YANTAI CHANGYU PIONEER WINE COMPANY LIMITED The 3rd Quarter Report of 2009 1. Important 1.1 The Board of Directors, board of Supervisors, senior managers of the Company collectively and individually accept full responsibility for the truthfulness, accuracy and completeness of the information contained in this report and confirm that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. 1.2 No directors or senior managers have any dissidence on the truthfulness, accuracy and completeness of the information contained in this report. 1.3 All directors attend the Board of Directors’ meetings. 1.4 The 3rd quarter report of 2009 has not been audited. 1.5 The chairman of the Board of Directors Mr. Sun Liqiang, the chief accountant Mr. Leng Bin and the chief of accounting department Mr. Jiang Jianxun assure the truth and integrity of the financial and accounting statement in this report.2 2. THE BASIC INFORMATION OF THE COMPANY 2.1 Main accountant data and Financial index Unit: CNY At the end of report period At the end of last year More or less (%) Total assets 4,414,390,742 4,060,932,580 8.70 Owner’s equity (or shareholders’ equity) 2,638,125,291 2,543,633,170 3.71 Capital stock 527,280,000 527,280,000 0.00 Net assets per Share attributed to shareholders of listed company 5.00 4.82 3.73 During the report period More or less than same period of last year (%) Beginning of this year to the end of the report period More or less than same period of last year(%) total business income 981,241,847.00 32.10% 2,950,668,008.00 15.08% Net profit per share attributed to shareholders of listed company 271,992,830.00 43.36% 727,228,121.00 23.57% Net cash flows from operating activities - - 1,065,864,036.00 11.28% Net cash flows per share from operating activities - - 2.02 10.99% Basic Earnings per Share 0.52 44.44% 1.38 23.21% Diluted Earnings per Share 0.52 44.44% 1.38 23.21% Rate of return of net assets (%) 10.31% 1.83% 27.57% 1.27% Rate of return of net assets after deducting non-current profit and loss 10.08% 1.79% 27.10% 1.04% Item for irregular profit and losss Unit: CNY Item for irregular profit and losss From Janurary to September 2009 appendix Return from investment 1,223,734.00 Other net non-operating income 16,501,955.00 Effect index for the income tax -4,431,422.00 Effect index on shareholders’ equity attributed to the minority shareholders -933,943.00 Total 12,360,324.00 2.2 The total number of the shareholders and top 10 shareholders with unlimited shares at the end of the report period Unit; share Total number of shareholders 13,297 The top 10 shareholders with unlimited shares3 Name of Shareholders Number of unlimited shares The Type of shares YANTAI CHANGYU GROUP CO. LTD. 26,364,000 A share HTHK/CMG FSGUFP-CMG FIRST STATE CHINA GROWTH FD 22,498,466 B share GAO-LING FUND,L.P. 14,467,301 B share BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 7,399,747 B share NUOAN VALUE-ADDED SECURITIES - ORIENTED CAPITAL FUND 5,039,062 A share GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 4,893,758 B share TAIKANG LIFE CO. LTD. – BONUS -019-FH002 SHEN 4,634,875 A share HUITIANFU GROWTH FOCUS SECURITIES- ORIENTED CAPITAL FUND 4,249,711 A share MIRAE ASSET CHINA SOLOMON EQUITY INVESTMENT TRUST 1 4,012,950 B share UBS (LUXEMBOURG) S.A. 4,006,728 B share 3. MAJOR ISSUES 3.1 The Great Change and Reasons on Main Accountant Data and Financial Index (√) applicable ( ) not applicable At the end of the report period, comparing with the beginning of report period, the account receivable is 169.12% up, mainly due to the large increase of payment by bank acceptance; payment in advance of 179.64% up because of the increase of the advance payment for the projects with the investment in the fixed assets and the advance payment of grape purchasing; intangible assets of 64.48% up caused by the land use right of the investment in Ningxia and Xinjiang; prepaid amount of 32.63% up contributed by increase on prepaid payment by clients; staff salary payable of 26.21% up because of the increase of the accumulated management salary of sales team; other payable amount of 39.74% up caused by the increase of the transportation cost, warehousing charges and advertisement cost. And comparing with same period of last year, the financial expenditure is 24.91% up contributed by decrease of bank deposit interest, net profit of 23.62% up, because of sales increase from big market demand, the net cash flow from operating activites of 42.31% down, mainly due to the decrease of guarantee money from distributors. Cash in flow from investment activites of 1691.02% up due to taking back the certificate deposit at maturity of 3 month or over. 3.2 Analysis and explanation on the situation, impact and solution of other major issues ( )applicable ( √ ) not applicable 3.3 The Execution of Promised Issues by the Company, Shareholders and Actual Controller ( √ )applicable ( ) not applicable4 Promised item Promised issues The execution of promised issues For equity transfer Besides the least legal promises, Yantai Changyu Group Co., LTD have also made special promises as following: 1. Changyu Group, as from the day of being granted the right of circulation on stock market as March 21,2006, can’t transact or transfer its holding within 36 months. 2. Within 12 months after the expiry of the afore-said promising period, the amount of the former non-circulating stock that Changyu Group may list for transaction at Stock Exchange can’t be over 5% of its total and within 24 months after the period, can’t be over 10% of its total. 3. Changyu Group will propose during the shareholders’ meeting 2005, 2006 and 2007 that the profit distribution in cash shall not be lower than 65% of the distributable profits made in that year and promise to cast an affirmative vote for it. Yantai Changyu Group Co., Ltd has voted for the profit distribution plan during the shareholders’ meeting of 2005, 2006 and 2007. For limited shares transaction Yantai Changyu Group Co., Ltd. released the limit condition to 26.364 million shares of the Company on March 25th,2009, and made the promise that Group company will issue the suggestive announcement through the Company within two transaction days before the first decreasing of shares by Group Company, disclosed information will include but not only limit to the planned transaction quantity, transaction time, transaction price range and reason for share decreasing as required by Shenzhen Stock Exchange, if Group company intends to sell the current shares of the Company after releasing the limit condition and the total quantity for share decreasing is up to 5% within 6 months from the first transaction. Yantai Changyu Group Co., Ltd. did not decrease the share holding of the Company during report period. Promise in acquisition report or report on change of shareholders’ equity No No Promise for major assets merger No No Promise for issurance Non-competitive promise Performed Other promise including supplemental promise No No 3.4 Warning and explanation for the estimation on the possible loss of total net profit in the period from the beginning of this year to the end of the next report period or the great change comparing with same period of last year. ( )applicable ( √ ) not applicable5 3.5 Other major issues 3.5.1 The information on the Company’s capital providing to holding shareholder or its related parties, external guarantee against stated procedure ( )applicable ( √ ) not applicable 3.5.2 The compensation from related party to the Company on earnings promised for stock equity transfer or major assets merger. ( )applicable ( √ ) not applicable 3.5.3 Securities investment ( √ )applicable ( ) not applicable item type Code Ab Initial investment (CNY) Share quantity (share) Book value at end of report period Proportion on total securities investiment (%) Profit and loss during report period Other securities investment by end of report period 0.00 - 0.00 0.00 0.00 Profit and loss on securites sold during report period - 1,223,734 Total 0.00 - 0.00 0.00 1,223,734 3.5.4 Holding share equity of other listed company ( )applicable ( √ ) not applicable 3.5.5 Holding share equity of unlisted financial company or ready-to-list company ( )applicable ( √ ) not applicable 3.5.6 The Company’s Receptions, Studies and Visits during report period Reception date Reception place Reception way Visitor Main topic and material provided July 15, 2009 Meeting room of the Company Field survey Runhui Investment Principal operation, future development July 18, 2009 Meeting room of the Company Field survey Yuanta Securities (Hongkong) Principal operation, future development July 26, 2009 Meeting room of the Company Field survey Bonny Investment Principal operation, future development August 5, 2009 Meeting room of the Company Field survey Shanghai Securities Principal operation, future development August 11, 2009 Meeting room of the Company Field survey Clairvoyance Principal operation, future development August 15, 2009 Meeting room of the Company Field survey Chongyang Investment Principal operation, future development6 August 17,2009 Meeting room of the Company Field survey E Fund Principal operation, future development August 18,2009 Meeting room of the Company Field survey Rising Securities Principal operation, future development August 18,2009 Meeting room of the Company Field survey New China Fund Principal operation, future development August 18,2009 Meeting room of the Company Field survey Shanghai V Stone Investment Principal operation, future development August 18,2009 Meeting room of the Company Field survey New China Fund Principal operation, future development August 25,2009 Meeting room of the Company Field survey Shenyin Wanguo Securities Principal operation, future development August 25,2009 Meeting room of the Company Field survey Fullgoal Fund Principal operation, future development August 28,2009 Meeting room of the Company Field survey Everbright Securities Principal operation, future development Sept. 8,2009 Meeting room of the Company Field survey GF Fund Principal operation, future development Sept. 15,2009 Meeting room of the Company Field survey Shenzhen Hongchou Investment Principal operation, future development Sept. 22,2009 Meeting room of the Company Field survey CICC Principal operation, future development 3.5.7 The proposal and its execution for shareholding increase proposed by shareholder holding over 30% shares ( )applicable ( √ ) not applicable 3.6 Investment situation for the derivatives ( )applicable ( √ ) not applicable 3..6.1 Position situation for the derivatitives investment at the end of the report period ( )applicable ( √ ) not applicable7 4. Appendix 4.1 Balance sheet (1) Yantai Changyu Wine Poineer Co., Ltd. Unit: CNY At 30 September 2009 At 31 December 2008 Assets Note Consolidated amount Parent company amount Consolidated amount Parent company amount Current assets: Monetary fund 1,962,980,968 1,146,707,205 1,748,573,840 1,199,543,976 Financial assets for trade Notes receivable 36,004,142 9,462,255 13,378,706 5,215,800 Account receivable 96,912,371 10,049,791 82,343,029 13,271,136 Advance money 14,762,353 10,242,592 5,278,985 2,942,070 Interest receivalbe 17,133,670 17,133,670 19,176,250 19,176,250 Dividend receivable 406,972,236 Other account receivable 32,579,305 688,777,508 23,713,826 361,305,380 Inventories 882,041,190 381,016,848 997,942,600 438,936,622 Non-current assets due within one year 15,000,000 15,000,000 15,000,000 15,000,000 Other current assets 253,935 Total current assets 3,057,413,999 2,278,389,869 2,905,661,171 2,462,363,470 Non-current assets: Financial assets for sale Investment held to expiration Long-term account receivable Long-term equity investment 10,000,000 229,077,178 10,000,000 169,077,178 Real estate for investment fixed assets 928,193,738 335,434,607 728,229,135 351,548,553 Construction in progress 128,682,568 3,241,918 154,490,715 8,263,910 Project material Liquidation of fixed assets Biological assets for production 41,312,263 11,738,099 40,675,990 11,738,099 Oil and gas assets Intangible assets 166,825,866 91,346,577 101,426,926 93,648,384 Development expenditure Goodwill Long-term deferred expenses 22,771,275 21,452,595 Assets of deferred income tax 53,141,981 14,452,461 91,950,794 14,950,351 Other non-current assets 6,049,052 5,912,909 7,045,254 6,747,847 Total non-current assets 1,356,976,743 691,203,749 1,155,271,409 655,974,322 Total assets 4,414,390,742 2,969,593,618 4,060,932,580 3,118,337,7928 Legal representative:Sun Liqiang Person in charge of accounting; Leng Bin Person in charge of accounting organ: Jiang Jianxun Balance Sheet (2) Yantai Changyu Wine Poineer Co., Ltd. Unit:CNY At 30 September 2009 At 31 December 2008 Liabilites, rights and interests of shareholders Note Consolidated amount Parent company amount Consolidated amount Parent company amount Current liabilities: Short-term loan Financial liabilities for trade Notes payable Accounts payable 238,170,416 118,417,034 220,708,265 169,592,563 Advance money 250,286,684 188,709,167 Wage payable 191,642,973 106,600,092 151,849,547 105,145,026 Tax payable 368,498,797 57,785,215 457,714,254 68,218,327 Interest payable dividend payable Other accounts payable 577,029,526 630,780,154 412,923,817 266,834,580 Non-current liabilities due within one year Other current liabilities Total current liabilities 1,625,628,396 913,582,495 1,431,905,050 609,790,496 Non-current liabilities: Long-term loan Bond payable Long-term accounts payable 15,000,000 Special accounts payable Estimated liabilities Liabilities of deferred income tax Oterh non-current liabilities Total non-current liabilities 15,000,000 Total liabilities 1,640,628,396 913,582,495 1,431,905,050 609,790,496 Shareholder rights and interests: Capital stock 527,280,000 527,280,000 527,280,000 527,280,000 Capital reserve 557,222,454 557,222,454 557,222,454 557,222,454 Less: treasury stock Surplus reserve 295,942,630 295,942,630 295,942,630 295,942,630 Undistributed profit 1,257,680,207 675,566,039 1,163,188,086 1,128,102,2129 Total shareholder rights and interests of parent company 2,638,125,291 2,056,011,123 2,543,633,170 2,508,547,296 Minority shareholder rights and interests 135,637,055 85,394,360 Total shareholder rights and interests 2,773,762,346 2,056,011,123 2,629,027,530 2,508,547,296 Liabilites and total shareholders rights and interests 4,414,390,742 2,969,593,618 4,060,932,580 3,118,337,792 Legal representative: Sun Liqiang Person in charge of accounting: Leng Bin person in charge of accounting organ Jiang Jianxun 4.2 Profit Statement for Report Period Yantai Changyu Wine Poineer Co., Ltd. Unit: CNY July 1, 2009 to Sept.30 2009 July 1, 2008 to Sept.30 2008 Item Note Consolidated amount Parent company amount Consolidated amount Parent company amount Business income 981,241,847 350,972,907 742,798,725 299,941,677 Less: business cost 292,745,406 265,401,112 255,925,732 269,649,062 Business tax and associate charges 60,205,889 44,427,748 40,679,968 23,600,589 Sales expenses 252,965,274 174,374,025 Management expenses 32,356,195 47,758,463 20,535,882 43,492,038 Financial expenses -6,706,329 -8,208,194 -9,232,389 -9,229,864 Assets depreciation loss Add: fair value charge profit (loss is listed with "-") Investment profit ((loss is listed with "-") 1,223,734 9,723,734 800,370 800,370 Including: investment profit for joint-run business and joint venture Operating profit 350,899,146 11,317,512 261,315,877 -26,769,778 Add: Non-operating income 8,239,032 339,275 4,904,437 3,219,285 less: non-operating expenditures 115,478 65,143 42,740 77 Including: non-current assets disposing loss Total profit 359,022,700 11,591,644 266,177,574 -23,550,570 Less: income tax expenses 84,721,205 656,437 76,785,220 -5,549,640 Net profit 274,301,495 10,935,207 189,392,354 -18,000,93010 Net profit of parent company's owners 271,992,830 10,935,207 189,724,921 -18,000,930 Minority shareholder profit and loss 2,308,665 -332,567 EPS Basic EPS 0.52 0.02 0.36 -0.03 Diluted EPS 0.52 0.02 0.36 -0.03 Legal representative: Sun Liqiang Person in charge of accounting Leng Bin Person in charge of accounting organ: Jiang Jianxun 4.3 Profit Statement from Jan.1st 2009 to Sept. 30, 2009 Yantai Changyu Wine Poineer Co., Ltd. Unit: CNY Nine months ended 30 September 2009 Nine months ended 30 September 2008 Item Note Consolidated amount Parent company amount Consolidated amount Parent company amount Business income 2,950,668,008 820,379,148 2,564,046,035 940,275,266 Less: business cost 882,157,615 617,772,048 803,452,004 749,567,492 Business tax and associate charges 167,008,419 100,302,787 166,885,185 108,924,379 Sales expenses 837,306,257 717,757,756 Management expenses 138,817,469 104,388,709 130,454,507 127,509,671 Financial expenses -21,828,691 -27,455,515 -29,071,450 -30,914,110 Assets depreciation loss 153,484 Add: fair value charge profit (loss is listed with "-") Investment profit ((loss is listed with "-") 1,223,734 161,440,793 2,756,502 182,579,464 Including: investment profit for joint-run business and joint venture Operating profit 948,430,673 186,811,912 777,171,051 167,767,298 Add: Non-operating income 16,663,786 1,008,519 8,261,625 3,412,168 less: non-operating expenditures 161,831 85,913 3,230,864 100,077 Including: non-current assets disposing loss Total profit 964,932,628 187,734,518 782,201,812 171,079,389 Less: income tax expenses 234,346,678 7,534,691 191,201,760 -932,447 Net profit 730,585,950 180,199,827 591,000,052 172,011,836 Net profit of parent 727,228,121 180,199,827 588,529,407 172,011,83611 company's owners Minority shareholder profit and loss 3,357,829 2,470,645 EPS Basic EPS 1.38 1.12 0.33 Diluted EPS 1.38 1.12 0.33 Legal representative: Sun Liqiang Person in charge of accounting Leng Bin Person in charge of accounting organ: Jiang Jianxun 4.4 Cash Flow Statement from Jan.1st,2009 to Sept.30, 2009 Yantai Changyu Wine Poineer Co., Ltd. Unit: yuan Nine months ended 30 September 2009 Nine months ended 30 September 2008 Item Cosolidated amount Parent company amount Cosolidated amount Parent company amount 1. Cash flows from operating activities: Cash received from sales of goods and rending of services 3,576,476,173 958,818,493 3,086,744,204 1,092,426,809 Tax refund received 6,904,140 3,264,140 7,361,194 3,219,838 Other cash received related to operating activities 171,904,016 479,768,745 297,998,576 606,316,298 Subtotal of cash flows of operating activities 3,755,284,329 1,441,851,378 3,392,103,974 1,701,962,945 Cash paid for goods and services 1,146,173,905 704,364,443 1,067,640,264 843,238,416 Cash paid to and on behalf of employees 175,665,303 73,901,001 179,416,144 83,960,590 Cash paid for taxes and expenses 795,405,370 166,860,556 703,007,730 187,037,437 Other cash paid related to operating activities 572,175,715 39,931,149 484,197,047 21,215,465 Sub-total of cash outflows of operating activities 2,689,420,293 985,057,149 2,434,261,185 1,135,451,908 Net cash flow from operating activities 1,065,864,036 456,794,229 957,842,789 566,511,037 2. Cash flow from investing activities: Cash received from return of investment Fixed deposit with the term of over 3 months 379,819,840 357,819,840 Cash received from obtaining investment profit 1,223,734 161,440,793 2,756,502 182,579,464 Cash received from interest income 27,307,980 27,256,230 20,043,470 20,043,47012 Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of branch and other business unit Other cash received related to investing activities Subtotal of cash flows of investment activities 408,351,554 546,516,863 22,799,972 202,622,934 Cash paid to acquire fixed assets, intangible assets and other long-term assets 247,253,352 7,803,577 179,082,718 41,460,143 Fixed deposit with the term of over 3 months 112,000,000 112,000,000 Cash for investment 14,910,000 Net cash paid to acquire branch and other business unit 57,789,176 Other cash paid related to investment activities Subtotal of cash outflows of investment activities 247,253,352 65,592,753 291,082,718 168,370,143 Net cash flow from investing activites 161,098,202 480,924,110 -268,282,746 34,252,791 3.Cash flow from financing activites Cash received from acquiring investment 150,000 Including: cash received from acquiring minority shareholders investment by branch 150,000 Cash received from acquiring loans Other cash received related to finaning activities Subtotal cash flows of financing activities 150,000 Cash paid to pay debts Cash paid to distribute dividend, profit or pay interest 632,736,000 632,736,000 580,008,000 580,008,000 Including: dividend and profit paid to minority shareholders by branch Other cash paid related to financing activities Subtotal of cash outflows of financing activities 632,736,000 632,736,000 580,008,000 580,008,000 Net cash flow from financing activites -632,736,000 -632,736,000 -579,858,000 -580,008,000 4. Influences of exchange rate fluctuation on cash and cash equivalents 5. Net Increase in cash and cash equivalents 594,226,238 304,982,339 109,702,043 20,755,82813 Add: balance at the beginning of the period of cash and cash equivalents 792,724,722 265,694,858 856,534,631 608,642,980 6.Balance at the end of the period of cash and cash equivalents 1,386,950,960 570,677,197 966,236,674 629,398,808 Legal representative: Sun Liqiang Person in charge of accounting: Leng Bin Person in charge of accounting organ: Jian Jianxun 4.4 Audit Report Not audited Yantai Changyu Wine Poineer Co., Ltd. Board of Directors 22nd Oct. 2009