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张 裕B:2020年第三季度报告正文(英文版)2020-10-24  

                                                           Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


Stock Code: 000869, 200869          Stock Abbreviation: Changyu A, Changyu B          Notice No.: Final 2020-04




                     Yantai Changyu Pioneer Wine Co., Ltd.

                             2020 Third Quarter Report Main Body




                                           October 2020




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                                Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body



                                   I. Important Notice

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

All directors attended the meeting for deliberating this quarter report.

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




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                                                                                 Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body



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

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

   The reason of makes retroactive adjustments or restates: business combination under the same control
                           The end of this                        The end of last year                          More or less than last year (%)
                            report period          Before adjustment                After adjustment                  After adjustment
Total assets (CNY)          13,049,517,856                   13,647,932,568                 13,767,237,838                                    -5.21%
Net assets attributed to
the shareholders of the     10,198,945,037                   10,308,910,198                 10,401,071,088                                    -1.94%
listed company (CNY)
                                                                       More or less                                                     More or less
                                                                                           From the
                                             Same period of last year than last                            Same period of last year    than last year
                                                                                       beginning of the
                         This report period                              year (%)                                                           (%)
                                                                                      year to the end of
                                               Before         After        After                            Before         After           After
                                                                                      this report period
                                             adjustment adjustment adjustment                             adjustment    adjustment      adjustment
Operating income
                                774,191,143 968,100,175 980,743,772        -21.06%        2,192,739,690 3,526,374,960 3,553,926,816          -38.30%
(CNY)
Net profit attributed to
the shareholders of the          85,120,851 125,557,834 130,147,686        -34.60%          403,760,926 728,961,623 740,898,517              -45.50%
listed company (CNY)
Net profit attributed to
the shareholders of the
listed company after             73,406,867 119,702,422 119,702,422        -38.68%          340,173,716 672,193,117 672,193,117              -49.39%
deducting the
extraordinary gains and
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                                                                        Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


losses (CNY)
Net cash flow from
operating activities       268,955,826 145,855,707 150,903,125       78.23%       252,437,074 645,331,713 656,726,875                     -61.56%
(CNY)
Basic earnings per share
                                  0.12        0.18        0.19   -36.84%                   0.59             1.06             1.08         -45.37%
(CNY/share)
Diluted earnings per
                                  0.12        0.18        0.19   -36.84%                   0.59             1.06             1.08         -45.37%
share (CNY/share)
Weighted average for
earning rate of the net         0.92%       1.31%       1.37%        -0.45%              3.85%            7.38%            7.50%           -3.65%
assets




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                                    Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


  Details of extraordinary profit and loss
   Available         Not available
                                                                                               Unit:CNY
                                                                  Amount from the
                            Item                             beginning of the year to the Explanation
                                                                end of report period
   Disposal gains and losses for non-current assets,
   including the reversal of accrued impairment                                 -1,124,290
   provision
   Government grants credited in current profit and loss
   (except for those recurring government grants that are
   closely related to the entity's operation, in line with                     65,451,990
   related regulations and have proper basis of
   calculation)
   Current net profit and loss of subsidiary arising from
   business combination under the same control for the
                                                                               12,943,426
   current period from the beginning of the period to the
   date of the merger
   Other non-operating income and expenses in addition
                                                                                 4,701,227
   to above items
   Less: Income tax effect                                                     17,066,302
         Minority interests effect (after-tax)                                  1,318,841
   Total                                                                       63,587,210           --
  The reasons shall be made clear and definitely as to the extraordinary profit and loss that the
  Company has defined by virtue of the Explanatory Announcement on Public Company’s
  Information Disclosure No.1 - Extraordinary Profit and Loss and as to regarding the extraordinary
  profit and loss as recurrent profit and loss as specified in the Explanatory Announcement on Public
  Company’s Information Disclosure No.1 - Extraordinary Profit and Loss.
  Available Not available
  There is no situation regarding the extraordinary profit and loss as defined and specified in the
  Explanatory Announcement on Public Company’s Information Disclosure No.1 - Extraordinary
  Profit and Loss as recurrent profit and loss.

   2. The total number of shareholders and the shareholding of top 10 shareholders at the end
       of the report period
   1) The total number of common shareholders and the total number of preferred
       shareholders with recovered voting power as well as the shareholding of top 10
       shareholders
                                                                                  Unit: share
                                                        Total number of preferred
Total number of common
                                                        shareholders with recovered vo
shareholders at the end of                    48,873                                          0
                                                        ting power at the end of repo
report period
                                                        rt period (if have)


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                                  Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


                                  The top 10 common shareholders
                                                Shareholding Number of Number of Pledged or frozen
                               Character of
   Name of Shareholders                             ratio     holding  restricted Share
                               shareholders                                               Number
                                                     (%)       shares    shares   status
                             Domestic
YANTAI CHANGYU
                             non-state-owned            50.40% 345,473,856                —                  —
GROUP CO., LTD.
                             legal person
                             Foreign legal                                                —                  —
GAOLING FUND,L.P.            person                      3.08% 21,090,219
CHINA SECURITIES             State-owned
                                                  2.25% 15,440,794               —               —
FINANCE CORP                 legal person
BBH BOS S/A FIDELITY FD Foreign legal
                                                  2.02% 13,822,699               —               —
- CHINA FOCUS FD          person
SHENWAN HONGYUAN
                          Foreign legal
SECURITIES(HONG                                   1.20% 8,228,333                —               —
                          person
KONG) LIMITED
FIDELITY PURITAN
TRUST: FIDELITY SERIES Foreign legal
                                                  0.93% 6,350,762                —               —
INTRINSIC                 person
OPPORTUNITIES FUND
GUOTAI JUNAN
                          Foreign legal
SECURITIES(HONGKONG)                              0.76% 5,215,446                —               —
                          person
LIMITED
CENTRAL HUIJIN ASSET State-owned
                                                  0.69% 4,761,200                —               —
MANAGEMENT LTD.           legal person
HAITONG
INTERNATIONAL
                          Foreign legal
SECURITIES COMPANY                                0.68% 4,687,187                —               —
                          person
LIMITED-ACCOUNT
CLIENT
FIDELITY CHINA SPECIAL Foreign legal
                                                  0.55% 3,779,202                —               —
SITUATIONS PLC            person
                The shareholding of top 10 shareholders with unrestricted shares
                                                     Number of               Type of share
             Name of Shareholders                   unrestricted
                                                                    Type of share       Number
                                                     shares held
YANTAI CHANGYU GROUP CO., LTD.                        345,473,856 A share               345,473,856
GAOLING FUND,L.P.                                      21,090,219 B share                21,090,219
CHINA SECURITIES FINANCE CORP                          15,440,794 A share                15,440,794
BBH BOS S/A FIDELITY FD - CHINA FOCUS FD               13,822,699 B share                13,822,699
SHENWAN HONGYUAN SECURITIES(HONG
                                                        8,228,333 B share                  8,228,333
KONG) LIMITED
FIDELITY PURITAN TRUST: FIDELITY SERIES
                                                        6,350,762 B share                  6,350,762
INTRINSIC OPPORTUNITIES FUND

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                                     Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


GUOTAI JUNAN SECURITIES(HONGKONG)
                                                               5,215,446 B share                    5,215,446
LIMITED
CENTRAL HUIJIN ASSET MANAGEMENT LTD.                           4,761,200 A share                    4,761,200
HAITONG INTERNATIONAL SECURITIES
                                                               4,687,187 B share                    4,687,187
COMPANY LIMITED-ACCOUNT CLIENT
FIDELITY CHINA SPECIAL SITUATIONS PLC                          3,779,202 B share                    3,779,202
                                                Yantai Changyu Group Company Limited has no
The explanation for the associated relationship
                                                associated relationship or accordant action relationship
and accordant action of the top 10
                                                with the other 9 listed shareholders, and the relationship
shareholders
                                                among the other shareholders is unknown.
Explanation for the top 10 shareholders who
involved in financing activities and stock       No
trading business(if any)

   Whether or not the Company’s top 10 common shareholders and top 10 common shareholders with
   unrestricted shares conduct agreed buy-back transaction during the report period
    Yes  No
   There are no top 10 common shareholders or top 10 common shareholders with unrestricted shares
   in the Company conduct agreed buy-back transaction during the report period.

   2) The total number of preferred shareholders and the shareholding of top 10 preferred
      shareholders

    Available  Not available




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                                                                               Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body




                                                                 III. Major Issue

  1. Situation and reasons on changes in main financial data and financial index during the report period
      Available  Not available
                                                                                                                                              Unit: CNY
             Item               Ending balance    Initial balance   Increase rate                              Reason for change
Accounts receivable                163,837,210       265,693,603            -38.34% Mainly due to decrease in trade receivables
Account prepaid                     22,130,403        67,840,190            -67.38% Mainly due to decrease in advance payment for raw materials
Other receivables                   65,496,611        24,380,907           168.64% Mainly due to receivables from disposal of fixed assets
Interest receivable                    634,668           148,927           326.16% Mainly due to increase in interest receivable of fixed deposit
                                                                                       Mainly due to being included in contract liability in
Advance receipts                                     131,429,639           -100.00%
                                                                                       accordance with new Revenue Standards in 2020
Long-term borrowing                203,994,136       128,892,501            58.27% Mainly due to increase in long-term borrowing from the bank
                                  Amount in        Amount in
             Item                                                   Increase rate                              Reason for change
                                current period     last period
                                                                                       Mainly due to decrease in product sales volume affected by
Operating income                 2,192,739,690     3,553,926,816            -38.30%
                                                                                       COVID-19
                                                                                       Mainly due to reduce in marketing activities affected by
Selling expenses                   421,620,422       932,125,012            -54.77%
                                                                                       COVID-19
Loss of credit impairment
                                     3,125,029        -2,183,171 Not applicable Mainly due to the turn back of provision for bad debts
(loss is listed with "-")
Loss for impairment of assets      5,083,785.00        1,691,320           200.58% Mainly due to the turn back of preparation for assets
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                                                                               Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


(loss is listed with "-")                                                              impairment
Net profits attributed to the                                                          Mainly due to decrease in sales revenue affected by
                                     403,760,926     740,898,517            -45.50%
owner of parent company                                                                COVID-19
Cash received from sales of                                                            Mainly due to decrease in sales revenue affected by
                                    2,310,331,855   3,404,022,629           -32.13%
goods and rending of services                                                          COVID-19
Sub-total of cash inflows of                                                           Mainly due to decrease in sales revenue affected by
                                    2,413,325,169   3,519,431,675           -31.43%
operating activities                                                                   COVID-19
Net cash flow from operating                                                           Mainly due to decrease in sales revenue affected by
                                     252,437,074     656,726,875            -61.56%
activities                                                                             COVID-19
Sub-total of cash inflows of                                                           Mainly due to decrease in cash received from return of fixed
                                      82,752,204     175,995,217            -52.98%
investment activities                                                                  deposit
Cash paid to acquire fixed
                                                                                       Mainly due to decrease in cash invested in new project and
assets, intangible asset and         100,318,579     201,434,544            -50.20%
                                                                                       continued project
other long-term assets
Cash paid to acquire fixed
                                      58,200,000     113,718,193            -48.82% Mainly due to decrease in fixed deposit
deposit


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


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


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                                                                             Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


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

    Available  Not available
                                      Commitment       Commitment                                Commitment Commitment
          Commitments                                                   Commitment content                                             Implementation
                                        Party             Type                                      time      period
Commitments at share reform
Commitments made in acquisition
report or equity changes report
Commitments at asset restructuring
                                     Yantai Changyu Solve horizontal   Non-horizontal                                              Has been fulfilling the
                                                                                                   1997.05.18       Permanent
                                     Group Co., Ltd. competition       competition                                                 commitment
                                                                       According to Trademark                                  According to
                                                                       License Contract, the                                   Trademark License
                                                                       annual trademark use                                    Contract, the annual
                                                                       fee of trademarks                                       trademark use fee
                                                                       including “张裕”                                      charged by Yantai
Commitments at the initial public                                      (Changyu) paid by the                                   Changyu Group Co.,
                                                                       Company to Yantai                            1997.05.18 Ltd. should be mainly
offering or refinancing              Yantai Changyu Define the use of
                                                                       Changyu Group Co.,     1997.05.18                to     used to publicize
                                     Group Co., Ltd. trademark use fee
                                                                       Ltd. should be mainly                        2019.04.04 trademarks including
                                                                       used by Yantai Changyu                                  “张裕” (Changyu) and
                                                                       Group Co., Ltd. to                                      contractual products.
                                                                       publicize trademarks                                    Except the period from
                                                                       including “张裕”                                      2013 to 2017 when
                                                                       (Changyu) and                                           Yantai Changyu
                                                                       contractual products.                                   Group Co., Ltd. Didn’t
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                                                                                 Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


                                                                                                                                       strictly fulfill the
                                                                                                                                       commitment, Yantai
                                                                                                                                       Changyu Group Co.,
                                                                                                                                       Ltd. has been fulfilling
                                                                                                                                       the commitment.
Equity incentive commitments
                                                                         The CNY231,768,615
                                                                         that was not used for
                                                                         publicity of trademarks
                                                                         and contract products as
                                                                         promised will be offset
                                                                         by the four-year
                                                                         trademark use fee from                         2019.04.04
                                                 Compensating
Commitments made to the minority Yantai Changyu                          2019 to 2022. If                                          Has been fulfilling the
                                                 unfulfilled                                           2019.04.04           to
shareholders of the Company      Group Co., Ltd.                         insufficient, the shortfall                               commitment
                                                 commitment                                                             2023.12.31
                                                                         would be filled in one
                                                                         time in 2023. If there is
                                                                         any excess, the excess
                                                                         portion of the trademark
                                                                         use fee would be
                                                                         collected from the year
                                                                         with excess occurrence.
Commitment under timely implementation or not         No
                                                      According to Trademark License Contract (hereafter referred to as “this Contract”), Changyu
For commitments that exceed the time limit and are Group promised that the annual trademark use fee paid by the Company to Changyu Group
not completed, specific reasons of not completing the would be mainly used by Changyu Group to publicize these trademarks and contractual products.
implementation and the next step                      However, the above-mentioned “mainly” is not a specific number. During the implementation
                                                      process, due to inconsistent understanding, it is easy to cause divergence and leads to problems.
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                          Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


From 2013 to 2017, Changyu Group collected a total of CNY420,883,902 trademark use fee, of
which 51% was used to publicize trademarks including Changyu and contract products with
amount of CNY214,650,790. The amount has been used to publicize trademarks including
Changyu and contract products is CNY50,025,181, with a balance of CNY164,625,609.
In 2018 and 2019, the trademark use fee collected of 2017 and 2018 is CNY155,623,907, of
which 51% is used to publicize trademarks including Changyu and contract products with amount
of CNY79,368,193. The amount has been used to publicize trademarks including Changyu and
contract products is CNY12,225,187, with a balance of CNY67,143,006.
Since 2013, the accumulated balance of Changyu Group using to publicize trademarks including
Changyu and contract products is CNY231,768,615.
If Changyu Group is not able to implement the above-mentioned commitment owing to various
reasons, the Company will timely supervise and urge Changyu Group to fulfill its commitment
and request Changyu Group to raise funds through bank loaning, assets sales and equity sales etc.
in order to implement the commitment.
For detailed information, please refer to Announcement of Commitment Issues of Yantai Changyu
Group Co., Ltd. disclosed on April 4th, 2019.




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                                  Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


4. Financial assets investment

1) The situation of security investment
 Available  Not available
There is no security investment during the report period.


2) The situation of derivative investment
 Available  Not available
There is no derivative investment during the report period.


5. Progress of fund-raising investment project
 Available  Not available


6. Prediction for 2020 annual business performance
Warning and cause explanation for the prediction that the cumulative net profit from the beginning
of the year to the end of the next report period might be a loss or might occur a significant change
compared with the same period of last year
 Available  Not available


7. Major contracts during daily operations
 Available  Not available


8. Entrusted financial management
 Available  Not available
There is no entrusted financial management during the report period.


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

10. The situation of non-operating fund occupation of controlling shareholders and related
parties
 Available  Not available
There is no non-operating fund occupation of controlling shareholders and related parties during the
report period.


11. The activity registration form of receptions, communication and interview etc. during the
report period


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                                 Yantai Changyu Pioneer Wine Co., Ltd. 2020 Third Quarter Report Main Body


 Available  Not available
There is no reception, communication or interview etc. during the report period.




                                                            Yantai Changyu Pioneer Wine Co., Ltd.
                                                                               Board of Directors
                                                                               October24th, 2020




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