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公司公告

张 裕B:2009年第三季度报告(英文版)2009-10-25  

						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