantai Changyu Group Co., Ltd. ("Changyu Group Company"), in which Changyu Group Company injected certain assets and liabilities in relation to the brandy, wine, and sparkling wine production and sales businesses to the Company. The Company and its subsidiaries (the "Group") are principally engaged in the production and sales of wine, brandy, sparkling wine. Registration place of the Company is Yantai, Shandong. Headquarter of the Company is located at No. 56 Da Ma Lu, Zhifu District, Yantai, Shandong, PRC. As at 31 December 2014, the total shares issued by the Company amounts to 685,464,000 shares. Please refer to Notes VI-27 in detail. The holding company of the Group is Changyu Group Company, which is jointly controlled by Yantai SASAC, ILLVA Saronno Investment Italy, International Finance Corporation and Yantai Yuhua Investment and Development Company Limited. The financial statements have been authorized by the board of directors on 25 April 2015. According to the Company's articles of association, the financial statements will be reviewed by shareholders on the shareholder's meeting. For consolidation scope of the year, please refer to Notes VIII "Equity in other entities" in detail. For detail of changes in consolidation scope of the year, please refer to Notes VII "Change in consolidation scope". II. BASIS OF PREPARATION OF FINANCIAL STATEMENTS 1. Basis of preparation The Group has adopted the Accounting Standards for Business Enterprises ("ASBE") issued by the Ministry of Finance ("MoF") (also including the 2014 new issued and revised accounting standards). In addition, the Group has disclosed relevant financial information in accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to the Public No. 15 - General Provisions on Financial Reporting (Revised in 2014). - 13 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED II. BASIS OF PREPARATION OF FINANCIAL STATEMENTS - continued 2. Basis of accounting and principle of measurement The Group has adopted the accrual basis of accounting. The Group adopts the historical cost as the principle of measurement in the financial statements. Where assets are impaired, provisions for asset impairment are made in accordance with relevant requirements. Under the historical cost measurement, an asset is measured at the fair value of consideration paid in cash and cash equivalents at the date of the purchase. Liability is measured at the value of asset received through taking current obligation, the contract value for taking current obligation, or the cash and cash equivalents value estimated for repaying debt in daily business activity. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis. Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; 2) Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and 3) Level 3 inputs are unobservable inputs for the asset or liability. 3. Going concern As at 31 December 2014, the Group evaluated the profitability ability in the foreseeable 12 months and did not notice any event or circumstance that would constitute significant doubt on going concern ability of the Group. Therefore, the financial statements have been prepared on a going concern basis. - 14 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING 1. Declaration for implementing CAS The financial statements are prepared in accordance with CAS, which showing a true and fair view of the financial position on 31 December 2014, financial performance and cash flow in 2014 of the Company and the Group. 2. Accounting year The accounting year of the Group is from 1 January to 31 December of each calendar year. 3. Business cycle Business cycle refers to the period from purchasing assets to be processed to receiving cash or cash equivalents by the Company. The business cycle of the Company is 12 months. 4. Reporting currency Renminbi ("RMB") is the currency of the primary economic environment in which the Company and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries choose RMB as their functional currency. The Company's foreign subsidiary chooses Currency Euro as its functional currency on the basis of the primary economic environment in which it operates. The Group adopts RMB to prepare its financial statements. 5. Business combination 5.1Business combinations not involving enterprises under common control and goodwill A business combination not involving enterprises under common control is a business combination in which all of the combining enterprises are not ultimately controlled by the same party or parties before and after the combination. The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer in exchange for control of the acquiree. The intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services, etc. and other associated administrative expenses attributable to the business combination are recognised in profit or loss when they are incurred. Qualified identifiable assets, liabilities and contingent liabilities obtained by acquirer in the acquisition are measured using fair value at the acquisition date. The cost of combination exceeds the acquirer's interest in the fair value of the acquiree's identifiable net assets, the difference is treated as an asset and recognised as goodwill, which is measured at cost on initial recognition. Goodwill arising on a business combination is measured at cost less accumulated impairment losses, and is presented separately in the consolidated financial statements. It is tested for impairment at least at the end of each year. - 15 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 6. Preparation of consolidated financial statements 6.1 Preparation of consolidated financial statements The scope of consolidation in the consolidated financial statements is determined on the basis of control. Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating activities. The Group will reevaluate if changes in relevant facts and circumstances results in changes in relevant factors involved in the above definition of control. Consolidation of subsidiary starts from the control on the subsidiary by the Group and ends at the loss of control on the subsidiary by the Group. For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal (the date when control is lost) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate. For a subsidiary acquired through a business combination not involving enterprises under common control, the operating results and cash flows from the acquisition date (the date when control is obtained) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate, and no adjustment is made to the opening balances and comparative figures in the consolidated financial statements. The significant accounting policies and accounting periods adopted by the subsidiaries are determined based on the uniform accounting policies and accounting periods set out by the Company. All significant intra-group balances and transactions are eliminated on consolidation. The portion of subsidiaries' equity that is not attributable to the Company is treated as non- controlling interests and presented as "non-controlling interests" in the consolidated balance sheet within shareholders' equity. The portion of net profits or losses of subsidiaries for the period attributable to non-controlling interests is presented as "non-controlling interests" in the consolidated income statement below the net profit line item. When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the subsidiary, the excess amount are still allocated against non-controlling interests. 7. Cash and cash equivalents Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are the Group's short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. - 16 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 8. Translation of transactions and financial statements denominated in foreign currencies 8.1 Transactions denominated in foreign currencies A foreign currency transaction is recorded, on initial recognition, by applying the spot exchange rate on the date of the transaction. At the balance sheet date, foreign currency monetary items are translated into RMB using the spot exchange rates at the balance sheet date. Exchange differences arising from the differences between the spot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previous balance sheet date are recognised in profit or loss for the period, except that (1) exchange differences related to a specific-purpose borrowing denominated in foreign currency that qualify for capitalisation are capitalised as part of the cost of the qualifying asset during the capitalisation period; (2) exchange differences related to hedging instruments for the purpose of hedging against foreign currency risks are accounted for using hedge accounting; (3) exchange differences arising from available-for-sale non-monetary items denominated in foreign currencies and changes in the carrying amounts of available-for-sale monetary items are recognised as other comprehensive income and included in capital reserve. Foreign currency non-monetary items measured at historical cost are translated to the amounts in functional currency at the spot exchange rates on the dates of the transactions and the amounts in functional currency remain unchanged. Foreign currency non-monetary items measured at fair value are re-translated at the spot exchange rate on the date the fair value is determined. Difference between the re-translated functional currency amount and the original functional currency amount is treated as changes in fair value (including changes of exchange rate) and is recognised in profit and loss or as other comprehensive income included in capital reserve. 8.2 Translation of financial statements denominated in foreign currencies For the purpose of preparing the consolidated financial statements, financial statements of a foreign operation are translated from the foreign currency into RMB using the following method: assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date; shareholders' equity items except for retained earnings are translated at the spot exchange rates at the dates on which such items arose; all items in the income statement as well as items reflecting the distribution of profits are translated at the spot exchange rates on the dates of the transactions; the opening balance of retained earnings is the translated closing balance of the previous year's retained earnings; the closing balance of retained earnings is calculated and presented on the basis of each translated income statement and profit distribution item. The difference between the translated assets and the aggregate of liabilities and shareholders' equity items is separately presented as the exchange differences arising on translation of financial statements denominated in foreign currencies of other comprehensive income under the shareholders' equity in the balance sheet. Cash flows arising from a transaction in foreign currency and the cash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flows. The effect of exchange rate changes on cash and cash equivalents is regarded as a reconciling item and presented separately in the cash flow statement as "effect of exchange rate changes on cash and cash equivalents". The opening balances and the comparative figures of previous year are presented at the translated amounts in the previous year's financial statements. - 17 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 9. Financial instruments Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. For other financial assets and financial liabilities, transaction costs are included in their initial recognised amounts. 9.1 Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability (or a group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period, using the effective interest rate. The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of the financial asset or financial liability or, where appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates future cash flows considering all contractual terms of the financial asset or financial liability (without considering future credit losses), and also considers all fees paid or received between the parties to the contract giving rise to the financial asset and financial liability that are an integral part of the effective interest rate, transaction costs, and premiums or discounts, etc. 9.2 Classification, recognition and measurement of financial assets On initial recognition, the Group's financial assets are classified into one of the four categories, including financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables, and available-for-sale financial assets. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Financial assets of the Group are loans and receivables and available-for-sale financial assets. 9.2.1 Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Financial assets classified as loans and receivables by the Group include cash and bank, notes receivable, accounts receivable, interest receivable, dividends receivable, and other receivables. Loans and receivables are subsequently measured at amortised cost using the effective interest method. Gain or loss arising from derecognition, impairment or amortisation is recognised in profit or loss. 9.2.2 Available-for-sale financial assets Available-for-sale financial assets include non-derivative financial assets that are designated on initial recognition as available for sale, and financial assets that are not classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments. For investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, they are measured at cost. - 18 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 9. Financial instruments - continued 9.3 Impairment of financial assets The Group assesses at each balance sheet date the carrying amounts of financial assets other than those at fair value through profit or loss. If there is objective evidence that a financial asset is impaired, the Group determines the amount of any impairment loss. Objective evidence that a financial asset is impaired is evidence that, arising from one or more events that occurred after the initial recognition of the asset, the estimated future cash flows of the financial asset, which can be reliably measured, have been affected. Objective evidence that a financial asset is impaired includes the following observable events: (1) Significant financial difficulty of the issuer or obligor; (2) A breach of contract by the borrower, such as a default or delinquency in interest or principal payments; (3) The Group, for economic or legal reasons relating to the borrower's financial difficulty, granting a concession to the borrower; (4) It becoming probable that the borrower will enter bankruptcy or other financial reorganisations; (5) The disappearance of an active market for that financial asset because of financial difficulties of the issuer; (6) Upon an overall assessment of a group of financial assets, observable data indicates that there is a measurable decrease in the estimated future cash flows from the group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group. Such observable data includes: - Adverse changes in the payment status of borrower in the group of assets; - Economic conditions in the country or region of the borrower which may lead to a failure to pay the group of assets; (7) Significant adverse changes in the technological, market, economic or legal environment in which the issuer operates, indicating that the cost of the investment in the equity instrument may not be recovered by the investor; (8) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost; (9) Other objective evidence indicating there is an impairment of a financial asset. - 19 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 9. Financial instruments - continued 9.3 Impairment of financial assets - continued - Impairment of financial assets measured at amortised cost If financial assets carried at amortised cost are impaired, the carrying amounts of the financial assets are reduced to the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The amount of reduction is recognised as an impairment loss in profit or loss. If, subsequent to the recognition of an impairment loss on financial assets carried at amortised cost, there is objective evidence of a recovery in value of the financial assets which can be related objectively to an event occurring after the impairment is recognised, the previously recognised impairment loss is reversed. However, the reversal is made to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. For a financial asset that is individually significant, the Group assesses the asset individually for impairment. For a financial asset that is not individually significant, the Group assesses the asset individually for impairment or includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset (whether significant or not), it includes the asset in a group of financial assets with similar credit risk characteristics and collectively reassesses them for impairment. Assets for which an impairment loss is individually recognised are not included in a collective assessment of impairment. - Impairment of available for sale assets measured at cost If an impairment loss has been incurred on an investment in unquoted equity instrument (without a quoted price in an active market) whose fair value cannot be reliably measured, or on a derivative financial asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the carrying amount of the financial asset is reduced to the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. The amount of reduction is recognised as an impairment loss in profit or loss. The impairment loss on such financial asset is not reversed once it is recognised. - 20 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 9. Financial instruments - continued 9.4 Transfer of financial assets The Group derecognises a financial asset if one of the following conditions is satisfied: (1) the contractual rights to the cash flows from the financial asset expire; or (2) the financial asset has been transferred and substantially all the risks and rewards of ownership of the financial asset is transferred to the transferee; or (3) although the financial asset has been transferred, the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset. For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, the difference between (1) the carrying amount of the financial asset transferred; and (2) the sum of the consideration received from the transfer and any cumulative gain or loss that has been recognised in other comprehensive income, is recognised in profit or loss. 9.5 Classification, recognition and measurement of financial liabilities Debt and equity instruments issued by the Group are classified into financial liabilities or equity on the basis of the substance of the contractual arrangements and definitions of financial liability and equity instrument. On initial recognition, financial liabilities are classified into financial liabilities at fair value through profit or loss and other financial liabilities. The financial liabilities in group are other financial liabilities, including short-term borrowings, notes payables, account payables, interest payables, other payables and long-term borrowings etc. 9.5.1 Other financial liabilities Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with gain or loss arising from derecognition or amortisation recognised in profit or loss. 9.6 Derecognition of financial liabilities The Group derecognises a financial liability (or part of it) only when the underlying present obligation (or part of it) is discharged. An agreement between the Group (an existing borrower) and an existing lender to replace the original financial liability with a new financial liability with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. When the Group derecognises a financial liability or a part of it, it recognises the difference between the carrying amount of the financial liability (or part of the financial liability) derecognised and the consideration paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss. - 21 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 9. Financial instruments - continued 9.7 Offsetting financial assets and financial liabilities Where the Group has a legal right that is currently enforceable to set off the recognised financial assets and financial liabilities, and intends either to settle on a net basis, or to realise the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the net amount is presented in the balance sheet. Except for the above circumstances, financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset. 9.8 Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The Group does not recognise any changes in the fair value of equity instruments. The equity instruments transaction expenses deducted from equity. The Group treats distribution to equity instrument holders as profit distributions. Shareholder equity is not affected by share dividend distributed. 10. Account Receivables 10.1 Receivables that are individually significant and for which bad debt provision is individually assessed A receivable that exceeds RMB 3,000,000 is deemed as an individually significant receivable by the Group. For receivables that are individually significant, the Group assesses the receivables individually for impairment. For a financial asset that is not impaired individually, the Group includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Receivables for which an impairment loss is individually recognised are not included in a collective assessment of impairment. 10.2 Receivables that are not individually significant but for which bad debt provision is individually assessed For receivables that are not individually significant but for which bad debt provision is individually assessed, when objective evidence suggests that the Group cannot collect receivables in accordance with original clauses, the Group would recognize impairment loss and provide bad debts according to the difference between carrying amount and present value of future cash flows. - 22 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 11. Inventories 11.1 Categories of inventories The Group's inventories mainly include raw materials, work in progress and finished goods. Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other expenditures incurred in bringing the inventories to their present location and condition. 11.2 Valuation method of inventories upon delivery The actual cost of inventories upon delivery is calculated using the weighted average method. Agricultural products harvested are reported in accordance with the CAS 1 Inventories. 11.3 Basis for determining net realisable value of inventories and provision methods for decline in value of inventories At the balance sheet date, inventories are measured at the lower of cost and net realisable value. If the net realisable value is below the cost of inventories, a provision for decline in value of inventories is made. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net realisable value is determined on the basis of clear evidence obtained, and takes into consideration the purposes of holding inventories and effect of post balance sheet events. Provision for decline in value of other inventories is made based on the excess of cost of inventory over its net realisable value on an item-by-item basis. After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realisable value of inventories is higher than their cost, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period. 11.4 Inventory count system The perpetual inventory system is maintained for stock system. 11.5 Amortisation method for low cost and short-lived consumable items and packaging materials Packaging materials and low cost and short-lived consumable items are amortised using the immediate write-off method. - 23 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 12. Long term equity investments 12.1 Basis for determining control, joint control and significant influence Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating policy decisions relating to the activity require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect of potential voting rights of the investee (for example, warrants and convertible debts) held by the investing enterprises or other parties that are currently exercisable or convertible shall be considered. 12.2 Determination of initial investment cost For a long-term equity investment acquired not involving enterprises under common control, the investment cost of the long-term equity investment is the cost of acquisition. Audit fee, legal services, consulting fees and other related management costs in acquisition are expensed in profits and losses when happened. Other long-term equity investments acquired from other than acquisitions are recognised using original cost. 12.3 Subsequent measurement and recognition of profit or loss 12.3.1 Long-term equity investment accounted for using the cost method The Group accounts for long-term equity investment using the cost method. A subsidiary is an investee that is controlled by the Group. Under the cost method, a long-term equity investment is measured at initial investment cost. Long-term equity investment is adjusted when capital is added or recollected. Investment income is recognised in the period in accordance with the attributable share of cash dividends or profit distributions declared by the investee. 12.4 Disposal of long-term equity investments On disposal of a long term equity investment, the difference between the proceeds actually received and receivable and the carrying amount is recognised in profit or loss for the period. - 24 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 13. Fixed assets 13.1 Recognition criteria for fixed assets Fixed assets are tangible assets that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes, and have useful lives of more than one accounting year. A fixed asset is recognised only when it is probable that economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. Fixed assets are initially measured at cost. Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it is probable that economic benefits associated with the asset will flow to the Group and the subsequent expenditures can be measured reliably. Meanwhile the carrying amount of the replaced part is derecognised. Other subsequent expenditures are recognised in profit or loss in the period in which they are incurred. 13.2 Depreciation of each category of fixed assets A fixed asset is depreciated over its useful life using the straight-line method since the month subsequent to the one in which it is ready for intended use. The useful life, estimated net residual value rate and annual depreciation rate of each category of fixed assets are as follows: Estimated Estimated Annual useful life residual rate depreciation rate Buildings 20-40years 0-5% 2.4%-5.0% Machinery 10-20years 0-5% 4.8%-10.0% Motor Vehicles 4-12years 0-5% 7.9%-25.0% Estimated net residual value assumes the situation where a fixed asset expire for its estimated useful life and is in its expected final status. Estimated net residual value is the amount that the Group can obtain from the disposal less expected disposal fees. 13.3 Other explanations If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or disposal, the fixed asset is derecognised. When a fixed asset is sold, transferred, retired or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognised in profit or loss for the period. The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation method applied at least once at each financial year-end, and account for any change as a change in an accounting estimate. 14. Construction in progress Construction in progress is measured at its actual costs. The actual costs include various construction expenditures during the construction period, borrowing costs capitalised before it is ready for intended use and other relevant costs. Construction in progress is not depreciated. Construction in progress is transferred to a fixed asset when it is ready for intended use. - 25 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 15. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset are capitalised when expenditures for such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. Capitalisation of borrowing costs ceases when the qualifying asset being acquired, constructed or produced becomes ready for its intended use or sale. Capitalisation of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is suspended abnormally and when the suspension is for a continuous period of more than 3 months. Capitalisation is suspended until the acquisition, construction or production of the asset is resumed. Other borrowing costs are recognised as an expense in the period in which they are incurred. 16. Biological assets The biological assets of the Group are bearer biological assets. 16.1 Bearer biological assets Bearer biological assets are biological assets, for example, held for the production of agricultural produce, provision of services or rental, Bearer biological assets in the Group are vines. A bearer biological asset is initially measured at cost. The cost of a bearer biological asset self-grown or self-bred comprises those costs necessarily incurred and directly attributable to the asset before the asset becomes available for its intended production and operating purposes, and any borrowing cost meeting the capitalisation criteria. The Group charge deprecation for productive biological assets which satisfy expected production, and record the deprecation in balance sheet and income statement. The Group uses straight line method to calculate the deprecation, and details as follows: Estimated Estimated Annual Category useful life residual rate depreciation rate Vines 20 years - 5% The Group evaluates the useful life and expected net salvage value by considering the normal producing life of the bearer biologial assets. The Group reviews the useful life and estimated net residual value of bearer biological assets and the depreciation method applied at least once at each financial year-end, and account for any change as a change in an accounting estimate. On the sale, identification of any shortages during stocktaking, death or damage of biological asset, the proceeds on disposal net of the carrying amount and relevant taxes is recognised in profit or loss for the current period. - 26 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 17. Intangible assets 17.1 Intangible assets Intangible assets include land use rights, software, etc. An intangible asset is measured initially at cost. When an intangible asset with a finite useful life is available for use, its original cost less net residual value and any accumulated impairment losses is amortised over its estimated useful life using the straight-line method. An intangible asset with an indefinite useful life is not amortised. The useful lives of the intangible assets are as follows: Annual Item Useful life Net residual value amortization rate Land use rights 40-50 years - 2-2.5% Software 5-10 years - 10-20% For an intangible asset with a finite useful life, the Group reviews the useful life and amortisation method at the end of the period, and makes adjustments when necessary. 18. Impairment of long-term assets The Group and the Company review the impairment status of long-term equity investments, fixed assets, construction in progress, bearer biological asset and intangible assets with finite useful life at the end of each year. If the assets exist impairment, the Group estimates the recoverable amount of the assets. An intangible asset with an indefinite useful life and intangible assets not yet available for use are tested for impairment annually, irrespective of whether there is any indication that the assets may be impaired. Recoverable amount is estimated on individual basis. If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs will be estimated. The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset. If recoverable amount of assets is less than book value, the difference is recognised as impairment provision and expensed in current period. Goodwill is tested for impairment at least at the end of each year. For the purpose of impairment testing, goodwill is considered together with the related assets group (s), i.e., goodwill is reasonably allocated to the related assets group (s) or each of assets group (s) expected to benefit from the synergies of the combination. An impairment loss is recognised if the recoverable amount of the assets group or sets of assets groups (including goodwill) is less than its carrying amount. The impairment loss is firstly allocated to reduce the carrying amount of any goodwill allocated to such assets group or sets of assets groups, and then to the other assets of the group pro-rata on the basis of the carrying amount of each asset (other than goodwill) in the group. The impairment is recognised in profit or loss for the period in which it is incurred and will not be reversed in any subsequent period. - 27 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 19. Long term prepaid expenses Long-term prepaid expenses represent expenses incurred that should be borne and amortised over the current and subsequent periods (together of more than one year). Long-term prepaid expenses are amortised using the straight-line method over the expected periods in which benefits are derived. Long term prepaid expenses of the Group are amortized over the following period: Amortization period Land requisition fee 50 years Land lease prepayment 50 years Greening fee 5 years Leasehold improvement 3-5years Others 3 years 20. Employee benefits 20.1 Short-term employee benefits In an accounting period in which an employee has rendered service to the Group, the Group recognises the actual employee benefits for that service as a liability. The employee benefits of the Group are either included in cost of related assets or charged to profit or loss in the period when they are incurred. Non-monetary employee benefits are measured at fair value. Social insurances such as medical insurance, injury insurance and pregnancy insurance, housing funds, labor union and employee education fees paid by the Group for employees, are recognised as relevant liability in the period in which the employees provide service, in accordance with the regulated recognition basis and percentage. The related expenditures are either included in cost of related assets or charged to profit or loss in the period when they are incurred. 20.2 Accounting treatments of retired benefits Retired benefits of the Group are all predetermined provision plan. In the period in which the employees provide service, the Group recognise liability in accordance with the amounts to be paid calculated according to the predetermined provision plan, and the related expenditures are either included in cost of related assets or charged to profit or loss in the period when they are incurred. 20.3 Accounting treatments of termination benefits When providing termination benefits to employees, the Group recognise employee benefits payroll resulting from termination benefits at the earlier of: the Group cannot unilaterally withdraw from the termination plan or the redundancy offer; the Group recognise relevant costs and expenses related to the payment of termination benefits in reconstructuring. - 28 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 21. Revenue 21.1 Revenue from sale of goods Revenue from sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership of the goods. The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. The amount of revenue can be measured reliably and it is probable that the associated economic benefits will flow to the Group. The associated costs incurred or to be incurred can be measured reliably. 21.2 Revenue from rendering of services When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction shall be recognized by reference the stage of completion of the transaction at the reporting date. The outcome of a transaction can be estimated reliably. When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue is recognised only to the extent of the costs incurred that will be recoverable, and the costs incurred are recognised as expenses for the period. When it is not probable that the costs incurred will be recovered, revenue is not recognised. 22. Government grants Government grants are transfer of monetary assets and non-monetary assets from the government to the Group at no consideration. The income is accounted for as either a government grant related to an asset or a government grant related to income based on its nature. A government grant is recognised only when the Group can comply with the conditions attaching to the grant and the Group will receive the grant. Monetary government grants are measured by the amount received or receivable. 22.1 Government grant related to an asset A government grant related to an asset is recognised as deferred income, and evenly amortised to profit or loss over the useful life of the related asset. 22.2 Government grant related to income For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent periods, the grant is recognised as deferred income, and recognised in profit or loss over the periods in which the related costs are recognised. If the grant is a compensation for related expenses or losses already incurred, the grant is recognised immediately in profit or loss for the period. - 29 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 23. Deferred tax assets/deferred tax liabilities The income tax expenses include current income tax and deferred income tax. 23.1 Current income tax At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are measured at the amount expected to be paid (or recovered) according to the requirements of tax laws. 23.2 Deferred tax assets and deferred tax liabilities For temporary differences between the carrying amounts of certain assets or liabilities and their tax base, or between the nil carrying amount of those items that are not recognised as assets or liabilities and their tax base that can be determined according to tax laws, deferred tax assets and liabilities are recognised using the balance sheet liability method. Deferred tax is generally recognised for all temporary differences. Deferred tax assets for deductible temporary differences are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilised. However, for temporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset or liability is recognised. For deductible losses and tax credits that can be carried forward, deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilised. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to tax laws, that are expected to apply in the period in which the asset is realised or the liability is settled. - 30 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 23. Deferred tax assets/ deferred tax liabilities - continued 23.2 Deferred tax assets and deferred tax liabilities - continued Current and deferred tax expenses or income are recognised in profit or loss for the period, except when they arise from transactions or events that are directly recognised in other comprehensive income or in shareholders' equity, in which case they are recognised in other comprehensive income or in shareholders' equity; and when they arise from business combinations, in which case they adjust the carrying amount of goodwill. At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longer probable that sufficient taxable profits will be available in the future to allow the benefit of deferred tax assets to be utilised. Such reduction in amount is reversed when it becomes probable that sufficient taxable profits will be available. 23.3 Net off of income taxes When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis. When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis or to realise the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net basis. 24. Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. 24.1 Operating leases 24.1.1 The Group as lessee under operating leases Operating lease payments are recognised on a straight-line basis over the term of the relevant lease, and are either included in the cost of related asset or charged to profit or loss for the period. Initial direct costs incurred are charged to profit or loss for the period. Contingent rents are charged to profit or loss in the period in which they are actually incurred. - 31 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 25. Other significant accounting policies, accounting estimates and preparation of financial statements From 1 July 2014, the Group has adopted a series of new accounting standards issued by The Ministry of Finance, including Accounting Standard for Business Enterprises No.39-Fair value measurement, Accounting Standard for Business Enterprises No.40-Joint Arrangements, Accounting Standard for Business Enterprises No.41-Disclosure of interests in other entities, Accounting Standard for Business Enterprises No.2-Long-term equity investment, Accounting Standard for Business Enterprises No.9-Employee benefit, Accounting Standard for Business Enterprises No.30- Presentation of financial statement, Accounting Standard for Business Enterprises No.33-Consolidated Financial Statements Accounting Standard for Business Enterprises No.37-Financial instrument disclosures.These changes in accounting policies were approved in the No.8meeting by the No.6 board of directors of the Company. Long-term equity investment Before adopting Accounting Standard for Business Enterprises No.2-Long-term equity investment (Revised), the Group treated as long-term investment for investment with neither control nor significant influence to investee, no quoted market price in an active market and whose fair value cannot be reliably measured at cost. After adopting Accounting Standard for Business Enterprises No.2-Long-term equity investment (Revised), the Group treated as available-for-sale financial assets for the investment with neither control nor significant influence to investee, no quoted market price in an active market and whose fair value cannot be reliably. The Group undertakes retrospective adjustments for the changes in accounting policy, resulting the change from long-term equity investment to as available-for-sale financial assets for investment with neither control nor significant influence to investee, no quoted market price in an active market and whose fair value cannot be reliably. As full bad debts provision has been made for the asset on 31 December 2013, the amount in blance sheet is not affected. Employee benefit Before adopting Accounting Standard for Business Enterprises No.9-Employee benefit (Revised), for retired benefits, when the Group terminates employment relationship with employees before the expiry of the employment contracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, if the Group has a formal plan for termination of employment relationship or has made an offer for voluntary redundancy which will be implemented immediately, and the Group cannot unilaterally withdraw from the termination plan or the redundancy offer, a provision for the compensation payable arising from the termination of employment relationship with employees is recognised with a corresponding charge to the profit or loss for the period. After adopting Accounting Standard for Business Enterprises No.9-Employee benefit (Revised), please see Notes III 20(3)-Accounting treatments for retired benefits for its accounting policies. Management of the Group believes that adopting the accounting standard does not have a material impact on the financial statements. - 32 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 25. Other significant accounting policies, accounting estimates and preparation of financial statements - continued Joint Arrangements Accounting Standard for Business Enterprises No.40-Joint Arrangement classifies joint arrangements as joint operations and joint ventures. An entity determines the type of joint arrangement in which it is involved by considering its rights and obligations. An entity assesses its rights and obligations by considering the structure and legal form of the arrangement, the contractual terms agreed to by the parties to the arrangement. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Management of the Group believes that adopting the accounting standard does not have a material impact on the financial statements. Consolidated Financial Statements Accounting Standard for Business Enterprises No.33-Consolidated Financial Statements (Revised) has revised the definition of control, the "control" is defined as "investor owns the power to investee, earns changeable return through participating relevant activities of the investee, has the power to affect the changeable return through utilizing the power to the investee and makes explicit accounting rules about the special transaction. Management of the Group believes that adopting the accounting standard does not have a material impact on the financial statements. Financial instrument disclosures Accounting Standard for Business Enterprises No.37-Financial instrument disclosures (Revised) adds rules relating to offset and disclosure requirements, adds disclosure requirements about financial asset transfer and modifies disclosure requirements about the maturity of financial assets and liabilities. This financial statement has been prepared in accordance with the standard, and with comparable annual financial statements disclosure adjusted accordingly. Presentation of financial statement Accounting Standard for Business Enterprises No.30- Presentation of financial statement (Revised) separates other comprehensive income into following two categories: (1) Other comprehensive income items which will not be reclassified subsequently to profit or loss; (2) Other comprehensive income items which will be reclassified subsequently to profit or loss when specific conditions are met. This financial statement has been prepared in accordance with the standard, and with comparable annual financial statements disclosure adjusted accordingly. - 33 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING - continued 25. Other significant accounting policies, accounting estimates and preparation of financial statements - continued Fair value measurement Accounting Standard for Business Enterprises No.39-Fair value measurement regulates measurement and disclosure of fair value. Adopting the standard does not have a significant impact on measurement of financial statement items, but will lead to more extensive disclosures on fair value by the Group. This financial statement has been prepared in accordance with the standard. Disclosure of interests in other entities Accounting Standard for Business Enterprises No.41-Disclosure of interests in other entities applies to the disclosure of an enterprise's interest in subsidiaries, joint arrangements, associates and unconsolidated structured entities. Adopting the standard will lead to more extensive disclosures on financial statements by the Group. This financial statement has been prepared in accordance with the standard, and with comparable annual financial statements disclosure adjusted accordingly. IV. CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES In the application of accounting policies as set out in Note III, the Group is required to make judgments, estimates and assumptions about the carrying amounts of items in the financial statements that cannot be measured accurately, due to the internal uncertainties of the operating activities. These judgments, estimates and assumptions are based on historical experience of the Group's management as well as other factors that are considered to be relevant. Actual results may differ from these estimates. The Group periodically review the judgments, estimates and assumptions above on a going concern basis. For those changes in accounting policies that only affect current financial statements, the influences are recognized in current period. For those changes in accounting policies that affect both current and future financial statements, the influences are recognized in both current and prospective periods. Significant accounting judgments and accounting estimates The following are key assumptions for after balance sheet date event and other factors of uncertain estimation. They may cause material adjustment on balance sheet in following accounting period. Deferred tax assets Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies. - 34 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED IV. CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES - continued Significant accounting judgments and accounting estimates - continued Depreciation As set out in Note III-13, the depreciation is calculated on the straight line basis to write-off the cost of each item of fixed assets to its residual value over its estimated useful life. The Group's management determines the estimated useful lives for its fixed assets. This estimate is based on the historical experience of the actual useful lives of fixed assets of similar nature and functions. If the previous estimates have significant changes, and depreciation expenses will be adjusted in the future periods. Useful life of intangible assets The estimated useful lives of the intangible assets are determined based on the historical experience of the actual useful lives of intangible assets of similar nature and functions as well as considering the contractual rights and statutory rights applicable to the intangible assets. When the estimated useful lives of finite intangible assets are shortened or extended, the amortization periods should be adjusted accordingly. When there is evidence indicating the useful lives of intangible assets with indefinite useful lives becomes finite, the useful lives should be estimated and the intangible assets should be accounted for in accordance with the standards for the intangible assets with finite useful lives. Impairment of non-current assets The Group assesses whether the recoverable amount is lower than the book value. If there are any indicators that the book value of non-current assets cannot be fully recoverable, impairment losses should be recorded. The recoverable amount is the higher of an asset's fair value less costs to sell and the present value of the future cash flows expected to be derived from an asset. As it is difficult for the Group to obtain the quoted market price of the assets (or assts group), the fair value of the assets cannot be reliably estimated. When the management make estimation on the expected future cash flows from the asset or cash generating unit, estimates should be made on choosing a suitable production volume, selling price and related operating costs discount rate in order to calculate the present value of those cash flows. When recoverable amounts are undertaken, management may use all available for use information, including the forecast on production volume, selling price and related operating costs in reasonable and supportable assumptions. Estimated provision for accounts receivable A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy are considered indicators that the trade receivable is impaired. The provision is reassessed at the end of each year. - 35 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED IV. CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES - continued Significant accounting judgments and accounting estimates - continued Inventory provision based on net realizable value The inventory are measured on the lower of carrying value and net realizable value, and provision should be made for impairment on obsolete and slow moving inventories. The group will reassess whether the net realizable value is lower than the carrying cost at the end of each year. V. TAXES 1. The main taxes and tax rate are as follows: Value added tax VAT is levied at 17% on the invoiced amount after deduction of eligible input VAT. Consumption tax The consumption tax of the group is levied on gross revenue at rates ranging from 10% to 20%. Business tax The Group is subject to a business tax of 5% on its taxable revenue. City development tax Levied at 7% of total business tax payment. Corporate income tax The Group is subject to a corporate income tax rate of 25% or 33% on its taxable income. Other than tax incentives stated in Notes-V (2), applicable tax rates of the Group in 2014 and 2013 are all stated as above. 2. Tax incentives and relative permit Ningxia Changyu Grape Growing Co., Ltd.("Ningxia Growing"), a subsidiary of the Group, whose principal activity is grape growing is incorporated in Ningxia Huizu Autonomous Region. According to clause 27 of PRC Corporate Income Tax and clause 86 of PRC Corporate Income Tax Measures for Implementation, Ningxia Changyu Grape Growing Co., Ltd. enjoys an exemption of corporate income tax. A subsidiary of the Company, Xinjiang Tianzhu Co., Ltd ("Xinjiang Tianzhu") which is a wine production enterprise incorporated in Xinjiang Weizu Autonomous. In accordance with (Caishui [2011] No.60) and (Xinzhengfa [2010] No.105), which is from 2012 to 2016, the company enjoys a favorable corporate income tax rate of 15% besides the exemption of corporate income tax which belongs to local government. The corporate income tax applicable for current year is 9%. A subsidiary of the Company, Xinjiang Babao Baron Chateau Co., Ltd. ("Shihezi Chateau") which is a wine production enterprise incorporated in Xinjiang Weizu Autonomous. In accordance with (Caishui [2011] No.60) and (Xinzhengfa [2010] No.105), which is from 2011 to 2015, the company enjoys a favorable corporate income tax rate of 15% besides the exemption of corporate income tax which belongs to local government. The corporate income tax applicable for current year is 9%. - 36 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Cash and bank Closing balance Opening balance RMB RMB Cash 101,660 772,817 Bank balance 1,010,259,393 1,235,788,080 Other currency fund 135,004,018 ____________ 131,257,285 ____________ Total 1,145,365,071 ____________ 1,367,818,182 ____________ As at 31 December 2014, the balance of restricted cash of the Group is RMB 2,643,519 (31 December 2013: RMB 2,609,237), which is the Group's housing fund. As at 31 December 2014, the Group's other monetary assets include security of RMB125,000,000 018 (31 December 2013: RMB125,000,000)s pledged for a short-term borrowing from HSBC of HKD152,000,000 (translated as RMB119,912,800), refundable deposit for notes payable of Shi He Zi Chateau of RMB10,000,000 (31 December 2013: RMB 5,965,996)and company cards deposit guarantee of RMB4,018 (31 December 2013: RMB 291,289). As at 31 December 2014, the Group's overseas cash and bank deposit is RMB 43,746,008 (31 December 2013: RMB 13,104,666). As at 31 December 2014, The Group's term deposits with original maturity of more than three months when acquired is RMB 47,245,260 (31 December 2013: RMB 277,392,728) with interest rates ranging from 3.25%-4.13%, which will mature from 3 months to 1 year. 2. Notes receivable (1) Categories of notes receivable Closing balance Opening balance RMB RMB Bank acceptances 138,315,319 __________ 79,702,753 _________ (2) Notes receivable which have been pledged as security at the end of the period: As of 31 December 2014, there was no pledged notes receivable (31 December 2013: Nil). - 37 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 2. Notes receivable - continued (3) Notes endorsed by the Group to other parties which are not yet due at the end of the period Closing balance Opening balance RMB RMB Bank acceptances 47,805,224 __________ 19,167,830 _________ As at 31 December 2014, notes endorsed by the Group to other parties which are not yet due at the end of the period is RMB47,805,224 (31 December 2013: RMB19,167,830). The notes are used for payment to suppliers. The Group believes that due to good reputation of bank, the risk of notes not accepting by bank on maturity is very low, and almost all the risks and rewards on ownership of the notes receivable have been transferred to the supplier, therefore derecognise the note receivables endorsed. If the bank is unable to pay the notes on maturity, according to the relevant laws and regulations of China, the Group would undertake limited liability for the notes. (4) Notes receivable reclassified to accounts receivable due to the drawers' inability to settle the note on maturity No notes receivable were reclassified as accounts receivable due to the default of drawer (31 December 2013: Nil). 3. Accounts receivable (1) Disclosure of accounts receivable by categories: Closing balance Opening balance Bad debts Carrying Bad debts Carrying Amount provision amount Amount provision amount Amount Proportion Amount Ratio Amount Amount Proportion Amount Ratio Amount RMB % RMB % RMB RMB % RMB % RMB Accounts receivable that are individually significant and for which bad debt provision has been assessed individually 67,557,319 46.4 - - 67,557,319 72,118,959 40.7 - - 72,118,959 Accounts receivable that are not individually significant but for which bad debt provision has been assessed individually ______ ___ 78,115,092 53.6 ____ ____ ______ ______ ___ - - 78,115,092 104,990,557 59.3 ____ - ____ ______ - 104,990,557 Total 145,672,411 100.0 - - 145,672,411 177,109,516 100.0 - - 177,109,516 ______ ___ ____ ____ ______ ______ ___ ____ ____ ______ - 38 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 3. Accounts receivable - continued (1) Disclosure of accounts receivable by categories: - continued The Group determines that accounts receivable of more than RMB3,000,000 is considered as individually significant trade receivable. The normal credit term is one month, which can be extended to one year for certain major customers. The accounts receivable are interest-free. The aging analysis is as follows: Closing balance Opening balance RMB RMB Within 1 year 145,672,411 174,141,205 1 to 2 years - __________ 2,968,311 __________ 145,672,411 __________ 177,109,516 __________ (2) Recognitions, collections and reversals during the current period: As at 31 December 2014, there was no bad debt provision for accounts receivable (31 December 2013: Nil). There was no bad debt provision made, reversed or written-off by management in 2014 (2013: Nil). (3) Top five entities with the largest balances of accounts receivable: Relationship Percentage of with the Group Amount Aging total receivables RMB % Nonggongshang Supermarket (Group) Co., Ltd Third party 13,983,913 Within 1 year 9.6 Wal-Mart (China) Investment Co., Ltd. Third party 9,764,215 Within 1 year 6.7 Suguo Supermarket Co., Ltd Third party 8,979,267 Within 1 year 6.2 Kunshan Runhua Business Co. Ltd Huangpu branch Third party 8,363,514 Within 1 year 5.7 Wumart Stores, Inc. Third party 7,864,077 ________ Within 1 year 5.4 ___ 48,954,986 ________ 33.6 ___ - 39 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 4. Prepayments (1) The aging analysis is as follows: Closing balance Opening balance Amount Ratio Amount Ratio RMB % RMB % Within 1 year 8,073,786 _________ 100.0 _____ 45,997,863 _________ 100.0 _____ (2) As at 31 December 2014, the top 5 of prepayments are as follows: Reason Percentage of Relationship for being total advances with the Group Amount Aging outstanding to suppliers RMB % Austria Lawrence Fine Wines V Co. Ltd Third party 2,828,300 Within 1 year goods not received 35.0 Shandong Electricity Company Yantai branch Third party 677,389 Within 1 year electricity purchase 8.4 Beijing Diaoyutai Wine Co. Third party 400,800 Within 1 year prepaid deposits 5.0 Liu, Yuling Third party 348,124 Within 1 year goods not received 4.3 Yu, Zhihai Third party 328,194 ________ Within 1 year goods not received 4.1 ___ 4,582,807 ________ 56.8 ___ 5. Interest receivable (1) Categories of interest receivable Closing balance Opening balance RMB RMB Interests of term deposits 3,619,429 ________ 8,417,995 ________ (2) Overdue interest As at 31 December 2014, there was no overdue interest receivable (31 December 2013: Nil). - 40 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 6. Other receivables (1) Disclosure of other receivables by categories Closing balance Opening balance Bad debts Carrying Bad debts Carrying Amount provision amount Amount provision amount Amount Proportion Amount Ratio Amount Amount Proportion Amount Ratio Amount RMB % RMB % RMB RMB % RMB % RMB Other receivables that are individually significant and for which bad debt provision has been assessed individually 16,540,213 42.9 (7,199,521) 43.5 9,340,692 65,272,429 61.2 (7,392,429) 11.3 57,880,000 Other receivables that are not individually significant but for which bad debt provision has been assessed individually ______ ___ _____- 22,021,610 57.1 ___- ______ ______ ___ _____- 22,021,610 41,451,794 38.8 ___- ______ 41,451,794 合计 38,561,823 100.0 ______ ___ (7,199,521) ___ ______ ______ ___ (7,392,429) ___6.9 ______ _____ 18.7 31,362,302 106,724,223 100.0 _____ 99,331,794 The Group determines that other receivables of more than RMB 3,000,000 are considered as individually significant other receivables. Other receivables that are individually significant and for which bad debt provision has been assessed individually: As at 31 December 2014, the bad debt provision for individually significant balance is as follows: Balance Bad debts provision Percentage Reason for provision RMB RMB % The debtor is in the process of liquidation Tiantong Security Co., Ltd. 7,199,521 _______ 7,199,521 _______ 100 Unable to repay As at 31 December 2013, the bad debt provision for individually significant balance is as follows: Balance Bad debts provision Percentage Reason for provision RMB RMB % The debtor is in the process of liquidation Tiantong Security Co., Ltd. 7,392,429 _______ 7,392,429 _______ 100 Unable to repay The aging analysis is as follows: Closing balance Opening balance Bad debts Carrying Bad debts Carrying Amount provision amount Amount provision amount Amount Proportion Amount Amount Amount Proportion Amount Amount RMB % RMB RMB RMB % RMB RMB Within 1 year 22,513,054 58.4 - 22,513,054 96,808,614 90.7 - 96,808,614 1 to 2 years 7,422,977 19.3 - 7,422,977 1,936,191 1.8 - 1,936,191 2 to 3 years 976,083 2.5 - 976,083 221,072 0.2 - 221,072 Over 3 years 7,649,709 _______ 19.8 ____ (7,199,521) _______ 450,188 _______ 7,758,346 _______ ____7.3 (7,392,429) _______ 365,917 _______ 38,561,823 100.0 (7,199,521) 31,362,302 106,724,223 100.0 (7,392,429) 99,331,794 _______ ____ _______ _______ _______ ____ _______ _______ - 41 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 6. Other receivables - continued (2) Accrual, reversal and written-off during the current period Opeing balance Accrual Reversal Written-off Closing balance RMB RMB RMB RMB RMB 2014 7,392,429 _______ (192,908) _______ ________ 7,199,521 ________ _______ No bad debt accrued in 2014, and bad debt reversed in 2014 is RMB 192,908. Reasons for Basis of determining Accumulated bad debt Amount of reversal or the original provision prior to reversals or Content of other receivables collections bad debt provision reversals or collections collections RMB RMB Tiantong Security Co., Ltd. Collected Exceed credit period (7,392,429) ________ 192,908 ______ (3) Other receivables written off in the reporting period No other receivable written off in 2014. (4) Disclosure of other receivables by categories Closing balance Opening balance RMB RMB Deposit 8,651,139 8,794,120 Petty cash receivable 3,138,780 3,657,944 Refund of consumption tax, real estate tax 8,772,123 6,927,183 Land purchase deposit - 52,880,000 Others 10,800,260 __________ 27,072,547 _________ 31,362,302 __________ 99,331,794 _________ (5) Top five entities with the largest balances of other receivables As at 31 December 2014, the top 5 of other receivables are as follows: Percentage of total Bad debt Nature Amount Aging other receivable Amount RMB % RMB Tiantong Security Co., Ltd. Investment fund 7,199,521 Over 3 years 18.7 7,199,521 Yantai Economic and Technological Development Zone Construction Industry Association Deposit 5,000,000 1-2 years 13.0 - Shihezi National Tax Bureau Refund tax 4,340,692 Within 1 year 11.2 - Yantai National Tax Bureau Refund tax 2,407,934 Within 1 year 6.2 - Liaoning Administration of Foreign Experts Affairs Reimbursed expenses 1,894,055 ________ 1-2 years ___4.9 _______- 20,842,202 54.0 7,199,521 ________ ___ _______ - 42 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 7. Inventories (1) Disclosure of inventories by categories Closing balance Opening balance Net carrying Net carrying Balance Provision amount Balance Provision amount RMB RMB RMB RMB RMB RMB Raw material 74,820,215 - 74,820,215 85,025,169 - 85,025,169 Work in progress 919,070,983 - 919,070,983 930,137,624 - 930,137,624 Finished goods 1,108,809,575 _________ _______ 1,093,485,200 (15,324,375) _________ 1,119,090,234 _________ (13,135,590) _______ 1,105,954,644 _________ 2,102,700,773 (15,324,375) _________ _______ 2,087,376,398 _______ _________ _________ (13,135,590) _________ _________ 2,134,253,027 _______ 2,121,117,437 (2) Inventory provision 2014 Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Finished goods 13,135,590 ________ 2,188,785 _______ - ________ 15,324,375 ________ 8. Available-for-sale financial assets (1) Available-for-sale financial assets Closing balance Opening balance Amount Impairment Carrying amount Amount Impairment Carrying amount RMB RMB RMB RMB RMB RMB Available-for-sale equity instruments measured at cost 10,000,000 (10,000,000) _______ - ______ 10,000,000 _________ (10,000,000) _______ - ______ _________ _______ _______ (2) Available-for-sale financial assets measured at cost Carrying amount Provision for impairment losses Proportion of voting power in Cash dividend Investee Opening Increase Decrease Closing Opening Increase Decrease Closing the investee (%) for the period RMB RMB RMB RMB RMB RMB RMB RMB RMB Yantai Dingtao Construction and Development Co., Ltd. 10,000,000 - - 10,000,000 10,000,000 - - 10,000,000 18 - - 43 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 9. Fixed assets (1) Details of fixed assets Buildings Machinery Motor Vehicles Total RMB RMB RMB RMB I. Total original carrying amount 1. Opening balance 1,464,646,808 1,236,192,126 24,325,489 2,725,164,423 2. Increase Purchase 4,823,315 47,752,763 2,129,517 54,705,595 Transfer from CIP 590,228,245 98,432,128 - 688,660,373 3. Decrease Disposal __________- (8,402,917) __________ (680,303) ________ (9,083,220) __________ 4. Closing balance 2,059,698,368 __________ 1,373,974,100 __________ 25,774,703 ________ 3,459,447,171 __________ II. Total accumulated depreciation 1. Opening balance 222,433,019 565,658,995 19,431,065 807,523,079 2. Increase Additions 47,202,827 78,071,524 1,875,434 127,149,785 3. Decrease Disposal __________- (7,560,146) __________ (347,902) ________ (7,908,048) __________ 4. Closing balance 269,635,846 __________ 636,170,373 __________ 20,958,597 ________ 926,764,816 __________ III. Total carrying amount of fixed assets 1. Closing carrying amount 1,790,062,522 __________ 737,803,727 __________ 4,816,106 ________ 2,532,682,355 __________ 2. Opening carrying amount 1,242,213,789 __________ 670,533,131 __________ 4,894,424 ________ 1,917,641,344 __________ As at 31 December 2014, there was no fixed assets with ownership restricted (31 December 2013: Nil). As at 31 December 2014, there was no temporary idle fixed assets, no fixed assets leased under finance leases , no leased out under operating leases and no held for sale at the end of the period. (2) Fixed assets of which certificates of title have not been obtained As at 31 December 2014, buildings without property certificate are as follows: Reasons why certificates Items Amount of title have not been obtained RMB Xinjiang Shihezi Chateau factory building 256,981,006 Processing Beijing Chateau European town, main, service building 233,407,559 Processing Ningxia Wine production factory and office building 77,789,345 Processing Sales Company office buildings 44,351,379 Processing Xinjiang Tianzhu fermentations and storage warehouse 28,325,121 Processing Ice Wine Chateau office building and packing workshop 10,429,634 Processing Fermentation center office, experiment building and workshop 6,556,657 Processing Jingyang factory fermentation building 4,969,078 Processing Kylin Packaging finished goods warehouse and workshop 2,759,562 __________ Processing __________ - 44 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 10. Construction in progress (1) Construction in progress Closing balance Opening balance RMB RMB The Company's reconstruction project 182,767 269,802 Xinjiang Tianzhu workshop reconstruction project 317,758 1,018,309 Kylin Packing production line project - 19,800 Yantai Chateau vineyard project - 10,619,000 AFIP plaza reconstruction project 28,000 - Ningxia Chateau road project 4,083,378 600,000 Ice Wine Chateau project 69,840 - Sales Company construction project 39,316,089 66,682,027 Langfang Castel reconstruction project 271,057 - Jingyang Wine fermentation workshop reconstruction project 794,385 158,569 Ningxia united workshop - 1,464,202 Shi He Zi Chateau construction project 69,298,865 152,871,244 Xinjiang Sales Co. construction project 6,513,350 - Ningxia Chateau construction project 127,432,353 92,062,210 Xianyang Chateau construction project 222,927,964 403,657,745 Research, development and manufacturing center Construction Project 1,127,641,913 558,716,989 Ding Luo Te Chateau Project 73,517,357 119,074,949 Huanren factory construction project 26,261,424 16,439,684 Chang'an Chateau tourism project 1,810,000 ____________ - ____________ 1,700,466,500 ____________ 1,423,654,530 ____________ (2) Changes in significant construction in progress Accumulated Opening Transfer to Opening expenditure/b Budget balance Addition PPE balance udget Status Financed by RMB RMB RMB RMB RMB % Xinjiang Tianzhu technology innovation and reconstruction project 3,500,000 1,018,309 2,018,462 (2,719,013) 317,758 92.7 92.7 Self-raised Yantai Chateau vineyard project 30,000,000 10,619,000 9,916,359 (20,535,359) - 68.5 68.5 Self-raised Sales Company construction project 161,350,000 66,682,027 18,011,481 (45,377,419) 39,316,089 88.2 88.2 Self-raised Shihezi Chateau Construction Project (include Xinjiang Sales) 780,000,000 152,871,244 80,212,788 (157,271,817) 75,812,215 82.4 82.4 Self-raised Ningxia Chateau Construction Project (include Ningxia Growing) 414,150,000 92,662,210 79,015,348 (40,161,827) 131,515,731 90.7 90.7 Self-raised XianyangChateauConstructionProject (include Shanxi Tourism) 620,740,000 403,657,745 150,024,525 (328,944,306) 224,737,964 89.2 89.2 Self-raised Research, development and manufacturing center 1,693,970,000 558,716,989 568,924,924 - 1,127,641,913 66.6 66.6 Self-raised Ding Luo Te Chateau project 192,400,000 119,074,949 47,238,806 (92,796,398) 73,517,357 86.4 86.4 Self-raised Huanren factory construction project 31,000,000 16,439,684 9,821,740 - 26,261,424 84.7 84.7 Self-raised 1,421,742,157 965,184,433 (687,806,139) 1,699,120,451 There was no interest capitalized in construction in progress in 2014. As at 31 December 2014, there was no indication of impairment, therefore no provision was made. - 45 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 11. Bearer biological assets Measured at cost Planting RMB I. Total original carrying amount 1. Opening balance 110,589,680 2. Increase Self cultivated 55,887,849 3. Decrease Disposal (5,093,268) __________ 4. Closing balance 161,384,261 __________ II. Total accumulated depreciation 1. Opening balance 8,795,165 2. Increase Accrual 865,855 __________ 3. Closing balance 9,661,020 __________ III. Total net carrying amount 1. Closing net carrying amount 151,723,241 __________ 2. Opening net carrying amount 101,794,515 __________ As at 31 December 2014, there is no biological asset with ownership restricted. As at 31 December 2014, biological assets of the Group include mature bearer biological assets of RMB 23,758,058 (2013: RMB 13,994,402) and immature bearer biological assets of RMB 127,965,183. (2013: RMB 87,800,113) As at 31 December 2014, there is no indication that biological assets may be impaired, and no provision was made. - 46 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 12. Intangible assets (1) Intangible asset Land use rights Microsoft use rights Total RMB RMB RMB I. Total original carrying amount 1. Opening balance 301,043,015 27,123,447 328,166,462 2. Increase Purchase 158,324,359 __________ 9,893,577 _________ 168,217,936 __________ 3. Closing balance 459,367,374 __________ 37,017,024 _________ 496,384,398 __________ II. Total accumulated depreciation 1. Opening balance 27,687,916 4,348,792 32,036,708 2. Increase Accrual 8,595,240 __________ 2,801,256 _________ 11,396,496 __________ 3. Closing balance 36,283,156 __________ 7,150,048 _________ 43,433,204 __________ III. Total net carrying amount 1. Closing net carrying amount 423,084,218 __________ 29,866,976 _________ 452,951,194 __________ 2. Opening net carrying amount 273,355,099 __________ 22,774,655 _________ 296,129,754 __________ As at 31 December 2014, there was no intangible asset with restricted ownership. (2) Intangible asset with restricted ownership Amount Reasons RMB Yantai Development District A - 48、49、51、52 151,895,607 Processing __________ - 47 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 13. Goodwill Investee Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Etablissements Roullet Fransac (Fransac Sales) 13,112,525 - ________ - ______ 13,112,525 ________ ________ The Group recognised a goodwill of RMB13,112,525 in regard to the acquisition of Fransac Sales, and the Goodwill has been allocated to relevant asset groups to undertake impairment test. The recoverable amount of an asset group is determined based on the present value of expected future cash flows. Future cash flow projections are made based on financial budgets approved by management covering a 5-year period (projecting period) and presume that cash flows after the projecting period (subsequent period) remain unchanged. Discount rate used in calculating recoverable amount is 9.9%. One key assumption in projecting future cash flows is the growth rate in projecting period, which is computed based on the expected growth rate of the industry. Growth rate of sales in subsequent period is 2%. Management of the Group believes that any reasonable changes in the above assumptions will not cause book value of the subsidiary exceeds its recoverable amount. According to the assessment, the Group confirms that no impairment provision need to be made for goodwill in the reporting period. 14. Long-term prepaid expenses 2014 Opening balance Increase Amortization Closing balance RMB RMB RMB RMB Land lease prepayments 62,501,074 - (1,690,886) 60,810,188 Land requisition fee 48,391,000 - (884,630) 47,506,370 Greening fee 43,693,264 8,133,342 (11,230,548) 40,596,058 Leasehold improvement - 38,022,896 (1,289,211) 36,733,685 Others 10,936,465 _________ 6,033,442 ________ (704,603) ________ 16,265,304 _________ 165,521,803 _________ 52,189,680 ________ (15,799,878) ________ 201,911,605 _________ ________ - 48 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 15. Deferred tax assets/liabilities Deferred tax assets and deferred tax liabilities are not related to income tax of the same tax authorities of the same tax subjects, thus not presented with the net amount after netting. (1) Recognised deferred tax assets not presented at the net amount after offset: Closing balance Opening balance Temporary Temporary Items differences Deferred tax assets differences Deferred tax assets RMB RMB RMB RMB Unrealized profit from intra - company transactions 632,127,732 158,031,933 337,972,433 84,493,108 Unpaid bonus 95,326,160 23,831,540 78,542,951 19,635,738 Retirement benefit 15,936,065 3,984,016 19,509,959 4,877,490 Asset impairment provision 32,523,896 8,130,974 30,528,019 7,632,005 Deductable losses 160,950,941 44,093,889 97,387,257 24,346,814 Deferred income 88,423,710 16,114,471 96,526,843 17,547,935 1,025,288,504 254,186,823 660,467,462 158,533,090 (2) Recognised deferred tax liabilities not presented at the net amount after offset: Closing balance Opening balance Taxable temporary Deferred Taxable temporary Deferred Item difference tax liability difference tax liability RMB RMB RMB RMB Revaluation surplus in business combination Not under common control 18,262,543 4,565,636 21,344,460 5,336,115 (3) Deferred tax assets and liabilities not recognized: Closing balance Opening balance RMB RMB Deductable losses 1,363,422 _________ 20,440,916 _________ (4) Deductable losses not recognized as deferred tax assets will expire in: Closing balance Opening balance RMB RMB 2014 - 19,077,494 2015 1,363,422 _________ 1,363,422 _________ 1,363,422 _________ 20,440,916 _________ - 49 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 16. Other non-current assets Closing balance Opening balance RMB RMB Receivable from transfer of Ningxia Growing's biological assets 15,751,605 __________ 21,370,902 _________ 17. Short-term borrowings Categories of short-term borrowings Closing balance Opening balance RMB RMB Secured loans with securities under the custody of lenders - 243,170,674 Unsecured and non-guaranteed loans 300,000,000 __________ - __________ 300,000,000 __________ 243,170,674 __________ As at 31 December 2014, unsecured loans detail is as follows: Bank Amount Repayment date Interest rate RMB % HSBC China Qingdao branch 100,000,000 18 July 2014 - 19 January 2015 5.4 HSBC China Qingdao branch 100,000,000 27 November 2014 - 26 November 2015 5.0 ICBC Yantai branch 100,000,000 _________ 10 July 2014 - 9 July 2015 5.4 ____ _________ ____ As at 31 December 2014, short-term borrowing of the Group are all fixed interest rate borrowings. 18. Notes payables Closing balance Opening balance RMB RMB Bank acceptances 10,000,000 _________ 5,765,694 _________ As at 31 December 2014, there was no due notes payable unpaid (31 December 2013: Nil). - 50 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 19. Accounts payable The aging analysis of accounts payable are as follows Closing balance Opening balance RMB RMB Within 1 year 357,811,822 __________ 258,116,331 __________ 20. Advances from customers The aging analysis of advances from customers are as follows Closing balance Opening balance RMB RMB Within 1 year 208,769,108 182,757,182 1 to 2 years 1,898,868 5,894,072 2 to 3 years 4,459,622 __________ - __________ 215,127,598 __________ 188,651,254 __________ 21. Employee benefit payable (1) Employee benefit payable Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Short-term payroll 111,190,545 353,791,940 (322,027,521) 142,954,964 Post-demission benefits - predetermined provision plan 23,672 30,609,765 (30,575,874) 57,563 Termination benefits 19,506,018 _________ 2,241,982 _________ (5,811,935) _________ 15,936,065 _________ 130,720,235 _________ 386,643,687 _________ (358,415,330) _________ 158,948,592 _________ (2) Short-term payroll Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Salaries and bonus 108,645,022 320,261,874 (288,988,942) 139,917,954 Staff benefit - 10,809,302 (10,803,334) 5,968 Staff welfare 153,590 10,665,428 (10,657,529) 161,489 Includes: Medical insurance 153,590 9,123,499 (9,118,602) 158,487 Injury insurance - 816,511 (814,939) 1,572 Maternity insurance - 725,418 (723,988) 1,430 Housing fund 9,932 8,150,367 (8,090,063) 70,236 Union fee and education fee 2,382,001 _________ 3,904,969 _________ (3,487,653) _________ 2,799,317 _________ 111,190,545 _________ 353,791,940 _________ (322,027,521) _________ 142,954,964 _________ - 51 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 21. Employee benefit payable - continued (3) Predetermined provision plan Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Pension 23,449 29,060,721 (29,028,207) 55,963 Unemployment insurance 223 _____ 1,549,044 ________ (1,547,667) ________ 1,600 _____ 23,672 _____ 30,609,765 ________ (30,575,874) ________ 57,563 _____ ________ The Group participates in pension insurance and unemployment insurance plans established by government institution. According to those plans, the Group pays pension and unemployment insurance each month on the basis of 18% and 1% last period salary respectively. Apart from these monthly expenses, the Group does not bear any further payment obligation. This year the Group should pay RMB 29,060,721 and RMB 1,549,044 (In 2013: RMB 30,598,636 and RMB 1,637,364) respectively into pension insurance and unemployment insurance. At 31 December 2014, the Group has unpaid pension and unemployment insurance of RMB 55,963 and RMB 1,600 respectively (At 31 December 2013: RMB 23,499 and RMB 223), which is due to the pension insurance and unemployment insurance plan at the end of the reporting period. These payments have been paid after the end of the reporting period. 22. Taxes payable Closing balance Opening balance RMB RMB Value added tax (62,755,555) 862,414 Consumption tax 18,849,955 26,658,283 Business tax 1,005,135 4,348,055 Corporation income tax 109,836,980 142,079,369 Urban land use tax 1,519,318 878,982 Individual income tax 6,644,281 6,824,553 City construction tax 4,831,936 6,016,703 Property tax 898,914 655,545 Others 6,673,084 __________ 6,089,526 __________ 87,504,048 __________ 194,413,430 __________ - 52 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 23. Deferred income Closing balance Opening balance RMB RMB Government grants Current liabilities 12,398,718 12,915,801 Non-current liabilities 76,024,992 _________ 83,611,041 _________ 88,423,710 _________ 96,526,842 _________ Government grants Recognized in Related to Opening Addition non-operating income Closing Assets/Income RMB RMB RMB RMB Luxury wine culture industry construction specific funds 2,520,000 - (2,520,000) - Income Miyun Propaganda Department transfer 4,444,725 - (888,945) 3,555,780 Assets Grape base project specific funds 740,000 - (740,000) - Assets Ningxia industry revitalization and technology reconstruction funds 14,360,000 - (3,295,000) 11,065,000 Assets Industry revitalization and technology reconstruction specific funds 21,330,000 - - 21,330,000 Assets Wine base liquor brewage project 10,478,990 - (1,434,874) 9,044,116 Assets WuYouYiXin industrial cluster specific funds 180,000 - (60,000) 120,000 Assets Changyu chateau project funds 19,818,600 - (3,702,000) 16,116,600 Assets Wine electronic tracking system specific funds 5,860,527 - (667,053) 5,193,474 Assets Wine industry specific funds 930,000 - - 930,000 Assets Shandong Peninsula Blue Economic Area construction funds 10,000,000 - - 10,000,000 Assets 863 Program subsidy funds for scientific research 64,000 - (1,100) 62,900 Assets Information system construction project technology funds 5,800,000 - (580,000) 5,220,000 Assets Integration projects subsidies - 100,000 - 100,000 Income Cross-border e-Business projects subsidies - 2,200,000 (20,560) 2,179,440 Income Wine grape subsidies - 470,000 - 470,000 Income Modern agriculture grape production development subsidies - 324,000 - 324,000 Income Agricultural technology subsidies - 750,000 (117,600) 632,400 Income Grape base construction project _______ - ______ 2,600,000 _______ (520,000) _______ 2,080,000 Assets Total 96,526,842 6,444,000 (14,547,132) 88,423,710 _______ ______ _______ _______ Less: Non-current liabilities due within one year _______ 12,915,801 _______ 12,398,718 Other non-current liabilities 83,611,041 76,024,992 _______ _______ As at 31 December 2014, the Group recognise current liability for deferred income to be accounted in profit or loss within one year, and recognise non-current liability for deferred income to be accounted in profit or loss over one year. - 53 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 24. Other payables (1) Natures of other payables are as follows Closing balance Opening balance RMB RMB Deposit from distributors 134,470,408 215,888,735 Payables for equipment and construction 90,857,839 49,195,300 Payables for transportation 24,388,114 13,937,729 Royalty fee 77,809,993 78,986,198 Advertising costs 43,488,770 51,854,647 Other loans 22,522,636 22,522,636 Employee deposit 10,005,000 2,012,959 Deposits from suppliers 2,263,984 2,565,206 Payables for contracting fee 27,132,371 22,159,875 Others 36,865,202 __________ 38,178,345 __________ 469,804,317 __________ 497,301,630 __________ (2) Description of significant other payables aged more than one year Company Amount Reasons RMB Beijing Qinglang agriculture science and technology development limited company 18,630,431 Other loans Beijing Qinglang agriculture science and technology 9,516,214 Payables for contracting fee development limited company Yantai De'an Investment Company Limited 3,892,205 Other loans Yantai De'an Investment Company Limited 3,245,832 _________ Payables for contracting fee 35,284,682 _________ - 54 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 25. Long-term borrowings Categories of long-term borrowings Closing balance Opening balance RMB RMB Secured loans with securities under the custody of lenders 119,912,800 - Unsecured and non-guaranteed loans 89,467,200 __________ - ______ 209,380,000 - ______ __________ As at 31 December 2014, secured loan with securities under the custody of lenders is the amount borrowed by the Company from Qingdao Branch of HSBC with the bank deposit of RMB 125,000,000 as custody. The borrowing amount is HKD 152,000,000(equivalent to RMB 119,912,800) with quarterly paid interest rate of the 3 months Hong Kong interbank offered rates plus 195 basis points and borrowing period from 4 July 2014 to 3 July 2016. As at 31 December 2014, the interest rate of secured loan is 2.4%. As at 31 December 2014, credit loan of EUR 12,000,000 (equivalent to RMB 89,467,200) is borrowed by the Company from Yantai Branch of ICBC. Monthly paid interest rate is 6 months benchmark London interbank offered rate plus 355 basis points and borrowing period is from 1 October 2014 to 29 September 2017. As at 31 December 2014, the interest rate of credit loan is 3.7%. As at 31 December 2014, the group's long-term borrowings are all floating rate loans. 26. Other non-current liabilities Closing balance Opening balance RMB RMB Employee benefit 3,998,352 _________ 4,755,794 _________ As at 31 December 2014, employee benefit represents deposit from bonus accrued for managers and above. According to the bonus payment schedule of 2014, the bonus is expected to be paid during 2016 to 2017. - 55 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 27. Share capital 2014 Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Unrestricted shares A shares 453,460,800 - - 453,460,800 B shares 232,003,200 _________ - ______ - ______ 232,003,200 _________ Total of unrestricted shares and total shares 685,464,000 _________ - ______ - ______ 685,464,000 _________ 2013 Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Unrestricted shares A shares 453,460,800 - - 453,460,800 B shares 232,003,200 _________ - ______ - ______ 232,003,200 _________ Total of unrestricted shares and total shares 685,464,000 _________ - ______ - ______ 685,464,000 _________ 28. Capital reserve 2014 Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Share premium 557,222,454 - - 557,222,454 Other 5,916,588 _________ - ______ - ______ 5,916,588 _________ Total 563,139,042 _________ - ______ - ______ 563,139,042 _________ 2013 Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Share premium 557,222,454 - - 557,222,454 Other 4,916,588 _________ 1,000,000 _______ - ______ 5,916,588 _________ Total 562,139,042 _________ 1,000,000 _______ - ______ 563,139,042 _________ According to Xing Cai (Qi) Fa [2009]1160, Ningxia Wine Co.Ltd. ("Ningxia Wine") recognised government grant of RMB1,000,000 into capital reserve. The government grant is obtained for 3 years in 2013 and was previously recognised in deferred income. - 56 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 29. Other comprehensive income 2014 2014 Less: last year other Post-tax Post-tax Before-tax comprehensive income Less: attributable attributable Items Opening balance amount in P/L current year tax expense to parent to NCI Closing balance Other comprehensive income to be reclassified to profit and loss (2,803,271) - - (2,803,271) - (2,803,271) Foreign currency statement translation difference - (2,803,271) - - (2,803,271) - (2,803,271) ____ _____ ____ ____ _____ ____ _____ 30. Surplus reserve In accordance with the Company Law of the People's Republic of China and the Articles of Association of the Company, the Company is required to appropriate 10% of the net profit to the statutory surplus reserve until the accumulated balance of the statutory surplus reserve reaches 50% of the registered share capital. As the Company's surplus reserve has reached 50% of the share capital, the Company does not appropriate net profit to the surplus reserve in 2014. The Company can appropriate discretionary surplus reserve after appropriation of the statutory surplus reserve. Discretionary surplus reserve can be utilized to offset the deficit or increase the share capital after approval. 31. Retained earnings Closing balance Opening balance RMB RMB Retained earnings brought forward 4,616,944,663 4,322,769,136 Add: profit attributable to shareholders of the Company 977,707,711 1,048,185,927 Less: Dividends paid in respect prior year's profit - Withdrawal of legal surplus (342,732,000) (754,010,400) Conversion of ordinary share dividends ____________ ____________- Retained earnings carried forward 5,251,920,374 ____________ 4,616,944,663 ____________ - 57 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 31. Retained earnings - continued (1) Appropriation to statutory surplus reserve In accordance with the Articles of Association of the Company, the Company is required to appropriate 10% of the net profit to the statutory surplus reserve until the accumulated balance of the statutory surplus reserve reaches 50% of the registered share capital. (2) Appropriation to surplus reserve by subsidiaries As at 31 December 2014, the balance of the Group's unappropriated profits include appropriation to surplus reserve by subsidiaries amounting to RMB 49,484,644 (31 December 2013: RMB 37,554,671). (3) Profit distribution decided after the balance sheet date According to a proposal of the board of directors approved on 25 April 2015, on the basis of 685,464,000 issued shares in 2014, cash dividends of RMB 4.4 for every 10 share will be distributed to all the shareholders. The aggregate amount of cash dividend is RMB301,604,160. The above proposal regarding dividends distribution is yet to be approved in a shareholders' meeting. 32. Operating income and costs Operating income is analyzed as follows: 2014 2013 RMB RMB Principal operating income 4,113,169,270 4,273,801,693 Other operating income 43,558,255 ____________ 47,146,879 ____________ 4,156,727,525 ____________ 4,320,948,572 ____________ Operating cost is analyzed as follows: 2014 2013 RMB RMB Principal operating cost 1,354,777,577 1,336,631,197 Other operating cost 17,667,035 ____________ 21,266,802 ____________ 1,372,444,612 ____________ 1,357,897,999 ____________ The operating income for the Group is mainly from the sales of wine, brandy and sparkling wine. Over 99% of the sales generated in PRC. - 58 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 33. Taxes and surcharges 2014 2013 RMB RMB Consumption tax 171,424,114 150,438,896 Business Tax 2,853,114 2,595,076 City construction tax 51,051,930 44,937,923 Education fee and surcharges 36,830,754 31,426,897 Others 7,286,862 __________ 6,995,372 __________ 269,446,774 __________ 236,394,164 __________ For detail standards of tax rate please refer to Notes V Tax. 34. Selling expenses 2014 2013 RMB RMB Advertising costs 466,868,778 592,734,876 Freight 120,998,488 126,085,723 Salary and employee benefit 183,841,797 181,783,664 Trademark fee 77,809,993 78,986,198 Warehouse leasing expenses 50,816,255 37,714,861 Travelling expenses 20,986,441 20,927,235 Commission 2,926,165 13,828,552 Others 81,761,447 ____________ 88,775,041 ____________ 1,006,009,364 ____________ 1,140,836,150 ____________ - 59 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 35. General and administrative expense 2014 2013 RMB RMB Salary and employee benefit 42,752,029 39,539,807 Insurance fee 28,953,319 29,625,036 Leasing expenses 11,063,572 7,337,569 Depreciation 33,086,559 24,694,962 Amortization 10,961,304 8,396,636 Administrative expenses 14,472,830 13,706,767 Travelling expenses 5,290,745 6,604,787 Entertainment fee 3,786,968 3,964,265 Property tax, stamp duty and other taxes 13,585,138 11,118,372 Maintenance fee 16,559,436 15,723,166 Green fee 16,207,197 21,275,912 Contracting fee 16,539,989 18,415,497 Technology development fee 3,057,225 4,149,451 Service fee 4,158,814 5,890,437 Cleaning fee 6,860,665 4,875,096 Others 29,644,228 __________ 30,181,190 __________ 256,980,018 __________ 245,498,950 __________ 36. Loss on impairment of assets 2014 2013 RMB RMB Reversal of impairment loss (192,908) (607,571) Inventory impairment (reversal) 2,188,785 (2,242,991) Impairment of available for sale assets - _________ 5,000,000 _________ 1,995,877 _________ 2,149,438 _________ 37. Financial income 2014 2013 RMB RMB Interest income (23,614,179) (27,620,072) Exchange difference (7,031,076) (6,632,540) Less: Interest expenses 12,298,953 12,681,058 Bank charges 1,089,581 __________ 2,871,197 __________ (17,256,721) __________ (18,700,357) __________ - 60 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 38. Non-operation income Recognized in extraordinary 2014 2013 profit and loss RMB RMB RMB Gains on disposal of non-current assets 121,113 271,989 121,113 Including: gain on disposal of plant property and equipment 121,113 271,989 121,113 Government grants 40,545,714 36,659,754 40,545,714 Penalty income 637,531 210,757 637,531 Others 2,692,047 _________ 4,966,226 _________ 2,692,047 _________ 43,996,405 _________ 42,108,726 _________ 43,996,405 _________ Government grants recognized in the income statement is as follows: Assets/income 2014 2013 related RMB RMB Major projects support fund 6,878,819 1,680,000 Assets related Small and medium enterprises support fund 5,010,153 3,902,827 Assets related Tax refund 18,259,690 22,163,624 Income related Others 10,397,052 _________ 8,913,303 _________ Income related 40,545,714 _________ 36,659,754 _________ 39. Non-operation expenses Recognized in extraordinary 2014 2013 profit and loss RMB RMB RMB Loss on disposal of non-current assets 5,207,658 678,016 5,207,658 Including: losses from disposal of fixed assets 114,390 678,016 114,390 losses from disposal of biological assets 5,093,268 - 5,093,268 Donation 434,352 291,729 434,352 Others 2,728,239 _________ 904,478 _________ 2,728,239 _________ 8,370,249 _________ 1,874,223 _________ 8,370,249 _________ - 61 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 40. Income tax 2014 2013 RMB RMB Current income tax 421,450,258 357,077,756 Deferred income tax (96,424,212) __________ (8,156,952) __________ 325,026,046 __________ 348,920,804 __________ Reconciliation between income tax expenses and profits is as follows: 2014 2013 RMB RMB Profit before tax 1,302,733,757 1,397,106,731 Income tax expense at statutory tax rate 25% 325,683,439 349,276,683 Effect of different tax rates applied by certain subsidiaries (1,356,542) (2,677,153) Non-taxable income - (131,500) Non-deductible expenses 699,149 ____________ 2,452,774 ____________ Income tax expenses at the Group's effective tax rate 325,026,046 ____________ 348,920,804 ____________ 41. Basic and dilutive earnings per share The calculation of basic earnings per share is based on the consolidated profit attributable to ordinary shareholders of the Company during the year and the weighted average number of outstanding ordinary shares. 2014 2013 RMB RMB Earnings Consolidated profit attributable to ordinary shareholders of the Company 977,707,711 ____________ 1,048,185,927 ____________ Shares Weighted average number of outstanding ordinary shares 685,464,000 ____________ 685,464,000 ____________ Basic earnings per share 1.43 ____________ 1.53 ____________ The Company does not have potential dilutive ordinary shares. From the balance sheet date to the date of approval of this report, there are no subsequent events which would affect the numbers of the weighted average number of outstanding of ordinary shares. - 62 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 42. Notes to consolidated cash flow statement (1) Cash received relating to other operating activities: 2014 2013 RMB RMB Government grants 22,286,024 42,783,729 Others 2,257,523 _________ 5,176,982 _________ 24,543,547 _________ 47,960,711 _________ (2) Cash paid relating to other operating activities: 2014 2013 RMB RMB Selling expenses 726,232,000 944,945,796 General and administrative expenses 107,585,895 102,626,714 Others 11,130,693 ____________ 11,982,799 ____________ 844,948,588 ____________ 1,059,555,309 ____________ (3) Cash paid relating to other financing activities: 2014 2013 RMB RMB Cash liquidation of trust scheme - 150,945,000 Pledged security of short-term borrowing 125,000,000 __________ 125,000,000 __________ 125,000,000 __________ 275,945,000 __________ - 63 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 43. Supplementary information to consolidated cash flow statement (i) Supplementary information to consolidated cash flow statement 2014 2013 RMB RMB Cash flows from operating activities calculated by adjusting the net profit: Net profit 977,707,711 1,048,185,927 Add: Loss for impairment of assets 1,995,877 2,149,438 Depreciation of fixed assets 127,149,785 125,540,127 Amortization of intangible assets 11,396,496 6,839,668 Amortization of Biological assets 865,855 846,620 Amortization of long-term prepaid expenses 15,799,878 17,780,973 Loss/(gain) on disposal of property plant and equipment 5,086,545 406,027 Finance income (7,012,502) (21,571,554) Increase/(decrease) in deferred tax assets (95,653,733) (8,156,952) Decrease/(increase) in deferred tax liabilities (770,479) - Decrease/(increase) in inventories 31,552,254 149,746,995 Decrease/(increase) in operating receivables 48,497,684 (49,235,221) Increase/(decrease) in operating payables (46,532,075) ____________ (537,457,741) ____________ Net cash flows from operating activities 1,070,083,296 ____________ 735,074,307 ____________ (ii) Cash and cash equivalent Closing balance Opening balance RMB RMB Closing balance of cash and bank 1,145,365,071 1,367,818,182 Less: restricted bank deposits 2,643,519 2,609,237 restricted other monetary funds 135,004,018 131,257,285 deposit with a period of over three months 47,245,260 ____________ 277,392,728 ____________ Closing balance of cash and cash equivalents 960,472,274 ____________ 956,558,932 ____________ - 64 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VI. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 43. Supplementary information to consolidated cash flow statement - continued (ii) Cash and cash equivalent - continued Closing balance Opening balance RMB RMB Cash 960,472,274 956,558,932 Including: Cash on hand 101,660 772,817 Bank deposits on demand 960,370,614 __________ 955,786,115 __________ Closing balance of cash and cash equivalents 960,472,274 __________ 956,558,932 __________ 44. Assets with restriction of ownership Closing balance Opening balance RMB RMB Cash and bank 137,647,537 __________ 133,866,522 __________ As at 31 December 2014, cash and bank balances with restriction of ownership include: the Group's housing fund of RMB2,643,519, security of RMB125,000,000 pledged for a short-term borrowing from HSBC of HKD 152,000,000 (translated as RMB 119,912,800), refundable deposit for notes payable of Shi He Zi Chateau of RMB 10,000,000, and company cards deposit guarantee of RMB4,018. 45. Foreign monetary items Closing foreign Exchange Closing translated Items currency balance rate RMB balance Cash and bank EUR 46,148 __________ 7.4556 ______ 344,061 __________ Long-term borrowing EUR 12,000,000 7.4556 89,467,200 HKD 152,000,000 0.7889 119,912,800 __________ ______ __________ - 65 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VII. CHANGE IN CONSOLIDATION SCOPE Change in consolidation scope due to other reasons (new established subsidiaries) Name Place and date of registration Legal representative Business nature Registered capital Principal activities Incorporate code Subsidiaries acquired by establishment: Francs Champs 17 December 2014 Zhou, Hongjiang Investment EUR 8,575,000 Investment、production N/A Participations SAS("Francs Champs") Cognac, France Sales sales and export Lanzhou Changyu Wine Sales 10 October 2014 Yang, Ming Sales RMB100,000 Sales of wine 31607272-1 Co. Ltd ("Lanzhou Sales") Lanzhou Gansu, China Beijing Retailing Co. Ltd 28 April 2014 Pan, Jianfu Sales RMB500,000 Wholesale of pre-packed foods 09890880-9 ("Beijing Retailing") Beijing, China Tianjin Changyu Pioneer 8 November 2013 Sales Co. Ltd ("Tianjin Pioneer")* Tianjin, China Li, Haiping Sales RMB500,000 Wholesale of pre-packed foods 08301099-1 Fuzhou Changyu Pioneer 27 May 2014 Sales Co. Ltd ("Fuzhou Pioneer") Fuzhou Fujian, China Sun, Guiyang Sales RMB500,000 Wholesale of pre-packed foods 07976834-5 Nanjing Changyu Pioneer 12 November 2013 Sales Co. Ltd ("Nanjing Pioneer")* Nanjing Jiangsu, China Zhang, Fuqian Sales RMB500,000 Wholesale of pre-packed foods 08416861-9 Xianyang Changyu Pioneer 6 March 2014 Sales Co. Ltd ("Xianyang Pioneer") Xianyang Shanxi, China Wei, Binsheng Sales RMB500,000 Wholesale of pre-packed foods 08818837-7 Shenyang Changyu Pioneer 16 April 2014 Sales Co. Ltd ("Shenyang Pioneer") Shenyang Liaoning, China Xiao, Yongjie Sales RMB500,000 Wholesale of pre-packed foods 09789141-9 Jinan Changyu Pioneer 16 October 2013 Sales Co. Ltd ("Jinan Pioneer")* Jinan Shandong, China Li, Yingjun Sales RMB500,000 Wholesale of pre-packed foods 07617957-x Shanghai Changyu Pioneer 15 November 2013 Sales Co. Ltd ("Shanghai Pioneer")* Shanghai, China Zhai, Deqiang Sales RMB500,000 Wholesale of pre-packed foods 08209497-8 Fuzhou Changyu Pioneer 16 October 2013 Sales Co. Ltd ("Fuzhou Pioneer")* Fushun Jiangxi, China Li, Shoukun Sales RMB500,000 Wholesale of pre-packed foods 07903537-9 Shijiazhuang Changyu Pioneer Sales 16 October 2013 Co. Ltd ("Shijiazhuang Pioneer")* Shijiazhuang Hebei, China Yi, Longhai Sales RMB500,000 Wholesale of pre-packed foods 08131179-0 Hangzhou Yuzefeng Sales 11 April 2014 Co. Ltd ("Hangzhou Yuzefeng") Hangzhou Zhejiang, China Xiao, Zhenbo Sales RMB500,000 Wholesale of pre-packed foods 09760041-5 Jilin Changyu Pioneer Sales 21 October 2013 Co. Ltd ("Jilin Pioneer")* Changchun Jilin, China Wang, Bo Sales RMB500,000 Wholesale of pre-packed foods 07364313-8 Beijing Changyu Pioneer Sales 12 March 2014 Co. Ltd ("Beijing Pioneer") Beijing, China Pan, Jianfu Sales RMB500,000 Wholesale of pre-packed foods 06125269-0 Haerbin Changyu Pioneer Sales 17 June 2014 Co. Ltd ("Haerbin Pioneer") Haerbin Heilongjiang, China Tan, Jun Sales RMB500,000 Wholesale of pre-packed foods 30082468-5 Hunan Changyu Pioneer Sales 10 March 2014 Co. Ltd ("Hunan Pioneer") Changsha Hunan, China Sun, Junming Sales RMB2,000,000 Wholesale of pre-packed foods 09446465-7 Yinchuan Changyu Pioneer Sales 21 November 2013 Co. Ltd ("Yinchuan Pioneer")* Yinchuan Ningxia, China Ruan, Shili Sales RMB500,000 Wholesale of pre-packed foods 07384874-X Kunming Changyu Pioneer Sales 31 October 2013 Co. Ltd ("Kunming Pioneer")* Kunming Yunnan, China Ma, Long Sales RMB500,000 Wholesale of pre-packed foods 08042997-3 Chongqing Changyu Pioneer Sales 20 August 2014 Co. Ltd ("Chongqing Pioneer") Chongqing, China Wang, Wenkai Sales RMB500,000 Wholesale of pre-packed foods 30506782-0 Zhengzhou Changyu Pioneer Sales 14 October 2014 Co. Ltd ("Zhengzhou Pioneer") Zhengzhou Henan, China Bi, Jianhui Sales RMB500,000 Wholesale of pre-packed foods 31730946-0 Wuhan Changyu Pioneer Sales 12 September 2014 Co. Ltd ("Wuhan Pioneer") Wuhan Hubei, China Yu, Jun Sales RMB500,000 Wholesale of pre-packed foods 09200921-2 Taiyuan Changyu Pioneer Sales 3 September 2014 Co. Ltd ("Taiyuan Pioneer") Taiyuan Shanxi, China Zhang, Shuzheng Sales RMB500,000 Wholesale of pre-packed foods 39792586-0 Huhehaote Changyu Pioneer Sales 18 July 2014 Co. Ltd ("Huhehaote Pioneer") Huhehaote Inner Mongolia, China Han, Yong Sales RMB500,000 Wholesale of pre-packed foods 39776001-5 Chengdu Changyu Pioneer Sales 10 September 2014 Co. Ltd ("Chengdu Pioneer") Chengdu Sichuan, China Sun, Xiaopu Sales RMB500,000 Wholesale of pre-packed foods 39562291-1 Nanning Changyu Pioneer Sales 10 December 2014 Co. Ltd ("Nanning Pioneer") Nanning Guangxi, China Dong, Houxin Sales RMB500,000 Wholesale of pre-packed foods 32266009-5 * At 31 December 2013, these subsidiaries had completed registration but paid share capital in 2014, therefore they are included in the consolidation scope of the Group in 2014. - 66 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VIII. INTERESTS IN OTHER ENTITIES 1. Structure of the Group Equity interest owned by the company Name Address Place of registration Nature Direct Indirect Acquisition method Xinjiang Tianzhu (a) Shihezi, Xinjiang, China Shihezi, Xinjiang, China Manufacturing 60% - Subsidiary acquired in business combination under non-common control Fransac Sales Cognac, France Cognac, France Trading 100% - Subsidiary acquired in business combination under non-common control Beijing Changyu Sales and distribution Co., Ltd Beijing, China Beijing, China Sales 100% - Subsidiaries acquired by establishment ("Beijing Sales") Yantai Kylin Packaging Co., Ltd. Yantai, Shandong, China Yantai, Shandong, China Manufacturing 100% - Subsidiaries acquired by establishment ("Kylin Packaging") Yantai Changyu-Castel Wine Chateau Co., Ltd Yantai, Shandong, China Yantai, Shandong, China Manufacturing 70% - Subsidiaries acquired by establishment ("Changyu Chateau") (b) Changyu (Jingyang) Wine Co., Ltd. Xianyang, Shanxi, China Xianyang, Shanxi, China Manufacturing 90% 10% Subsidiaries acquired by establishment ("Jingyang Wine") Yantai Changyu Pioneer Wine Sales Co., Ltd. Yantai, Shandong, China Yantai, Shandong, China Sales 100% - Subsidiaries acquired by establishment ("Sales Company") Langfang Development Zone Castel-Changyu Wine Lanfang, Hebei, China Lanfang, Hebei, China Manufacturing 39% 10% Subsidiaries acquired by establishment Co., Ltd ("Langfang Castel") (c) Changyu (Jingyang) Wine Sales Co., Ltd. Xianyang, Shanxi, China Xianyang, Shanxi, China Sales 10% 90% Subsidiaries acquired by establishment ("Jingyang Sales") Langfang Changyu Pioneer Wine Sales Co., Ltd Lanfang, Hebei, China Lanfang, Hebei, China Sales 10% 90% Subsidiaries acquired by establishment ("Langfang Sales") Shanghai Changyu Sales and distribution Co., Shanghai, China Shanghai, China Sales 30% 70% Subsidiaries acquired by establishment Ltd. ("Shanghai Sales") Beijing Changyu AFIP Agriculture development Miyun, Beijing, China Miyun, Beijing, China Sales - 100% Subsidiaries acquired by establishment Co., Ltd ("Agriculture Development") Beijing Changyu AFIP Wine Chateau Co., Ltd. (d) Beijing, China Beijing, China Manufacturing 70% - Subsidiaries acquired by establishment Yantai ("Beijing Chateau") Changyu Wine Sales Yantai, Shandong, China Yantai, Shandong, China Sales 90% 10% Subsidiaries acquired by establishment Co., Ltd. ("Wines Sales") Yantai Changyu Pioneer International Co., Ltd. Yantai, Shandong, China Yantai, Shandong, China Sales 70% 30% Subsidiaries acquired by establishment ("Pioneer International") Hangzhou Changyu Wine Sales Co., Ltd. Hangzhou, Zhejiang, China Hangzhou, Zhejiang, China Sales - 100% Subsidiaries acquired by establishment ("Hangzhou Changyu") Ningxia Growing Yinchuang, Ningxia, China Yinchuang, Ningxia, China Planting 100% - Subsidiaries acquired by establishment Huanren Changyu National Wines Sales Co., Ltd. Benxi, Liaoning, China Benxi, Liaoning, China Sales 100% - Subsidiaries acquired by establishment ("National Wines") Liaoning Changyu Ice Wine Chateau Co., Ltd. Benxi, Liaoning, China Benxi, Liaoning, China Manufacturing 51% - Subsidiaries acquired by establishment ("Ice Chateau") (e) Yantai Development Zone Changyu Trading Co., Yantai, Shandong, China Yantai, Shandong, China Sales - 100% Subsidiaries acquired by establishment Ltd ("Development Zone Trading") Shenzhen Changyu Wine Marketing Ltd. Shenzhen, Guangdong, China Shenzhen, Guangdong, China Sales - 100% Subsidiaries acquired by establishment ("Shenzhen Marketing") Yantai Changyu Fushan Trading Yantai, Shandong, China Yantai, Shandong, China Sales - 100% Subsidiaries acquired by establishment Company("Fushan Trading") Beijing AFIP Meeting Center ("Meeting Center") Miyun, Beijing, China Miyun, Beijing, China Service - 100% Subsidiaries acquired by establishment Beijing AFIP Tourism and Culture Miyun, Beijing, China Miyun, Beijing, China Tourism 70% - Subsidiaries acquired by establishment Company("AFIP Tourism") (f) Ningxia Wine Yinchuan, Ningxia, China Yinchuan, Ningxia, China Manufacturing 100% - Subsidiaries acquired by establishment Yantai Changyu DingLuoTe Chateau. Yantai, Shandong China Yantai, Shandong China Retail and 100% - Subsidiaries acquired by establishment ("Ding Luo Te Chateau") Sales Qing Tong Xia Changyu Wine Marketing Qing Tong Xia, Ningxia, China Qing Tong Xia, Ningxia, China Sales - 100% Subsidiaries acquired by establishment Ltd("Qing Tong Xia Sales") Shi He Zi Chateau Shihezi, Xinjiang, China Shihezi, Xinjiang, China Manufacturing 100% - Subsidiaries acquired by establishment Ningxia Moser 15th Changyu Wine Chateau Co., Yinchuan, Ningxia, China Yinchuan, Ningxia, China Manufacturing 100% - Subsidiaries acquired by establishment Ltd. (" Ningxia Chateau") Shanxi Changyu Rina Castle Chateau Co., Ltd. Xianyang, Shanxi, China Xianyang, Shanxi, China Manufacturing 100% - Subsidiaries acquired by establishment (" Chang'an Chateau") Yantai Changyu Wine Research and Development Yantai, Shandong China Yantai, Shandong China Manufacturing 100% - Subsidiaries acquired by establishment Co., Ltd. ("R&D Centre") Changyu (HuanRen) Wine Co., Ltd Benxi LiaoNing China Benxi LiaoNing China Wine production 100% - Subsidiaries acquired by establishment ("Huan Ren Wine") Projecting Xinjiang Changyu Sales Co., Ltd Shihezi Xinjiang China Shihezi Xinjiang China Sales - 100% Subsidiaries acquired by establishment ("Xinjiang Sales") Xinjiang Changyu Winery Co., Ltd Shihezi Xinjiang China Shihezi Xinjiang China Manufacturing - 100% Subsidiaries acquired by establishment ("Xinjiang Winery") Ningxia Changyu Trading Co., Ltd Yinchuan Ningxia China Yinchuan Ningxia China Sales - 100% Subsidiaries acquired by establishment ("Ningxia Trading") Shanxi Changyu Rina Wine Sales Co., Ltd Xianyang Shanxi China Xianyang Shanxi China Sales - 100% Subsidiaries acquired by establishment ("Shanxi Sales") Penglai Changyu Wine Sales Co., Ltd Penglai Shandong China Penglai Shandong China Sales - 100% Subsidiaries acquired by establishment ("Penglai Sales") Laizhou Changyu Wine Sales Co., Ltd Laizhou Shandong China Laizhou Shandong China Sales - 100% Subsidiaries acquired by establishment ("Laizhou Sales") Francs Champs Cognac, France Cognac, France Investment and 100% - Subsidiaries acquired by establishment trading Lanzhou Sales Lanzhou Gansu, China Lanzhou Gansu, China Sales 100% - Subsidiaries acquired by establishment Beijing Retailing Beijing, China Beijing, China Sales - 100% Subsidiaries acquired by establishment Tianjin Pioneer Tianjin, China Tianjin, China Sales - 100% Subsidiaries acquired by establishment Fuzhou Pioneer Fuzhou Fujian, China Fuzhou Fujian, China Sales - 100% Subsidiaries acquired by establishment Nanjing Pioneer Nanjing, Jiangsu, China Nanjing, Jiangsu, China Sales - 100% Subsidiaries acquired by establishment Xianyang Pioneer Xianyang, Shanxi, China Xianyang, Shanxi, China Sales - 100% Subsidiaries acquired by establishment Shenyang Pioneer Shenyang, Liaoning, China Shenyang, Liaoning, China Sales - 100% Subsidiaries acquired by establishment Jinan Pioneer Jinan, Shandong, China Jinan, Shandong, China Sales - 100% Subsidiaries acquired by establishment Shanghai Pioneer Shanghai, China Shanghai, China Sales - 100% Subsidiaries acquired by establishment Fuzhou Pioneer Fuzhou, Jiangxi, China Fuzhou, Jiangxi, China Sales - 100% Subsidiaries acquired by establishment Shijiazhuang Pioneer Shijiazhuang, Hebei, China Shijiazhuang, Hebei, China Sales - 100% Subsidiaries acquired by establishment Hangzhou Yuzefeng Hangzhou, Zhejiang, China Hangzhou, Zhejiang, China Sales - 100% Subsidiaries acquired by establishment Jilin Pioneer Changchun, Jilin, China Changchun, Jilin, China Sales - 100% Subsidiaries acquired by establishment Beijing Pioneer Beijing, China Beijing, China Sales - 100% Subsidiaries acquired by establishment Haerbin Pioneer Haerbin, Heilongjiang, China Haerbin, Heilongjiang, China Sales - 100% Subsidiaries acquired by establishment Hunan Pioneer Changsha, Hunan, China Changsha, Hunan, China Sales - 100% Subsidiaries acquired by establishment Yinchuan Pioneer Yinchuan, Ningxia, China Yinchuan, Ningxia, China Sales - 100% Subsidiaries acquired by establishment Kunming Pioneer Kunming, Yunnan, China Kunming, Yunnan, China Sales - 100% Subsidiaries acquired by establishment Chongqing Pioneer Chongqing, China Chongqing, China Sales - 100% Subsidiaries acquired by establishment Zhengzhou Pioneer Zhengzhou, Henan, China Zhengzhou, Henan, China Sales - 100% Subsidiaries acquired by establishment Wuhan Pioneer Wuhan, Hubei, China Wuhan, Hubei, China Sales - 100% Subsidiaries acquired by establishment Taiyuan Pioneer Taiyuan, Shanxi, China Taiyuan, Shanxi, China Sales - 100% Subsidiaries acquired by establishment Huhehaote Pioneer Huhehaote Inner Mongolia, China Huhehaote Inner Mongolia, Sales - 100% Subsidiaries acquired by establishment China Chengdu Pioneer Chengdu, Sichuan, China Chengdu, Sichuan, China Sales - 100% Subsidiaries acquired by establishment Nanning Pioneer Nanning, Guangxi, China Nanning, Guangxi, China Sales - 100% Subsidiaries acquired by establishment - 67 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VIII. INTERESTS IN OTHER ENTITIES - continued 1. Structure of the Group - continued Explanation in difference between holding interests and voting rights in subsidiaries: (a) Xinjiang Tianzhu was acquired by the Company, accounting for 60% of Xinjiang Tianzhu's equity interest. Through agreement arrangement, the Company has the full power to control Xinjiang Tianzhu's strategic operating, investing and financing policies. The agreement arrangement will be terminated on 31 December 2018. (b) Changyu Chateau is a Sino-foreign joint venture established by the Company and a foreign investor, accounting for 70% of Changyu Chateau's equity interest. Through agreement arrangement, the Company has the full power to control Changyu Chateau's strategic operating, investing and financing policies. The agreement arrangement will be terminated on 31 December 2022. (c) Langfang Chateau is a Sino-foreign joint venture established by the Company and a foreign investor, accounting for 49% of Langfang Chateau's equity interest by the Company and subsidiaries. Through agreement arrangement, the Company has the full power to control Langfang Chateau's strategic operating, investing and financing policies. The agreement arrangement will be terminated on 31 December 2022. (d) Beijing Chateau is a limited liability company established by the Company and domestic investors, accounting for 70% of Beijing Chateau's equity interest. Through agreement arrangement, the Company has the full power to control Beijing Chateau's strategic operating, investing and financing policies. The agreement arrangement will be terminated on 2 September 2019. (e) Ice Chateau is a Sino-foreign joint venture established by the Company and a foreign investor, accounting for 51% of Ice Chateau's equity interest. Through agreement arrangement, the Company has the full power to control Ice Chateau's strategic operating, investing and financing policies. The agreement arrangement will be terminated on 31 December 2016. (f) AFIP Tourism is a limited liability company established by the Company and domestic investors, accounting for 70% of AFIP Tourism's equity interest. Through agreement arrangement, the Company has the full power to control AFIP Tourism's strategic operating, investing and financing policies. The agreement arrangement will be terminated on 2 September 2019. - 68 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED VIII. INTERESTS IN OTHER ENTITIES - continued 2. Non-wholly owned subsidiaries Balance of the interests The non-controlling of minority Name shareholder ratio shareholders Xinjiang Tianzhu 40% 56,093,912 Changyu Chateau 30% 12,365,016 Langfang Castel 51% 22,702,522 Beijing Chateau 30% 35,293,868 Ice Chateau 49% 33,319,062 AFIP Tourism 30% 2,966,399 Explanation in difference between share percentage and voting power of non-controlling interests: Please see Note VIII -1. 3. Key financial information of important non-wholly owned subsidiaries Closing balance Opening balance Current Non-current Current Non-current Total Current Non-current Current Non-current Total Name assets assets Total assets liabilities liabilities liabilities assets assets Total assets liabilities liabilities liabilities Xinjiang Tianzhu 86,541,666 89,469,815 176,011,481 7,165,015 5,336,114 12,501,129 81,239,590 92,905,274 174,144,864 6,768,637 5,336,114 12,104,751 Changyu Chateau 56,430,830 113,883,719 170,314,549 88,220,921 - 88,220,921 96,487,353 103,678,442 200,165,795 119,959,582 - 119,959,582 Langfang Castel 29,986,460 24,229,921 54,216,381 7,753,321 - 7,753,321 33,029,246 25,777,415 58,806,661 11,835,706 - 11,835,706 Beijing Chateau 113,589,773 544,577,614 658,167,387 549,595,386 2,666,835 552,262,221 117,277,848 571,558,225 688,836,073 603,812,439 - 603,812,439 Ice Chateau 43,424,068 30,796,802 74,220,870 10,073,994 100,000 10,173,994 42,713,007 29,436,139 72,149,146 9,601,850 100,000 9,701,850 AFIP Tourism 22,013,654 1,138,756 23,152,410 4,847,671 - 4,847,671 25,794,776 690,766 26,485,542 9,644,326 - 9,644,326 2014 2013 Total Operating Total Operating Operating comprehensive activities cash comprehensive activities cash Name income Net profit (loss) income flows Operating income Net profit(loss) income flows Xinjiang Tianzhu 86,483,652 1,470,239 1,470,239 (5,590,904) 65,260,973 778,119 778,119 (10,112,402) Changyu Chateau 110,684,738 1,887,415 1,887,415 30,351,075 84,862,080 1,262,260 1,262,260 (9,076,400) Langfang Castel 50,335,802 (507,895) (507,895) (2,788,417) 60,678,547 144,551 144,551 (6,676,277) Beijing Chateau 160,547,230 20,881,532 20,881,532 29,246,144 80,532,065 (33,684,992) (33,684,992) (41,475,520) Ice Chateau 51,973,176 1,599,580 1,599,580 (9,712,584) 24,802,111 (3,592,759) (3,592,759) 3,251,612 AFIP Tourism 55,171,595 1,463,523 1,463,523 16,993,824 97,928,987 12,535,965 12,535,965 (30,901,914) IX. FINANCIAL INSTRUMENT AND RISK MANAGEMENT The Group's major financial instruments include cash and bank, notes receivable, accounts receivable, interest receivables, other receivables, other non-current assets, short-term borrowings, notes payables, accounts payable, other payables, interest payables, and long-term borrowings. Details of these financial instruments are disclosed in Note VI. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure the risks are monitored at a certain level. The Group adopts sensitivity analysis technique to analyse how the profit and loss for the period and shareholders' equity would have been affected by reasonably possible changes in the relevant risk variables. As it is unlikely that risk variables will change in an isolated manner, and the interdependence among risk variables will have significant effect on the amount ultimately influenced by the changes in a single risk variable, the following are based on the assumption that the change in each risk variable is on a stand-alone basis. - 69 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED IX. FINANCIAL INSTRUMENT AND RISK MANAGEMENT - continued 1. Risk management objectives and policies The Group's risk management objectives are to achieve a proper balance between risks and yield, minimise the adverse impacts of risks on the Group's operation performance, and maximise the benefits of the shareholders and other stakeholders. Based on these risk management objectives, the Group's basic risk management strategy is to identify and analyse the Group's exposure to various risks, establish an appropriate maximum tolerance to risk, implement risk management, and monitors regularly and effectively these exposures to ensure the risks are monitored at a certain level. 1.1 Market risk 1.1.1 Currency risk Currency risk is the risk that losses will occur because of changes in foreign exchange rates. The Group's exposure to the currency risk is primarily associated with EUR and HKD. Several of the Group's subsidiaries have purchases and sales denominated in EUR and HKD while the Group's other principal activities are denominated and settled in RMB. As at 31 December 2014, the balance of the Group's assets and liabilities are both denominated in RMB except that the assets and liabilities set out below are denominated in EUR and HKD. Currency risk arising from the assets and liabilities denominated in foreign currencies may have impact on the Group's performance. Closing balance Opening balance RMB RMB Bank and cash 344,061 - Long-term borrowings 209,380,000 - Short-term borrowings - ___________ 243,170,674 ___________ The Group closely monitors the effects of changes in the foreign exchange rates on the Group's currency risk exposures. The Group currently does not take any measures to hedge currency risk exposures. - 70 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED IX. FINANCIAL INSTRUMENT AND RISK MANAGEMENT - continued 1. Risk management objectives and policies - continued 1.1 Market risk - continued 1.1.1 Currency risk - continued Sensitivity analysis on currency risk Where all other variables are held constant, the reasonably possible changes in the foreign exchange rate may have the following pre-tax effect on the profit or loss for the period and shareholders' equity: Current year Prior year Effect on Effect on shareholders' shareholders' Change in exchange rate Effect on profit equity Effect on profit equity RMB RMB RMB RMB RMB HKD 5% increase against RMB (5,995,640) (5,995,640) (12,158,534) (12,158,534) HKD 5% decrease against RMB 5,995,640 5,995,640 12,158,534 12,158,534 EUR 5% increase against RMB (4,456,157) (4,456,157) - - EUR 5% decrease against RMB 4,456,157 ________ 4,456,157 ________ ________- ________- ________ ________ ________ ________ 1.1.2 Interest rate risk - risk of changes in cash flows The Group's cash flow interest rate risk of financial instruments relates primarily to variable-rate bank borrowings (see NoteVI (1) and NoteVI (25) for details). It is the Group's policy to keep its borrowings at floating rate of interests so as to eliminate the fair value interest rate risk. The sensitivity analysis on interest rate risk The sensitivity analysis on interest rate risk is based on the changes in the market interest rate may influence the interest income or expense of the variable rate financial instruments. Management of the Group believes interest rate risk on bank deposit is not significant, therefore does not disclose sensitivity analysis for interest rate risk. Where all other variables are held constant, the reasonably possible changes in the interest rate may have the following pre-tax effect on the profit or loss for the period and shareholders' equity Current year Prior year Effect on Effect on Items Change in interest rate Effect on profit owners' equity Effect on profit owners' equity Bank borrowings 50% increase (1,044,435) (1,044,435) N/A N/A Bank borrowings 50% decrease 1,044,435 1,044,435 N/A N/A The Group has no floating-rate borrowings in 2013, and management of the Group considers the fluctuation in interest rates of bank balances and pledged deposits is insignificant. Therefore, no sensitivity analysis on interest rates for bank balances and pledged deposits is presented. - 71 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED IX. FINANCIAL INSTRUMENT AND RISK MANAGEMENT - continued 1. Risk management objectives and policies - continued 1.2 Credit risk As at 31 December 2014, the Group's maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties In order to minimise the credit risk, the Group has adopted a policy to ensure that all sales customers have good credit records. the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. For transactions that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit terms without the specific approval of the Department of Credit Control in the Group. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the management of the Group considers that the Group's credit risk is significantly reduced. Since the Group trades only with recognized and creditworthy third parties, there is no requirement for collateral. Concentrations of credit risk are managed by customer/counterparty, by geographical region and by industry sector. As at 31 December 2014, 33.6% of the Group trade receivables are due from top 5 customers (31 December 2013: 30.0%). There is no collateral or other credit enhancement on the balance of the trade receivables of the Group. Analysis of individually impaired financial assets As at 31 December 2014, the Group has provided full bad debts provision for the individually impaired account receivable due from Tiantong Security Co., Ltd., which has been in insolvency. 1.3 Liquidity risk In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group's operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilisation of bank borrowings and ensures compliance with loan covenants. The following is the maturity analysis for financial assets and financial liabilities held by the Group which is based on undiscounted remaining contractual obligations: Non-derivative financial liabilities Less than one month 1-3 months 3-12 months 1-5 years RMB RMB RMB RMB Short-term borrowings 101,046,667 1,704,444 204,802,222 - Notes payables - - 10,000,000 - Account payables 357,811,822 - - - Other payables 323,064,925 - 146,739,392 - Interest payables 3,026,660 - 448,981 - Long-term borrowings 509,814 __________ 1,002,634 _________ 4,673,295 _________ 216,691,479 __________ 785,459,888 __________ 2,707,078 _________ 366,663,890 _________ 216,691,479 __________ - 72 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED IX. FINANCIAL INSTRUMENT AND RISK MANAGEMENT - continued 1. Risk management objectives and policies - continued 1.4 Fair value disclosure - Financial assets and liabilities not measured using fair value As at 31 December 2014, management of the Group believes that book value of financial assets measured under amortised cost method is approximately equal to their fair value. X. RELATED PARTY AND RELATED PARTY TRANSACTIONS 1. Parent company Name of Type of Place of Legal Scope Registered Percentage Percentage Incorporate parent company Relation enterprise registration representative of business capital of shares of voting rights Code RMB % % Cotrolling Limited Company Company Yantai SunLiqiang Manufacturing 50,000,000 50.4 50.4 265645824 During the year ended 31 December 2014, there is no change in parent company's registered capital, shares holding or voting power. 2. Subsidiaries: Please refer to Note V III. 3. Other related parties Name of related parities Nature of related parties Incorporate code Yantai Changyu Wine Culture Museum Company controlled 258258654 Co., Ltd.("Wine Culture Museum") by the same parent Yantai Changyu International Window of the Company controlled 672208146 Wine City Co., Ltd.("Window of the Wine City) by the same parent Yantai ShenMa Packing Co., Ltd. Company controlled 553393350 ("ShenMa Packing") by the same parent Yantai Zhongya Pharmaceutical Tonic Company controlled 726203923 Wine Co., Ltd.("Zhongya Pharmaceutical") by the same parent - 73 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED X. RELATED PARTY AND RELATED PARTY TRANSACTIONS - continued 4. Significant related party transactions (1) Purchases from and sales to related parties Purchase from related parties The content of related 2014 2013 party transactions RMB RMB ShenMa Packing product purchase 149,536,913 194,648,978 Zhongya Pharmaceutical product purchase 5,205,207 7,960,294 Wine Culture Museum product purchase 934,085 2,618,189 Window of the Wine City product purchase 4,161,708 __________ 100,246 __________ 159,837,913 __________ 205,327,707 __________ All related party transactions are based on the negotiated price. In 2014, purchases from related parties accounted for less than 11.8% of the Group's total purchase (2013: 11.9%) Sales to related parties The content of related 2014 2013 party transactions RMB RMB Wine Culture Museum goods sales 10,111,288 5,495,959 Window of the Wine City goods sales 7,083,716 2,524,559 Zhongya Pharmaceutical goods sales 2,596,070 1,890,313 ShenMa Packing goods sales 1,684,486 __________ 1,492,538 __________ 21,475,560 __________ 11,403,369 __________ All related party transactions are based on the negotiated price. In 2014, sales to related parties accounted for less than 1% of the Group's total sales (2013: less than 1%). (2) Property leased from a related party The Group as Lessee 2014 Assets leased Beginning date Ending date Rental expense Changyu Group Company Warehouse and office building 2012/1/1 2016/12/31 5,858,000 ______ Pursuant to the lease agreement entered into between the Company and Changyu Group Company on 1 January 2012, starting from 1 January 2012, the Company rented properties from Changyu Group Company for operation purposes at a basic annual rental of RMB5,858,000, and till 31 December 2016. For the year ended 31 December 2014, the rental payable to Changyu Group Company amounted to RMB5,858,000 (2013: RMB5,858,000). - 74 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED X. RELATED PARTY AND RELATED PARTY TRANSACTIONS - continued 4. Significant related party transactions - continued (3) Other significant related party transactions Note 2014 2013 RMB RMB Royalty fee (a) 77,809,993 78,986,198 Patents fee (b) 50,000 _________ 50,000 _________ All related party transactions are based on the negotiated price. (a) Royalty fee Pursuant to a royalty agreement dated 18 May 1997, starting from 18 September 1997, the Company may use certain trademarks of Changyu Group Company, which have been registered with the PRC Trademark Office. An annual royalty fee at 2% of the Group's annual sales is payable to Changyu Group Company. The license is effective until the expiry of the registration of the trademarks. During 2014, royalty fee paid to related company accounted for 100% of the Group (2013: 100%). (b) Patents fee Pursuant to a patents implementation license dated 18 May 1997, starting from 18 September 1997, the Company may use the patents of Changyu Group Company. The annual patents usage fee payable by the Company to Changyu Group Company was RMB50,000. The contract was expired on 20 December 2005. The Company renewed the contract on 20 August 2006 for 10 years. The annual patents usage fee payable by the Company to Changyu Group Company remained RMB50,000. For the year ended 31 December 2014, the patents usage fee payable to Changyu Group Company amounted to RMB50,000 (2013: RMB50,000). During 2014, patent fee paid to related company accounted for 100% of the Group (2013: 100%). (4) Remuneration of the management 2014 2013 RMB RMB Remuneration of the management 8,884,459 _________ 8,292,000 ________ - 75 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED X. RELATED PARTY AND RELATED PARTY TRANSACTIONS - continued 5. Balance due from/ to related parties (1) Balance due from related parties Closing balance Opening balance Accounts receivable Balance Provision Balance Provision RMB RMB RMB RMB Zhongya Pharmaceutical 1,378,843 2,567,129 - Shen Ma Packing. 15,820 911,197 - Window of the Wine City _______- _____ 42,478 _______ - _____ 1,394,663 _______ _____ 3,520,804 _______ - _____ The above amounts due from related parties are unsecured, interest-free and have no fixed terms of repayment. (2) Balance due to related parties Closing balance Opening balance RMB RMB Accounts payable Shen Ma Packing 53,027,076 46,370,178 Zhongya Pharmaceutical 6,550,051 4,520,101 Wine Culture Museum 1,043,208 177,526 Window of the Wine City 59,668 _________ - _________ Total 60,680,003 _________ 51,067,805 _________ Other payable Royalty fee payable to parent company 77,809,993 78,986,198 Shen Ma Packing 200,000 165,230 Zhongya Pharmaceutical - _________ 52,760 _________ Total 78,009,993 _________ 79,204,188 _________ The above amounts due to related parties are unsecured, interest-free and have no fixed terms of repayment. - 76 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XI. COMMITMENT 1. Important commitments (1) Capital commitments Closing balance Opening balance RMB'000 RMB'000 Capital commitments 687,460 ________ 1,253,880 ________ (2) Operating lease commitment As lessee Significant operating lease: Total future minimal lease payments under non-cancelable contract with lessor are as follow: Closing balance Opening balance RMB'000 RMB'000 Within 1 year 25,505 23,612 1 to 2 years 10,271 11,208 2 to 3 years 7,252 9,726 3 years and above 21,262 _________ 28,390 ______ 64,290 _________ 72,936 ______ 2. Contingent liability The Group and the Company do not have any significant contingent liabilities as at balance sheet date. XII. POST BALANCE SHEET DATE EVENT According to the board of the directors resolution raised on 25 April 2015, the Company proposed a cash dividend of RMB 4.4 (tax inclusive) for every 10 shares in respect of 2014 based on the issued shares of 685,464,000. The aggregate amount of cash dividend is RMB 301,604,160. The resolution is to be approved by the annual general meeting. XIII. OTHER SIGNIFICANT EVENTS Segment report The Group is principally engaged in the production and sales of wine, brandy, and champagne. In accordance with the Group's internal organization structure, management requirements and internal reporting system, the Group's operation determines only one operation segment and reporting segment engaged in the production and sales within China. Therefore the Group does not need to disclose additional segment report information. - 77 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS 1. Cash and bank Closing balance Opening balance RMB RMB Cash 5,847 12,479 Bank Blance 371,128,398 477,140,475 Other currency fund 125,004,018 ____________ 125,291,289 __________ Total 496,138,263 ____________ 602,444,243 __________ As at 31 December 2014, the balance of restricted cash of the Group is RMB2,643,519 (31 December 2013: RMB2,609,237), which is composed of the Group's housing fund. As at 31 December 2014, other currency fund of the Company include: security of RMB 125,000,000 (at 31 December 2013: RMB 125,000,000) pledged for a long-term borrowing from HSBC of HKD 152,000,000(equivalent to RMB 119,912,800), and company cards deposit guarantee of RMB 4,018(at 31 December 2013: RMB 291,289). As at 31 December 2014, The Group's term deposits with original maturity from three months to one year when acquired is RMB35,245,260 (31 December 2013: RMB277,392,728 ) with interest rates ranging from 3.25%-4.13% . 2. Notes receivable (1) Categories of notes receivable Closing balance Opening balance RMB RMB Bank acceptances 98,158,251 _________ 32,594,381 _________ (2) Pledged notes receivable As of 31 December 2014, there was no pledged notes receivable (31 December 2013: Nil). - 78 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 2. Note receivable - continued (3) Notes endorsed by the Group to other parties which are not yet due at the end of the period Closing balance Opening balance RMB RMB Bank acceptances 52,895,804 __________ 16,727,830 _________ As at 31 December 2014,notes endorsed by the Group to other parties which are not yet due at the end of the period is RMB 52,895,804 (31 December 2013: RMB 16,727,830). It is for the payment to suppliers. The Group believes that due to bank good reputation, the risk of maturity can not be cashed is very low, these notes receivable ownership of the risks and rewards have been transferred to the supplier, therefore confirm the termination of the endorsement note receivables. If bank is unable to settle the notes on maturity, according to the relevant laws and regulations of China, the Group would undertake limited liability for the notes. (4) Notes receivable were reclassified as accounts receivable due to the default of drawer As of 31 December 2014, there was no notes receivable were reclassified as accounts receivable due to the default of drawer (31 December 2013: Nil). 3. Accounts receivable (1) The aging analysis is as follows: Closing balance Opening balance Balance Bad debts provisions Carrying Amount Balance Bad debts provisions Carrying Amount Amount Proportion Amount Proportion Amount Amount Proportion Amount Proportion Amount RMB (%) RMB (%) RMB RMB (%) RMB (%) RMB Accounts receivable that are individually not significant and for which bad debt provision has been assessed individually ______ ___ 1,516,518 100.0 ____ - ____ ______ - 1,516,518 ______ 1,600,968 ___ 100.0 ____ - ____ ______ - 1,600,968 The Company determines that trade receivable of more than RMB3,000,000 is considered as individually significant trade receivable. The normal credit term of trade receivables is one month, which can be extended to one year for certain major customers. The trade receivables are interest free. There was no individually significant and for which bad debt provision has been assessed individually account receivable. The aging analysis is as follows: Closing balance Opening balance RMB RMB Within 1 year 1,516,518 _________ 1,600,968 ________ - 79 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 3. Accounts receivable - continued (2) Provision, reversals and collections during the current period: As at 31 December 2014, there was no provision provided for trade receivables (31 December 2013: Nil). The Company did not provide, reverse or write off any provision during 2014 (31 December 2013: Nil) (3) Top three entities with the largest balances of accounts receivable Relationship Proportion of with the Group Amount Aging total receivables RMB % Yantai Huibao arts and crafts Manufacturing Co., Ltd. Third party 1,052,828 Within 1 year 69.5 Zhongya Pharmaceutical Other related parties 447,870 Within 1 year 29.5 ShenMa Packing Other related parties 15,820 ________ Within 1 year 1.0 ____ 1,516,518 ________ 100.0 ____ 4. Prepayments (1) The aging analysis is as follows: Closing balance Opening balance Amount Proportion Amount Proportion RMB % RMB % Within 1 year 1,710,787 _______ 100.0 ____ 24,824,672 ________ 100.0 ____ (2) Top five entities with the largest balances of prepayments Reason for Percentage of Relationship being total advances with the Group Amount Aging outstanding to suppliers RMB % Shandong Electric Power Group Third party 677,389 Within 1 year electric fee 39.6 Liu, Yuling Third party 348,124 Within 1 year goods not received 20.4 Yu, Zhihai Third party 328,194 Within 1 year goods not received 19.2 Rizhao Lingfei Packaging Co. Ltd. Third party 94,484 Within 1 year goods not received 5.5 Lin, Changxue Third party 80,428 _______ Within 1 year goods not received 4.7 ___ 1,528,619 89.4 ___ _______ - 80 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 5. Interest receivable (1) Categories of interest receivable Closing balance Opening balance RMB RMB Interests of term deposits 3,580,811 ________ 8,417,995 ________ (2) Overdue interest As at 31 December 2014, there was no overdue interest receivable (31 December 2013: Nil). 6. Dividend receivables Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Within 1 year Including: Sales Company 738,981,500 1,013,615,384 (1,350,000,000) 402,596,884 Wines Sales - 90,000,000 (90,000,000) - Huanren Wine - 25,000,000 (25,000,000) - Langfang Sales - 474,282 (474,282) - Jingyang Sales - 35,000,000 (35,000,000) - Over 1 year Including: Pioneer International 13,614,384 _________ __________- (13,614,384) __________ - _________ Total 752,595,884 _________ 1,164,089,666 __________ (1,514,088,666) __________ 402,596,884 _________ __________ 7. Other receivables (1) Disclosure of other receivables by categories: Closing balance Opening balance Balance Bad debts provisions Carrying Amount Balance Bad debts provisions Carrying Amount Amount Proportion Amount Proportion Amount Amount Proportion Amount Proportion Amount RMB (%) RMB (%) RMB RMB (%) RMB (%) RMB Other receivables that are individually significant and for which bad debt provision has been assessed individually 4,701,016,368 99.7 (7,199,521) 0.2 4,693,816,847 3,683,374,031 99.1 (7,392,429) 0.2 3,675,981,602 Other receivables that are not individually significant and for which bad debt provision has been assessed individually ______ ___0.3 15,019,429 _____- ___- ______ 15,019,429 ______ 33,602,347 ___0.9 _____- ___- ______ 33,602,347 Total ______ ___ 4,716,035,797 100.0 _____ ___0.2 ______ (7,199,521) 4,708,836,276 3,716,976,378 ______ 100.0 ___ (7,392,429) _____ ___0.2 ______ 3,709,583,949 The Company determines that other receivable of more than RMB3,000,000 is considered as individually significant other receivable. - 81 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 7. Other receivables - continued (1) Disclosure of other receivables by categories: - continued Other receivables that are individually significant and for which bad debt provision has been assessed individually: As at 31 December 2014, other receivable that are individually significant at the end of the period but for which bad debt provision has been assessed individually: Bad debt Balance provision Percentage Reason for provision RMB RMB % The debtor is in the process of liquidation Tiantong Security Co., Ltd. 7,199,521 _______ 7,199,521 _______ 100 Unable to repay As at 31 December 2013, other receivable that are individually significant at the end of the period but for which bad debt provision has been assessed individually: Bad debt Balance provision Percentage Reason for provision RMB RMB % The debtor is in the process of liquidation Tiantong Security Co., Ltd 7,392,429 _______ 7,392,429 _______ 100 Unable to repay The aging analysis is as follows: Closing balance Opening balance Bad debts Carrying Bad debts Carrying Balance provision amount Balance provision amount Amount Proportion Amount Amount Amount Proportion Amount Amount RMB % RMB RMB RMB % RMB RMB Within 1 year 4,708,620,670 99.8 - 4,708,620,670 3,709,472,668 99.8 - 3,709,472,668 1 to 2 years 215,606 0.0 - 215,606 111,281 - - 111,281 2 to 3 years - - - - - Over 3 years 7,199,521 ________ ____0.2 (7,199,521) _______ ________- 7,392,429 7,392,429 ________ ____0.2 ______ ________- 4,716,035,797 100.0 (7,199,521) 4,708,836,276 3,716,976,378 100.0 7,392,429 3,709,583,949 ________ ____ _______ ________ ________ ____ ______ ________ - 82 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 7. Other receivables - continued (2) Accrual, reversal and written-off during the current period: Opening balance Accrued Reversed Writen-off Closing balance RMB RMB RMB RMB RMB 2014 7,392,429 - _____ (192,908) ______ - _____ 7,199,521 _______ _______ No bad debt accrued in 2014, and bad debt reversed in 2014 is RMB 192,908. Basis of determining Accumulated bad debt Reasons for the original bad debt provision prior to Amount of reversal Cotent reversal or collections provison reversals or collections or collections RMB RMB Tiantong Security Co., Ltd. Collected Exceed credit period (7,392,429) _______ 192,908 _______ (3) Other receivable written off current year No other receivable written off in 2014. (4) Disclosure of other receivables by nature Closing balance Opening balance RMB RMB Receivable from subsidiary 4,699,819,825 3,691,961,808 Consumption tax refund 1,924,913 1,880,028 Receivable deposit - 1,661,969 Others 7,091,538 ____________ 14,080,144 ____________ 4,708,836,276 ____________ 3,709,583,949 ____________ (5) Top five entities with the largest balances of other receivables As at 31 December 2014, the particulars of top 5 other receivables are as follows: Proportion of total Nature Amount Aging prepayments RMB % Development Centre Internal balance 884,290,206 Within 1 year 18.7 Changan Chateau Internal balance 712,804,638 Within 1 year 15.1 Shihezi Chateau Internal balance 611,720,867 Within 1 year 13.0 Beijing Chateau Internal balance 533,229,933 Within 1 year 11.3 Ningxia Wine Internal balance 418,128,500 __________ Within 1 year 8.9 ___ 3,160,174,144 67.0 ___ __________ - 83 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 8. Inventories Closing balance Opening balance Net carrying Net carrying Balance Provision amount Balance Provision amount RMB RMB RMB RMB RMB RMB Raw material 8,061,194 - 8,061,194 5,328,866 - 5,328,866 Work in progress 605,911,810 - 605,911,810 685,390,264 - 685,390,264 Finished goods 67,723,770 _________ - _____ 67,723,770 _________ 90,565,059 _________ - _____ 90,565,059 _________ 681,696,774 _________ - _____ 681,696,774 _________ 781,284,189 _________ - _____ 781,284,189 _________ 9. Long-term equity investments Movement Cash Dividends 2014 Cost Opening balance for the year Closing balance Share holding Voting power for the year RMB RMB RMB RMB % % RMB Cost Method Xinjiang Tianzhu (a) 60,000,000 60,000,000 - 60,000,000 60 100 - Kylin Packaging 23,176,063 23,176,063 - 23,176,063 100 100 - Changyu Chateau (a) 28,968,100 28,968,100 - 28,968,100 70 100 - AFIP Tourism (a) 350,000 350,000 - 350,000 70 100 - Pioneer International (b) 3,500,000 3,500,000 - 3,500,000 70 100 - Ningxia Growing 1,000,000 1,000,000 - 1,000,000 100 100 - National Wines 2,000,000 2,000,000 - 2,000,000 100 100 - Ice Chateau (a) 30,440,500 30,440,500 - 30,440,500 51 100 - Beijing Chateau (a) 77,000,000 77,000,000 - 77,000,000 70 100 - Sales Company 7,200,000 7,200,000 - 7,200,000 100 100 1,013,615,384 Langfang Sales (b) 100,000 100,000 - 100,000 10 100 474,282 Langfang Castel (a) 19,835,730 19,835,730 - 19,835,730 39 100 - Wine Sales 4,500,000 4,500,000 - 4,500,000 90 100 90,000,000 Shanghai Sales(b) 300,000 300,000 - 300,000 30 100 - Beijing Sales 850,000 850,000 - 850,000 100 100 - Jingyang Sales (b) 100,000 100,000 - 100,000 10 100 35,000,000 Jingyang Wine (b) 900,000 900,000 - 900,000 90 100 - Ningxia Wine 1,000,000 1,000,000 - 1,000,000 100 100 - Ningxia Chateau 2,000,000 2,000,000 - 2,000,000 100 100 - Dingluote Chateau 80,000,000 80,000,000 - 80,000,000 100 100 - Shihezi Chateau 150,000,000 150,000,000 - 150,000,000 100 100 - Changan Chateau 20,000,000 20,000,000 - 20,000,000 100 100 - Development Centre 500,000,000 500,000,000 - 500,000,000 100 100 - Huanren Wine 5,000,000 5,000,000 6,000,000 11,000,000 100 100 25,000,000 French Sales 29,988,530 29,988,530 (29,988,530) - - - - Francs Champs Participations SAS _______ 69,216,634 _______- ______ 69,216,634 _______ 69,216,634 100 100 _______- 1,117,425,557 1,048,208,923 45,228,104 1,093,437,027 1,164,089,666 _______ _______ ______ _______ _______ (a) The Company is entrusted to manage these non-wholly owned subsidiaries whereby the Group owned the entire operating results of these subsidiaries deducting fixed fees paid to the non-controlling interests' holders. Please refer to Note VIII (1) for details. (b) The Company has 100% voting power of those subsidiaries by the way of indirect controlling. During 2014, there was no significant restriction on the remittance of fund from the investees to the Company. - 84 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 10. Fixed assets (1) Fixed assets Buildings Machinery Motor vehicles Total RMB RMB RMB RMB I. Total original carrying amount 1. Opening balance 300,301,763 582,833,349 12,601,336 895,736,448 2. Increase Purchase 3,313,956 11,917,141 781,111 16,012,208 CIP transfer 275,102 56,214 - 331,316 3. Decrease Disposal - _________ (2,332,423) _________ (279,850) _________ (2,612,273) _________ 4. Closing balance 303,890,821 _________ 592,474,281 _________ 13,102,597 _________ 909,467,699 _________ II. Total accumulated depreciation 1. Opening balance 93,360,535 367,510,418 9,571,379 470,442,332 2. Increase Accrual 9,662,598 27,611,496 618,844 37,892,938 3. Decrease Disposal _________- (1,815,138) _________ (263,088) _________ (2,078,226) _________ 4. Closing balance 103,023,133 _________ 393,306,776 _________ 9,927,135 _________ 506,257,044 _________ III. Total net carrying amount 1. Closing net carrying amount 200,867,688 _________ 199,167,505 _________ 3,175,462 _________ 403,210,655 _________ 2. Opening net carrying amount 206,941,228 _________ 215,322,931 _________ 3,029,957 _________ 425,294,116 _________ As at 31 December 2014, there was no fixed assets with ownership restricted (31 December 2013: Nil). As at 31 December 2014, the Group has no temporary idle fixed assets, fixed assets held for sale, fixed assets leased in under finance leases and fixed assets leased out under operating leases (2013: RMB: Nil). (2) Fixed assets of which certificates of title have not been obtained: As at 31 December 2014, buildings without property certificate are as follows: Reasons why certificates of title have Items Amount not been obtained RMB Fermentation center office, experiment building and workshop 6,556,657 __________ Processing - 85 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 11. Construction in progress (1) Construction in progress Closing balance Opening balance RMB RMB The Company's reconstruction project 182,765 __________ 269,802 _______ (2) Current year movement on important construction Accumulated Opening Transfer to Closing expenditure/b The progress of Budget balance Addition PPE balance udget construction Financed by RMB RMB RMB RMB RMB % The Company's reconstruction project 201,440,000 269,802 244,279 (331,316) 182,765 91.0 91.0 Self-raised There was no interest capitalized in construction in progress in 2014. (3) As at 31 December 2014, there was no provision was made for the construction in process. 12. Bearer biological asset Biological asset measured at cost Planting RMB I. Total original carrying amount 1. Opening balance 67,302,314 2. Increase Self cultivated 28,460,486 3. Decrease Disposal (5,093,268) __________ 4. Closing balance 90,669,532 __________ II. Total accumulated depreciation 1. Opening balance 6,450,905 2. Increase Accrual 586,905 __________ 3. Closing balance 7,037,810 __________ III. Total net carrying amount 1. Closing net carrying amount 83,631,722 __________ 2. Opening net carrying amount 60,851,409 __________ As at 31 December 2014, there is no biological asset with ownership restricted. - 86 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 12. Bearer biological asset - continued As at 31 December 2014, the Company's accumulated depreciation of biological assets is RMB 7,037,810 (2013: RMB 6,450,905). As at 31 December 2014, biological assets of the Company include mature bearer biological assets of RMB 7,923,216 (2013: RMB 8,510,121) and immature bearer biological assets of RMB 75,708,506. (2013: RMB 52,341,288) As at 31 December 2014, there is no indication that biological assets may be impaired, and no provision was made. 13. Intangible assets Intangible assets Land use right Software use right Total RMB RMB RMB I. Total original carrying amount 1. Opening and closing balance 96,594,766 _________ 3,480,000 _________ 100,074,766 __________ II. Total accumulated depreciation 1. Opening balance 17,454,935 3,480,000 20,934,935 2. Increase Accrual 2,379,153 _________ - _________ 2,379,153 __________ 3. Closing balance 19,834,088 _________ 3,480,000 _________ 23,314,088 __________ III. Total net carrying amount 1. Closing net carrying amount 76,760,678 _________ - _________ 76,760,678 __________ 2. Opening net carrying amount 79,139,831 _________ - _________ 79,139,831 __________ As at 31 December 2014, there was no intangible asset with restricted ownership. - 87 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 14. Deferred tax assets and liabilities Deferred tax assets and deferred tax liabilities that are not presented at the net amount after offset Recognised deferred tax assets not presented at the net amount after offset Closing balance Opening balance Item Deductible Deferred Deductible Deferred temporary difference tax assets temporary difference tax assets RMB RMB RMB RMB Unrealized profit from intra company transactions 9,000,404 2,250,101 7,795,104 1,948,776 Unpaid bonus 28,548,564 7,137,141 29,568,378 7,392,095 Retirement benefit 11,514,647 2,878,662 14,416,547 3,604,137 Asset impairment provision 17,199,521 4,299,880 17,392,429 4,348,107 Deductable losses 16,185,336 4,046,334 - - Deferred income 25,765,813 6,441,453 22,654,527 5,663,632 108,214,285 27,053,571 91,826,985 22,956,747 15. Trade payables The aging analysis is as follows: Closing balance Opening balance RMB RMB Within 1 year 228,052,722 __________ 166,453,563 __________ 16. Employee benefit (1) Employee benefit Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Short-term salaries and welfare 51,864,092 143,836,063 (136,981,551) 58,718,604 Post-demission benefits - predetermined provision plan - 10,060,441 (10,060,441) - Termination benefit 14,552,295 _________ 1,652,615 _________ (4,690,263) _________ 11,514,647 _________ 66,416,387 _________ 155,549,119 _________ (151,732,255) _________ 70,233,251 _________ - 88 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 16. Employee benefit - continued (2) Short-term salaries and welfare Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Salaries and bonus 49,583,695 127,184,205 (120,593,968) 56,173,932 Staff benefit - 7,430,814 (7,427,314) 3,500 Staff welfare - 4,318,828 (4,318,828) - Includes: Medical insurance - 3,382,675 (3,382,675) - Injury insurance - 490,366 (490,366) - Maternity insurance - 445,787 (445,787) - Housing fund - 3,584,493 (3,584,493) - Union fee and education fee 2,280,397 _________ 1,317,723 _________ (1,056,948) _________ 2,541,172 _________ 51,864,092 _________ 143,836,063 _________ (136,981,551) _________ 58,718,604 _________ (3) Predetermined provision plan Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Pension - 9,325,372 (9,325,372) - Unemployment insurance - _____ 735,069 _________ (735,069) _________ - _____ - _____ 10,060,441 _________ (10,060,441) _________ - _____ The Company participates in pension insurance and unemployment insurance plans established by government institution. According to those plans, the Company pays pension and unemployment insurance each month on the basis of 18% and 1% last period salary respectively. Apart from these monthly expenses, the Company does not bear any further payment obligation. This year the Company should pay RMB 9,325,372 and RMB 735,069 (In 2013: RMB 9,217,726 and RMB 682,538) respectively into pension insurance and unemployment insurance. At 31 December 2014, the Company does not have unpaid pension and unemployment insurance (At 31 December 2013: Nil) which is due to the pension insurance and unemployment insurance plan and not paid at the end of the reporting period. - 89 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 17. Taxes payable Closing balance Opening balance RMB RMB Value added tax (7,183,464) 3,289,792 Consumption tax 12,157,986 19,900,332 Corporation income tax 3,034,692 3,348,032 Urban land use tax 837,367 421,924 Individual income tax 6,213,385 6,275,760 City construction tax 1,510,366 2,319,867 Property tax 355,417 127,674 Others 1,279,375 __________ 1,895,289 _________ 18,205,124 __________ 37,578,670 _________ 18. Other payables (1) Natures of other payables are as follows Closing balance Opening balance RMB RMB Payable to subsidiaries 1,013,237,829 1,585,656,605 Payables for equipment and construction 7,437,012 14,058,146 Payables for transportation 306,238 971,220 Deposits from suppliers 436,271 277,430 Others 9,187,469 ____________ 11,633,120 ____________ 1,030,604,819 ____________ 1,612,596,521 ____________ (2) As at 31 December 2014, there were no significant outstanding balance aged over than one year. 19. Capital reserve 2014 Opening balance Increase Decrease Closing balance RMB RMB RMB RMB Share premium 557,222,454 _________ - ______ - ______ 557,222,454 _________ - 90 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 20. Revenue and cost of sales Revenue is as follows: 2014 2013 RMB RMB Principal operating income 1,647,825,652 ____________ 1,730,694,774 ____________ Cost of sales is as follows: 2014 2013 RMB RMB Principal operating cost 1,406,987,744 ____________ 1,473,772,762 ____________ 21. Tax and surcharges 2014 2013 RMB RMB Consumption tax 129,159,521 112,191,992 City construction tax 14,952,818 12,054,335 Education fee and surcharges 10,672,202 8,897,690 Others 2,242,360 __________ 1,902,568 __________ 157,026,901 __________ 135,046,585 __________ 22. General and administrative expense 2014 2013 RMB RMB Salary and employee benefit 31,119,420 26,777,563 Insurance fee 21,720,066 21,246,591 Leasing expenses 7,569,488 6,048,896 Depreciation 3,860,257 3,718,349 Amortization 2,917,149 2,373,076 Administrative expenses 8,748,731 8,489,998 Travelling expenses 2,704,509 4,127,300 Entertainment fee 278,344 288,524 Property tax, stamp duty and other taxes 5,331,881 3,942,998 Maintenance fee 9,685,094 10,416,751 Others 18,116,606 __________ 22,234,906 __________ 112,051,545 __________ 109,664,952 __________ - 91 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 23. Loss on impairment of assets 2014 2013 RMB RMB Impairment loss of available for sale assets - 5,000,000 Reversal of impairment loss (192,908) ________ (607,571) ________ (192,908) ________ 4,392,429 ________ 24. Financial Expense 2014 2013 RMB RMB Interest income (15,866,780) (25,717,422) Exchange earning (6,093,361) (4,055,987) Less: Interest expenses 10,227,740 2,174,286 Bank charges 678,848 _________ 1,650,982 _________ (11,053,553) _________ (25,948,141) _________ 25. Investment income 2014 2013 RMB RMB Long-term equity investment income accounted for by using the cost method 1,164,089,666 ____________ 1,126,019,415 ____________ Among the long-term equity investment income accounted for by using cost method, the investees with investment income accounting for more than 5% of the Company's total profit before tax are as follows: Investees 2014 2013 RMB RMB Sales Company 1,013,615,384 970,000,000 Wine Sales 90,000,000 11,140,442 AFIP Tourism - 68,000,000 ____________ ____________ As at 31 December 2014 and at 31 December 2013, there was no significant restriction on the remittance of investment income to the Company. - 92 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 26. Supplement to cash flow statement 2014 2013 RMB RMB Cash flows from operating activities calculated by adjusting the net profit: Net profit 1,151,762,045 1,154,687,278 Add: Impairment/(reverse) provision (192,908) 4,392,429 Depreciation of fixed assets 37,892,938 34,615,038 Amortization of intangible assets 2,379,153 2,373,077 Amortization of biological assets 586,905 586,905 Losses/(gains) on disposal of property, plant and equipment 5,076,491 662,192 Finance expenses (11,684,489) (29,773,409) Investment income (1,164,089,666) (1,126,019,415) Increase in deferred tax assets (4,096,824) (3,439,545) Decrease/(increase) in inventories 99,587,415 112,158,569 Increase in trade receivables (1,057,576,001) (1,562,373,091) Increase/(decrease) in trade payables (525,631,084) ____________ 200,790,717 ____________ Net cash flows from operating activities (1,465,986,025) (1,211,339,255) ____________ ____________ 27. Cash and cash equivalents 2014 2013 RMB RMB Closing balance of cash and bank 496,138,263 602,444,243 Less: Restricted bank deposits 2,643,519 2,609,237 Restricted other monetary assets 125,004,018 125,291,289 Deposit with a period of over three months 35,245,260 __________ 277,392,728 __________ Closing balance of cash and cash equivalents 333,245,466 __________ 197,150,989 __________ 2014 2013 RMB RMB Cash and bank 333,245,466 197,150,989 Including: Cash on hand 5,847 12,479 Bank deposits on demand 333,239,619 __________ 197,138,510 __________ Closing balance of cash and cash equivalents 333,245,466 __________ 197,150,989 __________ - 93 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 28. Related party transactions (1) Purchase of materials 2014 2013 RMB RMB Subsidiaries 275,537,285 230,279,590 Other related parties 105,807,546 __________ 135,903,876 __________ 381,344,831 __________ 366,183,466 __________ (2) Sales of goods 2014 2013 RMB RMB Subsidiaries 1,640,615,167 1,723,774,566 Other related parties 7,210,485 ____________ 6,920,208 ____________ 1,647,825,652 ____________ 1,730,694,774 ____________ 29. Receivables and payables to related parties (1) Trade receivables Trade receivables Closing balance Opening balance Balance Bad debts provision Balance Bad debts provision RMB RMB RMB RMB Other related parties 463,690 _______ - _______ 1,600,968 _______ - _______ Other receivables Closing balance Opening balance Balance Bad debts provision Balance Bad debts provision RMB RMB RMB RMB Subsidiaries 4,699,819,825 __________ - _______ 3,691,961,808 __________ - _______ The above receivables due from related parties are unsecured, have no interest or fixed date of repayment. - 94 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED XIV. NOTES TO COMPANY FINANCIAL STATEMENTS - continued 29. Receivables and payables to related parties - continued (2) Trade payables Trade Payables Closing balance Opening balance RMB RMB Subsidiaries - 9,497,134 Other related parties 29,592,060 _________ 33,518,567 _________ 29,592,060 _________ 43,015,701 _________ Other payables Closing balance Opening balance RMB RMB Subsidiaries 1,013,237,829 1,585,656,605 Other related parties 200,000 ____________ 3,906 ____________ 1,013,437,829 ____________ 1,585,660,511 ____________ The above payables due to related parties are unsecured, have no interest or fixed date of repayment. - 95 - YANTAI CHANGYU PIONEER WINE COMPANY LIMITED APPENDIX I SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2014 I. DETAILS OF EXTRAORDINARY PROFIT AND LOSS 2014 RMB Loss on disposal of non-current assets, including reversal of accrued impairment provision (5,086,545) Tax rebate and reduction without formal approval documents 13,405,520 Government grants credited in profit and loss (except for those recurring government grants that are closely related to the Group's operation, in line with related regulations and have proper basis of calculation) 27,140,194 Other non-operating income and expense 166,987 Reversal of bad debt provision of receivables tested individually 192,908 Corporate income tax effect (8,302,732) __________ 27,516,332 __________ The Company's extraordinary profit and loss items are recognized in accordance with the regulations of the "public offering of securities of the Company Disclosure Explanatory Notice No. 1 - non-recurring profit and losses" (SFC [2008] No. 43). All non-operation income and non-operation expenses are non-operating profit in 2014. Please refer to Note VI-38 and VI-39. II. RETRUN ON EQUITY ("ROE") AND EARNINGS PRE SHARE ("EPS") The Company's ROE and EPS are calculated in accordance with the CSRC regulations of the "Information Preparing and Disclosure Rules of Public Company No. 9 - calculation and disclosure of ROE and EPS" (Revised 2010). Weighted average 2014 ROE Basic EPS % RMB Net profit attributable to shareholders of the Company 15.11 1.43 Net profit attributable to shareholders of the Company deducting extraordinary profit and loss 14.69 _____ 1.39 ____ The Company did not have any potential dilutive shares. Weighted average 2013 ROE Basic EPS % RMB Net profit attributable to shareholders of the Company 16.45 1.53 Net profit attributable to shareholders of the Company deducting extraordinary profit and loss 16.78 _____ 1.48 ____ The Company did not have any potential dilutive shares. - 96 -