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张 裕B:2010年半年度报告(英文版)2010-08-06  

						YANTAI CHANGYU PIONEER

    WINE COMPANY LIMITED

    2010 Semi-annual Report

    2010.08.072

    Important

    The Board of Directors,Board of Supervisors, directors, supervisors

    and 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.

    The 2010 Semi-annual Financial Report has not been audited.

    The chairman of the Board of Directors Mr. Sun Liqiang, the

    accounting director Mr. Leng Bin and the finance principal Mr. Jiang

    Jianxun assure the truth and integrity of the financial and

    accounting statement in this semi-annual report.

    The report is respectively written in both Chinese and English. If

    there are any discrepancies between the two versions, the Chinese

    version should prevail.3

    Contents

    1. THE BASIC INFORMATION OF THE COMPANY……………………….………………. 5

    1.1 BRIEF INTRODUCTION TO THE COMPANY………………………………………………………. 5

    1.2 THE MAIN ACCOUNTING AND FINANCIAL INFORMATION……………………..……… 5

    2. CHANGES IN SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS... 6

    2.1 THE CHANGES IN SHARE CAPITAL…………………………………………..………. ………… 6

    2.2 THE TOTAL SHAREHOLDERS AND THE TOP TEN SHAREHOLDERS AT THE

    END OF REPORT PERIOD…………………………………………………………………………

    7

    2.3 THE TOP TEN SHAREHOLDERS FOR LIMITED SHARE AND LIMITATED

    CONDITIONS......................................................... ..... .....

    8

    2.4 THE CHANGES OF THE CONTROLLING SHAREHOLDER OR ACTUAL

    CONTROLLER…………………………………………………………………………........................

    8

    3.

    INFORMATION OF THE DIRECTORS, SUPERVISORS AND SENIOR

    MANAGEMENT TEAM…………………………………….……………….. …………

    9

    3.1

    THE CHANGES ON SHARE HOLDING BY THE DIRECTORS, SUPERVISORS

    AND SENIOR MANAGEMENT TEAM…………………………….…………….…………….………

    10

    3.2

    THE APPOINTMENT INFORMATION OF THE DIRECTORS, SUPERVISORS AND

    SENIOR MANAGEMENT TEAM…………………………………….…………………………………….

    10

    4. THE BOARD OF DIRECTORS’ REPORT….………………………………………. 11

    4.1 THE ANALYSIS AND DISCUSSION ON THE BUSINESS SITUATION …………….. 11

    4.2 MAIN BUSINESS SITUATION DURING THE REPORT PERIOD………………………… 12

    4.3 INVESTMENT INFORMATION………………………………..……………………………………….. 14

    4.4 THE ADJUSTMENT FOR THE BUSINESS PLAN……………………………………………….. 15

    4.5 THE AUDIT OF THE FINANCIAL REPORT………………………………………………………… 15

    5. MATERIAL EVENTS……………………………..…………………………………….. 15

    5.1 THE CORPORATE GOVERNANCE OF THE COMPANY……… 15

    5.2 THE EXECUTION OF THE COMPANY’S PROFIT DISTRIBUTION PLAN………… 15

    5.3 THE PRELIMINARY PLAN ON PROFIT DISTRIBUTION FOR FIRST HALF OF

    2010…………………………………………………………………………………………………………………

    16

    5.4 THE MATERIAL LITIGATION AND ARBITRATION………………………………………..…… 16

    5.5 THE MATERIAL ACQUISITION , SALE AND MERGER ON ASSETS………………….. 16

    5.6 MATERIAL RELATED PARTY TRANSACTION………………………………………… 16

    5.7 MATERIAL CONTRACT AND ITS EXECUTION…………………………………………………… 17

    5.8 MATERIAL WARRANTY………………………………………………………………………………………. 17

    5.9 UNDERTAKING EVENTS OF THE COMPANY AND SHAREHOLDERS HOLDING 174

    5% OR MORE SHARES OF THE COMPANY………………………………………………………

    5.10 PUNISHMENT RECORDS…………………………………………..……………………………………… 17

    5.11 OTHER MAJOR ISSUES, THE ANALYSIS AND EXPLANATION ON RELATED

    INFLUENCE AND SOLUTIONS…………………………………………………………………………

    18

    5.12 THE PROPOSAL OR EXECUTION ON SHARE INCREASE BY SHAREHOLDERS

    HOLDING 30% OR MORE SHARES DURING REPORT PERIOD …………………

    18

    5.13 COMPENSATION FROM RELATED PARTY FOR THE PROCEEDS PROMISED BY

    THE COMPANY ON SHARE REFORM AND MAJOR MERGER ON ASSETS………

    19

    5.14 THE RECEPTION OF INVESTIGATION, VISIT AND COMMUNICATION…………… 19

    5.15 THE INDEX ON INFORMATION DISCLOSURE OF THE COMPANY …………………… 20

    5.16 OTHER MAJOR ISSUES WITH GREAT INFLUENCE TO THE COMPANY DURING

    THE REPORT PERIOD……………………………………………………………………

    20

    6. FINANCIAL REPORT………………………………………………………………….. 21

    6.1 CONSOLIDATED AND PARENT COMPANY’S BALANCE SHEET………………………… 21

    6.2 CONSOLIDATED AND PARENT COMPANY’S INCOME STATEMENT………………… 23

    6.3 CONSOLIDATED AND PARENT COMPANY’S CASH FLOW STATEMENT…………… 24

    6.4 CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY CHANGES………… 26

    6.5 STATEMENT OF EQUITY CHANGES FOR PARENT COMPANY’S

    SHAREHOLDERS …………………………………………………………………………

    29

    6.6 NOTES TO FINANCIAL REPORT……………………………………………………… 32

    7. DOCUMENTS AVAILABLE FOR INSPECTION………………………………….. 1155

    1. THE BASIC INFORMATION OF THE COMPANY

    1.1 BRIEF INTRODUCTION TO THE COMPANY

    Legal Name in Chinese 烟台张裕葡萄酿酒股份有限公司

    Legal Name in English Yantai Changyu Pioneer Wine Company Limited

    Abbreviation for the English Name Changyu

    Place of listing of the Shares Shenzhen Stock Exchange

    Abbreviation of the Shares: Changyu A, Changyu B

    Code Number of the Shares: 000869, 200869

    Registered Address: 56, Dama Road, Yantai City, Shandong Province

    Office Address: 56, Dama Road, Yantai City, Shandong Province

    Postal Code: 264000

    Web Site: http://www.changyu.com.cn

    E-Mail: webmaster@changyu.com.cn

    Legal Representative Sun Liqiang

    Secretary to the Board of

    Directors

    Authorized Representative of

    the Securities Affairs

    Name Qu Weimin Li Tingguo

    Contact Address 56, Dama Road, Yantai City,

    Shandong Province

    56, Dama Road, Yantai City,

    Shandong Province

    Telephone 0086-535-6633658 0086-535-6633656

    Fax 0086-535-6633639 0086-535-6633639

    E-Mail quwm@changyu.com.cn stock@changyu.com.cn

    The newspapers to disclose

    the Company’s information

    “China Securities News”, “Securities Times” in the PRC and “Hong

    Kong Commercial Daily” outside the PRC

    Web Site for carrying this report http://www.cninfo.com.cn

    Semi-Annual Report kept at Secretary department to the Board of Directors

    Other relative information

    The first registration date September 18, 1997

    The original place of registration the Business Administration Bureau of Shandong Province

    The registration amendment date June 23, 2006

    The registration amendment place the Business Administration Bureau of Shandong Province

    The business license number 3700001806012

    The registration number of state revenue 37060216500338-1

    The registration number of local revenue 370601267100035

    The Chinese accountant appointed by

    the Company

    Ernst & Young Hua Ming Certified Accounts Company Limited

    Office address: Ernst & Young Building, 1 East Changan Street,

    Dong Cheng District,

    1.2 THE MAIN ACCOUNTING AND FINANCIAL INFORMATION

    1.2.1 Main accountant and Financial data

    Unit: CNY

    At the end of the

    report period

    at the end of last

    year

    More or

    less (%)

    Total assets 5,310,990,020 5,364,160,798 -0.99

    Total owners’ equity (or shareholders’ equity) 2,991,164,492 3,038,226,013 -1.55

    Net assets value per share attributed to shareholders of listed

    company

    5.67 5.76 -1.56

    At the report

    period (Jan.—June)

    the same period

    of last year

    more or

    less (%)

    Business revenue 2,481,885,134 1,969,426,161 26.02

    Business profit 774,791,010 597,531,527 29.67

    Total profit

    779,242,762 605,909,928 28.61

    Net profit attributed to the shareholders of the listed company 585,674,479 455,235,291 28.65

    Net profit after irregular profit & loss 582,953,418 455,235,291 28.06

    Basic earnings per share (CNY) 1.11 0.86 29.07

    Diluted earnings per share (CNY) 1.11 0.86 29.07

    Return on shareholder’ s equity (%) 19.51 19.24 0.27

    Net cash flows from operating activities 639,706,842 715,509,702 -10.59

    Net cash flows per share from operating activities 1.21 1.36 -11.036

    1.2.2 The irregular profit and loss

    1.2.3 Differences between the PRC Accounting Standards and the

    International Accounting Standards

    During the report period, the Company had no transaction or issue with any

    difference between the PRC Accounting Standards and the International

    Accounting Standards, the net profit and the net asset was confirmed to be

    same according to the PRC Accounting Standards and the International

    Accounting Standards.

    2. CHANGES IN SHARE CAPITAL AND SUBSTANTIAL

    SHAREHOLDERS

    2.1 Changes in Share Capital

    Unit: ’0000Share

    Before this change Change After this change

    Amount Percentage Allot

    new

    share

    Distribute

    bonus

    share

    Transfer

    other

    capital to

    share

    capital

    others

    Sub

    total

    21302 Percen

    tage

    Limited Shares 23939 45.40 -2636 -2636 23939 40.40

    1.State share

    2.State legal

    person share

    3.Other domestic

    corporate share

    23939 45.40 -2636 -2636 23939 40.40

    Including:

    Domestic legal

    person share

    23939 45.40 -2636 -2636 23939 40.40

    Domestic natural

    person share

    4.Foreigner-held

    share

    Including:

    Overseas legal

    person share

    Overseas natural

    person share

    Unlimited

    Shares

    28789 54.60 +2636 +263 314259 59.60

    1.CNY common

    share

    10941 20.75 +2636 +2636 13577 25.75

    2.Foreign share

    listed in PRC

    17848 33.85 17848 33.85

    3.Foreign share

    listed overseas

    4.others

    Total shares 52728 100 52728 1007

    2.2 The total shareholders and the top 10 shareholders at the end of

    report period

    Total number at the end of report period The Company had 11,185 shareholders. There were

    6,459shareholders with A shares, and 4,726shareholders

    with B shares

    The top 10 shareholders

    Name of Shareholders The character

    Of the

    shareholders

    Percentage

    (%)

    Number of

    shares

    Number of

    limited

    shares

    Lien or

    frozen

    shares

    YANTAI CHANGYU GROUP

    COMPANY LIMITED

    A share 50.40% 265,749,120 213,021,12

    0

    0

    HTHK/CMG FSGUFP-CMG FIRST STATE

    CHINA GROWTH FD

    B share 4.17% 21,996,470 0 0

    GAO-LING FUND,L.P. B share 2.60% 13,719,554 0 0

    BBH BOS S/A FIDELITY FD - CHINA

    FOCUS FD

    B share 1.44% 7,606,147 0 0

    GOVERNMENT OF SINGAPORE INV.

    CORP.- A/C "C"

    B share 0.93% 4,882,121 0 0

    UBS (LUXEMBOURG) S.A. B share 0.85% 4,468,030 0 0

    MIRAE ASSET CHINA SOLOMON EQUITY

    INVESTMENT TRUST 1

    B share 0.75% 3,974,716 0 0

    TAIKANG LIFE CO.,LTD. A share 0.74% 3,921,441 0 0

    GF HYBRID OPTIMIZATION

    STRATEGY FOR SECURITIES

    INVESTMENT FUND

    A share 0.72%

    3,811,150

    0 0

    CHINA UNIVERSAL GROWTH

    FOCUS SECURITIES-ORIENTED

    CAPITAL FUND

    A share 0.71% 3,727,633 0 0

    The share holding of top 10 unlimited shareholders

    shareholders Number of unlimited shares Share Type

    YANTAI CHANGYU GROUP CO.,LTD. 52,728,000 A share

    HTHK/CMG FSGUFP-CMG FIRST STATE CHINA GROWTH FD 21,996,470 B share

    GAO-LING FUND,L.P. 13,719,554 B share

    BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 7,606,147 B share

    GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 4,882,121 B share

    UBS (LUXEMBOURG) S.A. 4,468,030 B share

    MIRAE ASSET CHINA SOLOMON EQUITY INVESTMENT TRUST 1 3,974,716 B share

    GF HYBRID OPTIMIZATION STRATEGY FOR SECURITIES

    INVESTMENT FUND

    3,921,441 A share

    CHINA UNIVERSAL GROWTH FOCUS SECURITIES-ORIENTED

    CAPITAL FUND 3,811,150

    A share

    GF HYBRID OPTIMIZATION STRATEGY FOR SECURITIES

    INVESTMENT FUND

    3,727,633 A share

    The explanation for the relationship and action of

    the top 10 shareholders

    Among the top 10 shareholders, Yantai Changyu Group

    Company Limited and the other 9 companies are not

    related parties. Huitianfu Balanced-Developing

    Securites-Oriented Capital Fund and Huitianfu

    Developing-Focus Securites-Oriented Capital Fund are

    controlled by same fund management company. The

    relationship of the other shareholders is not detailed

    here.8

    2.3 The top 10 shareholders for limited shares and limited

    conditions

    Unit: share

    2.4 The changes of the controlling shareholder and actual controller

    During the report period, there is no any change for the controlling

    shareholder and actual controller. The controlling shareholder is still Yantai

    Changyu Group Company Limited, and the Company is still controlled

    together by Yantai State-owned Assets Supervison and Administration

    Commission, Italy Illva Saronno Investments S.r.l, USA International Finance

    Corporation and Yantai Yuhua Investment & Development Company Limited.

    No.

    Limited

    shareholder

    Limited shares

    amount

    Date of

    listing

    Newly added

    tradable

    Shares

    Limited conditions

    1

    Yantai Changyu

    Group Company

    Limited

    213,021,120

    2011.

    03.21

    213,021,120

    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.9

    Remark: There is no single shareholder holding over 5% shares for Yantai

    Yusheng Investment & Development Co.,ltd. Mr. Reina Augusto is the director

    of the Company, while Mr. Reina Riccardo, Mr. Reina Marina and Mr. Reina

    Lodovico are all family member of Mr. Reina Augusto.

    3. INFORMATION OF THE DIRECTORS, SUPERVISORS AND

    SENIOR MANAGEMENT TEAM

    5% 25% 25% 25%

    33% 12%

    5% 55%

    10%

    50.40%

    37.78%

    15.75% 33.85%

    100%

    45%

    Changyu Group and 27 persons for middium-level of the Company

    Yantai Yusheng Investment & Development Co.,ltd.

    Yantai Yuhua Investment &

    Changyu Group and 148 commone stafff of the Comapny

    Changyu Group

    the Company

    current shareholders for A share current shareholders for B share

    IFC Illva Saronno Investment

    24% 6% 5%

    US

    A

    REINA

    AUGUSTO

    25%

    REINA

    RICCARDO

    REINA

    MARINA

    REINA

    LODOVICO

    SASAC Yantai

    5%

    J

    AP

    A

    N

    F

    R

    ANC

    E

    GE

    R

    MANY

    U.K

    .

    OT

    HE

    R

    C

    OUN

    T

    62.22%10

    3.1 The changes on share holding by the directors, supervisors and

    senior management team

    Unit: Share

    Name Post Shares hold

    at the

    beginning of

    this year

    Shares

    increased

    during report

    period

    Shares

    decreased

    during report

    period

    Shares hold

    at the end of

    this year

    Reason

    for

    change

    Sun Liqiang Chairman to the Board

    of Directors

    0 0 0 0 -

    Zhou Hongjiang Vice-chairman to the

    Board of Directors and

    general manager

    0 0 0 0 -

    Leng Bin Director, vice- general

    manager

    0 0 0 0 -

    Qu Weimin Director, Vice-general

    manager and Secretary to

    the Board of Directors

    0 0 0 0 -

    Chen Jizong Director 0 0 0 0 -

    Augusto Reina Director 0 0 0 -

    Aldino Marzorati Director 0 0 0 0 -

    Antonio

    Appignanni

    Director 0 0 0 0 -

    Jean-Paul Pinard Director 0 0 0 0 -

    Geng Zhaolin Independent director 0 0 0 0 -

    Ju Guoyu Independent director 0 0 0 0 -

    Wang Shigang Independent director 0 0 0 0 -

    Wang Zhuquan Independent director 0 0 0 0 -

    Fu Mingzhi Chairman to

    the Board of

    Supervisors

    0 0 0 0 -

    Zhang Hongxia supervisor 0 0 0 0 -

    Jiang Jinqiang supervisor 0 0 0 0 -

    Yang Ming Vice general manager 0 0 0 0 -

    Li Jiming Chief Engineer 0 0 0 0 -

    Jiang Hua Vice general manager 0 0 0 0 -

    Sun Jian Vice general manager 0 0 0 0 -

    Jiang Jianxun Finance principal 0 0 0 0 -

    3.2 The appointment information of the directors, supervisors and

    senior management team during the report period

    During the report period, approved by 2009 shareholders’ meeting, nine

    people were appointed to be the directors of 5th session of Board of Directors

    of the Company including Mr. Chen Jizong, Mr. Augusto Reina, Mr. Aldino

    Marzorati, Mr. Antonio Appignanni, Mr. Jean-Paul Pinard, Mr. Sun Liqiang, Mr.

    Zhou Hongjiang, Mr. Leng Bin and Mr. Qu Weimin, Mr. Wang Zhuquan was

    appointed to be the independent directors of 5th session of Board of Directors

    of the Company while Mr. Jiang Jinqiang will not take the post as director of

    the Company, Mr. Fu Mingzhi, Mrs. Zhang Hongxia and Mr. Jiang Jinqiang

    were appointed to be supervisors of 4th session of Board of Supervisors while

    Mr. Lian Zhendian will not take the post as supervisor. And there is no any

    other change in directors, supervisors or senior managers during report

    period.11

    4. BOARD OF DIRECTOR’S REPORT

    4.1 The analysis and discussion on the business situation

    During the report period, the Company’s main operations have consistently

    kept sustainable growth, the sales revenue of main products for wine, brandy,

    healthy liquor and sparkling wine all increased by different margins, making

    the Company’s principal sales CNY2481.89million and net profit

    CNY585.67million attributed to the Company’s shareholders, or 26.02% and

    28.65% up over the same period of last year respectively, the growth of

    middle to high quality wine was especially significant which contributed 1.81%

    more to consolidated gross profit marginso as to help the Company realized

    gross profit 71.88% . During the report period, the Company made efforts

    mostly in the following aspects.

    First of all, continually strengthen the brand and products promotion focusing

    on the Changyu AFIP and Jiebaina wine, so as to let the Company keep fast

    development on those products. During report period, the sales for Changyu

    AFIP and Jiebaina wine respectively increased 200% and 30% compared with

    same period of last year.

    Secondly, continue to enhance the market differentiating and distribution by

    category and realized rather good achievements. During report period, the

    Company continue to launch the differentiating on products, sales staff and

    distributor teams, carried out the selling by category so as to made good

    outcome, especially reversed the early disadvantage for poor increase of

    brandy, sparkling wine and healthy liquor, thus realized large increase and

    accelerated the growth on principal products for promotion.

    Thirdly, continued to strengthen the market control, strictly eliminated

    counterfeit products and hazardous transshipments in order to preserve and

    protect market order. During report period, the Company imporved the

    machnism for examining and punishment for counterfeit products and

    hazardous transshipments, enhanced the supervision system on market price,

    effectly stopped the impact to market by counterfeit products and hazardous

    transshipments, and also guaranteed the stable price system and smooth

    sales channels.

    Fourthly, stably enlarged the construction area and also imporved the

    management of vineyard bases, so as to ensure the sufficient supply on good

    quality grapes for the Company. During report period, the Company continued

    to increase the vineyard base area at Yantai, Xinjiang , Ningxia and Shaanxi,

    developed the management system on grape sorting, introduced advanced

    cultivation techniques and launched the information management for vineyard

    bases so as to realize the rather large improvement on total yield and grape

    quality.

    Fively, launched the new projects and technical innoviation so as to privide

    sound foundation for future development of the Company. Please find the

    details in section 4.3 Investment Information.12

    4.2 The Main Business Situation during the Report Period

    4.2.1 General information of operation

    Unit: CNY

    Item Amount of this year Amount of last year More or less (%)

    Principal sales 2,481,885,134 1,969,426,161 26.02

    Principal profit 774,791,010 597,531,527 29.67

    Net profit 585,674,479 455,235,291 28.65

    The reason for such change is as following:

    During report period, the Company’s principal sales increased by 26.02% over

    the same period of last year, mainly resulting from stable demand for the

    Company’s products and also sales increase, especially because of remarkable

    increase of high-end wine led by Chateau wine and Jiebaina wine, so as to

    scale up the average selling price over same period of last year. The principal

    profit increased by 29.67% over the same period of last year, mainly

    contributed by principal sales growth, and effective control on overhead

    expenses and decrease of management cost. The net profit increased by

    28.65% over the same period of last year, mainly due to the increase of

    principal profit.

    4.2.2 The Scope and Condition of Principal Business

    The Company is a light industrial manufacturer of which the principal business

    is the distilling, producing and distributing of wine, brandy, sparkling wine and

    healthy liquor, and its major products include dry red wine, dry white wine,

    XO brandy, VSOP brandy, VO brandy, VS brandy, Tzepao Sanpien Jiu, Special

    Quality Sanpien Jiu, Vermouth and sparkling wine. The Key products taking

    over 10% of the Company’s sales and profit was as following:

    Unit: CNY

    Product Principal

    sales

    Principal

    Cost

    Gross

    Profit

    Ratio(%)

    More or less

    than last year

    of the principal

    sales(%)

    More or less

    than last year

    of the principal

    cost(%)

    More or less

    than last of

    the profit

    ratio(%)

    Wine 204,276 53,153 73.98 28.74 20.32 ↑1.8

    Brandy 33,443 12,792 61.75 15.47 21.65 ↓1.9

    Total 237,719 65,945 72.26 26.69 20.57 ↑1.4

    Among which, Related

    party transaction

    378 - - 6.78 - -

    4.2.3 Explanations of significant changes in principal business and/or

    structure of the Company

    During report period, no great change occurred for the profit structure,

    principal business and its structure, profit earning capability from principal

    business.

    4.2.4 Other Business with Great Influence on Net Profit

    During report period, there was no other business with great influence on net

    profit.13

    4.2.5 Management of Major Shareholding Companies

    Unit: CNY’0000

    Company Name

    Sharing

    Ratio

    Business Scope

    Major Products or

    Services

    Registered

    Capital

    Total Assets

    Net Profit

    Yantai

    Changyu-Castle

    Wine Chateau Co.

    LTD.

    70%

    To research,

    produce and sell

    wine and

    sparkling wine

    Dry red wine, dry

    white wine and

    sparking wine of

    Changyu-Castle

    USD5

    million

    17,057 2,746

    Longfang

    Castel-Changyu Wine

    Co. LTD.

    49%

    To produce

    and sell wine

    Dry red wine,

    Dry white wine

    USD3

    million

    5,493 227

    Yantai Kylin

    Packaging Co. LTD. 50%

    To produce and

    sell packaging

    material

    Cork, aluminum

    cap, PVC capsule

    and so on.

    USD1.4

    million

    4,207 490

    Chateau Changyu

    AFIP Global 70%

    To research,

    produce and sell

    brandy and wine

    Brandy, premium

    dry red wine and

    white wine

    11,000 43,941 426

    Chateau Liaoning

    Changyu Ice Wine

    Co., Ltd.

    51%

    To produce ice

    wine

    Ice wine 2,630 8,354 97

    4.2.6 Problems and Difficulties in Operation

    During report period, in despite of rather successful operation and good

    achievements, the Company still had some problems as following:

    First, the major sales income still came from high-end wine and brandy while

    other products contributed little to the sales increase, especially for normal

    dry red wine with the biggest sales volume which had no obvious advantage

    on the price and market share compared with major competitors. In view of

    intense competition during report period, the sales volume dropped a little

    even though sales income realized small increase, which will bring lots of

    pressure for the Company to accomplish the sales target for whole year.

    Secondly, despite the continuous and fast development in some advantageous

    markets such as Zhejiang, Jiangsu, Shanghai and Shandong etc, yet in some

    weak markets such as southwest and northeast area, the Company had

    some disadvantage of poor brand influence, incomplete sales network and low

    market share, which led those markets lag behind the Company’s anticipated

    sales achivement.

    Thirdly, stable marketing staff was necessary for few markets so that the cost

    was increased for recruiting and training. Along with the continuous development

    of marketing system, the current management mode and skill should be

    developed so as to meet the market demand, and the staff talent should be

    further improved in particular.

    Facing the above problems and difficulties, the Company will set practical

    measures, try to get over those difficulties and ensure to realize all the

    budgetary targets.14

    4.3 Investment Information

    4.3.1 The Uses of the Collected Proceeds

    The Company did not make any proceeds collection from 2001 till now. And

    the proceeds from a public offering of 32 million A Shares for capital

    increase in October of 2000 were all put into projects as promised in the

    Prospectus and obtained better yield. There is no any change for projects

    invested. .

    4.3.2 Investment Situations of Non-collected Capital

    During report period, the Company totally invested self-owned capital of

    CNY179 million for six projects as following:

    1) Project of oak barrel purchasing. The budget for this project is CNY 31.83

    million, planning to import 4,493 pieces of oak barrels, in order to meet the

    company’s demand for production of high-end and medium-range wine. During

    report period, CNY33million was totally invested, the oak barrels will arrive in

    the near future and put into production during the fermantation season this

    year.

    2) Purchase of a piece of land of 60 hectares at Shihezi city in Xinjiang province

    and construction of a high-end wine production base. The budget for this project

    is CNY75 million in order to purchase a piece of land of 60 hectares at Shihezi

    city in Xinjiang province and to build a quality demonstration vineyard of 800

    mus and for fermentation capacity of 5,000 tons quality bulk wine and

    production of 500 tons high-end wine. During report period, CNY59.80million

    was invested for this project so as to finish the land purchase, part construction

    for civil work and growing of 400mus vine.

    3) Purchase of offices for sales companies.The budget for this project is

    CNY106.35 million, consisting of CNY 53 million to be input in 2010 and CNY

    53.35 million in 2011, to buy offices in 54 major cities nationwide for local sales

    company. During report period, the real estate price might face certain

    adjustment due to the regulating by the state, the Company only investigated

    the housing resources and did not buy any office for prudent investment

    purpose.

    4) Purchase of a piece of land of 110 hectares at Yantai economic and

    technological development zone. The budget for this project in 2010 is CNY 165

    million to purchase a piece of land of 110 hectares at Yantai economic and

    technological development zone in order to build Changyu Industrial Park.

    During report period, CNY1.2million was invested, the land exploriation

    procedure and scheme design is under way now.

    5) Project of expansion of production scale of Changyu-Afip Chateau Beijing.

    The Company plans to input in 2010 CNY92.5million to rent a piece of land of

    600mu around the Chateau for wine grape growing and construction of

    production facilities base. During report period, CNY15million was totally

    invested so as to finish the land rent and part vine growing.

    6) Project of construction of Xianyang Changyu Chang’an Chateau in Xianyang15

    City, Shaanxi Province. This Company plans to invest CNY 250 million to build a

    chateau comprised of grape growing, wine production and research, biological

    sightseeing, cultural exhibition, etc. in Xianyang City in the northern outskirt of

    Xi’an City. During report period, CNY70milion was invested for this project so as

    to finish the company registration, the land expropriation procedures is under

    way now.

    4.4 The Adjustment for The Business Plan

    During the report period, the Company did not make any adjustment in the

    business plan.

    4.5 The Audit of the Financial Report

    The Financial Report for first half of 2010 has not been audited.

    5. MATERIAL EVENTS

    5.1 The Administration and Rectifying Situation of The Company

    The Company has, according to relevant national laws and rules including the

    “Company Law of the People’s Republic of China”, “Securities Law of the

    People’s Republic of China” and “Guidelines on Listed Companies Internal

    Control”, established and improved its legal entity structure and legally

    conducted its activities within the scope of that structure.At present, there is

    almost no difference between the corporate governance of the Company and

    the normative documents about the governance of the listed company issued

    by China Securities Regulatory Commission, which could better meet the

    development requirement.

    5.2 The execution of the scheme on the Company’s profit

    distribution

    The scheme on profit distribution for 2009 deliberated and passed by “2009

    Shareholders’ Meeting” was as following:

    The Company’s total 527.28 million shares on Dec. 31th, 2009 were taken

    as cardinal number to distribute CNY12.00 in cash for every 10 shares to all

    the shareholders (tax included, the actual after-tax dividend distributed to

    the individual shareholders for A share, investment fund, qualified foreign

    insitution investors and the non-resident enterprises shareholders for B

    share is CNY10.80 per 10 shares). According to the Articles of Associations,

    the dividends in favor of the foreign-currency shareholders was paid in HKD

    at the middle exchange rate of RMB to HKD (1HKD = CNY0.8772) listed by

    the People’s Bank of China on the first working day after the day ( May 13th,

    2010) when the resolutions of 2009 Shareholders’ Meeting were made.

    The execution announcement of the profit distribution was made public in

    “China Securities News” and “Securities Times” on June 30th , 2010. The

    registration date of Share A ownership was July 6th, 2010 and the ex16

    dividend date was July 7th, 2010, and the last trading date of Share B was

    July 6th, 2010, the ex dividend date was July 7th, 2010 and the registration

    date of Share B ownership was July 9th, 2010. The said profit distribution

    was completed in the first ten-day period of July 2010.

    The Company did not make any plan to transfer public accumulation fund

    to share capital in 2009.

    5.3 The Preliminary Plan on Profit Distribution for first half of 2010

    According to the resolution of 2nd Meeting of the 5th Board of Directors, the

    Company did not distribute profit or convert public funds of capital to

    equivalent shares for first half of 2010.

    5.4 Material Litigation and arbitration

    The Company did not make any major lawsuit and arbitration, and had no

    major remaining lawsuit and arbitration during the report period.

    5.5 Material Acquisition, Sales or Merger on Assets

    During the report period, the company decided to subscribe in cash 0.34

    billion shares of Evergrowing Bank, the price for per share is CNY 3.00, and

    the toal amount is CNY 1.02 billion, which accounts 5% among the 6.8

    billion shares of Evergrowing Bank after the increased investments. As a

    significant purchase of assets, the project has already been deliberated and

    passed in the meeting of Board of Directors and Shareholders’ meeting of

    the company. Now it is under the approval of China’s Securities Regulatory

    Commission.

    Besides, the Company has no any acquisition and sales of assets, or any

    merger, or any remaining acquisition and sales of assets, or any merger

    during the report period, or such activities occurred in previous period and

    lasted to the report period.

    5.6 Material Related Party Transactions

    5.6.1 Products Transaction and Service Supply

    During the report period, the amount on products sales is seperately CNY

    2.087 million and CNY 1.695 million, and the amount on products purchase is

    seperately CNY1.271 million and CNY 4000.00 from the Company to the

    controlling shareholder’s subsidiary company-Yantai Changyu Tour Co.,Ltd.

    and Yantai Changyu Window of International Wine City Co. Ltd., and there is

    no service supply between the Company and any related parties.

    5.6.2 The Related Creditor’s Right and Liability

    During the report period, as per the relevant agreement made by and between the

    Company and the controlling stockholder Yantai Changyu Group Co., Ltd., the

    Company must pay service charge, patent use charge, house and site rents every

    year to the group company in addition to paying 2% of its sales revenue realized in

    the current period as trademark use fee, which resulted in an accumulated amount

    of CNY 53.647 million during the report period. Besides, there are no other related

    creditor’s right and liability.17

    5.7 Material contract and its execution

    5.7.1 Material transaction, trusting, contracting and assets leasing

    During the report period, according to the Buildings and Ground Lease, the

    Company leased buildings and ground from the controlling shareholder with

    lease fee of CNY6.383 million every year.

    Besides, during the report period, the Company had no other significant

    property trust, contract, leasing, nor any activity which occurred before and

    lasted to the report period.

    5.7.2 Material Cash Assets Management

    The Company did not entrust any others to manage the cash assets, nor

    remaining entrusting on cash assets during the report period.

    5.8 Material Warranty

    During the report period, there was no any material warranty or guarantee

    occurred before and lasted to the report period for the Company.

    5.9 Undertaking Events by the Company and Any Shareholder

    Holding 5% or More Shares of the Company

    5.9.1 The Company or the shareholders who held more than 5% (including

    5%) of the Company’s total shares didn’t make any promises that may

    generate deep impact on the Company’s operating result and financial

    condition.

    5.9.2 The controlling party Yantai Changyu Group Co., Ltd. has kept its promise

    made during the company’s reform of stock ownership, and voted for the annual

    profit distribution scheme at 2005 Shareholders meeting, 2006 shareholders

    meeting and 2007 shareholders meeting.

    5.9.3 Yantai Changyu Group Co., Ltd. released the limit condition to 26.364

    million shares of the Company on 25th March,2010, and released the limit

    condition to 26.364 million shares of the Company on 1st April,2010, 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. During the report period, Yantai Changyu Group Co.,

    Ltd. did not decrease the shares of the Company.

    5.10 Punishment Records

    During the report period, none of the Company, the Board of Directors,

    directors was checked by CSRC, or punished and criticized by CSRC, or

    punished by other administrative departments, or openly criticized by the

    Stock Exchange.18

    5.11 The Analysis and Explanation on Other Major Issues, Related

    Influence and Solutions

    5.11.1 Securities Investment

    During the report period, the company participated in new shares

    subscription and got the investment returns of CNY 429.1 thousand.

    5.11.2 Share Holding of Other Listed Company

    The Company did not hold any share of other listed company.

    5.11.3 Independent Directors’ Specific Statement and Independent

    Opinions on The Company’S Controlling Stockholder and/or Other

    Related Parties’ Occupation of Capital and on The Company’S External

    Guarantees

    According to relevant regulations of China Securities Regulatory Commission,

    we the independent directors, holding a conscientious and duty-bound attitude,

    made an investigation of the controlling stockholder and/or other related

    parties’ occupation of capital and the Company’s guarantees for any other

    party. Now, we state as follows:

    By June 30th, 2010, the capital flow between the Company and the controlling

    stockholder was entirely for operating activities and the capital was duly

    settled. Neither occupation of capital for non-operating purpose nor influence

    of the Company’s independency and illegal use of capital in any other form or

    in a disguised form was found. The Company and its subsidiaries or affiliates

    didn’t provide guarantees for any other individuals and/or units.

    We believe that the capital flow between the Company and the controlling

    stockholder was only for necessary marketing and there was no phenomenon

    of occupation of capital for non-operating purposes. Moreover, the Company

    has strictly followed relevant regulations and requirements, never provided

    guarantees to any units (including its subsidiaries) and individuals, and not

    infringed upon the interests of the company itself and its stockholders,

    especially the medium/small-sized stockholders.

    Independent director: Geng Zhaolin, Ju Guoyu,Wang Shigang, Wang

    Zhuquan

    5.12 The proposal or execution of share increase by shareholders

    holding 30% or more shares during report period

    During report period, the shareholder with 30% more shares of the Company,

    or Yantai Changyu Group Co., Ltd. did not propose or carry out any plan for

    share increasing.19

    5.13 Compensation from related party for the proceeds promised by

    the Company on share reform and major merger on assets

    It is not applicable for the Company.

    5.14 The Reception of Investigation, Visit and Communication

    Reception date Reception

    place

    Reception way Visitor Main content and

    material introduced

    January 5th 2010 Meeting room

    of the

    Company

    Field survey Morgan

    Stanley

    Principal operation,

    future development

    January 26th 2010 Meeting room

    of the

    Company

    Field survey China Galaxy

    Securities

    Principal operation,

    future development

    January 26th 2010 Meeting room

    of the

    Company

    Field survey China

    Universal

    Asset

    Management

    Principal operation,

    future development

    January 26th 2010 Meeting room

    of the

    Company

    Field survey Nomura

    Securities

    Principal operation,

    future development

    March 7th 2010 Meeting room

    of the

    Company

    Field survey IFC Principal operation,

    future development

    March 13th 2010 Meeting room

    of the

    Company

    Field survey Nomura

    International

    Principal operation,

    future development

    March 18th 2010 Meeting room

    of the

    Company

    Field survey Shanghai

    Shenergy

    Asset

    Principal operation,

    future development

    April 16th 2010 Meeting room

    of the

    Company

    Field survey Guotai Junan

    Securities

    Principal operation,

    future development

    April 25th 2010 Meeting room

    of the

    Company

    Conference

    call

    Capital

    Securities

    Principal operation,

    future development

    May 12th 2010 Meeting room

    of the

    Company

    Field survey Haitong

    Securities

    Principal operation,

    future development

    May 23rd 2010 Meeting room

    of the

    Company

    Field survey ICBC Credit

    Suisse

    Asset

    Principal operation,

    future development

    June 3rd 2010 Meeting room

    of the

    Company

    Field survey Guangfa Fund Principal operation,

    future development

    June 30th 2010 Meeting room

    of the

    Company

    Field survey AVIC

    Securities

    Principal operation,

    future development

    June 30th 2010 Meeting room

    of the

    Company

    Field survey Soochow Asset Principal operation,

    future development

    June 30th 2010 Meeting room

    of the

    Company

    Field survey Boshi Fund Principal operation,

    future development

    June 30th 2010 Meeting room

    of the

    Company

    Field survey Penghua Fund Principal operation,

    future development20

    5.15 The Index on Information Disclosure of the Company

    Announcement

    number

    Title Publication Date Publication address

    2010-Lin001 Major issues and suspension

    notice

    2010.01.08 “China Securities News”,

    “Securities Times”

    2010-Lin002 Announcement on the

    resolution of 2010 first interim

    meeting of the board of

    directors

    2010.01.20 “China Securities News”,

    “Securities Times”

    2010-Lin003 Announcement on “Jiebaina" 2010.01.20 “China Securities News”,

    “Securities Times”

    2010-Lin004 Preparatory plan on the

    purchase of significate assets

    2010.01.20 “China Securities News”,

    “Securities Times”

    2010-Lin005 Announcement on releasing the

    limited shares

    2010.03.30 “China Securities News”,

    “Securities Times”

    2010-Lin006 Announcement on the

    resolution of 2010 second

    interim meeting of the board of

    directors

    2010.04.14 “China Securities News”,

    “Securities Times”

    2010-Lin007 Notice of opening 2010 first

    interim shareholders’ meeting

    2010.04.14 “China Securities News”,

    “Securities Times”

    2010-Lin008 Announcement on the

    resolution of the 20th meeting of

    the fourth session of board of

    directors

    2010.04.16 “China Securities News”,

    “Securities Times” and

    2010-Lin009 Notice of opening 2009

    shareholders’ meeting

    2010.04.16 “China Securities News”,

    “Securities Times” and

    2010-Lin010 Announcement on the

    resolution of the 17th meeting of

    the third session of board of

    supervisors

    2010.04.16 “China Securities News”,

    “Securities Times” and

    2010-Lin011 Announcement on nomination

    of independent directors

    2010.04.16 “China Securities News”,

    “Securities Times” and

    2010-Lin012 Announcement on the related

    transaction 2010

    2010.04.16 “China Securities News”,

    “Securities Times” and

    2010-Ding001 2009 Annual report and its

    summary

    2010.04.16 “China Securities News”,

    “Securities Times” and “Hong

    Kong Commercial Daily”

    2010-Ding002 2010 First-quarter report 2010.04.26 “China Securities News”,

    “Securities Times”

    2010-Lin013 Announcement on the

    resolution of 2010 first interim

    shareholders’ meeting

    2010.05.04 “China Securities News”,

    “Securities Times”

    2010-Lin014 Announcement on the

    resolution of 2009 shareholders’

    meeting

    2010.05.13 “China Securities News”,

    “Securities Times” and

    2010-Lin015 Announcement on the

    resolution of the 1st meeting of

    the fifth session of board of

    directors

    2010.05.13 “China Securities News”,

    “Securities Times” and

    2010-Lin016 Announcement on the

    resolution of the 1st meeting of

    the fourth session of board of

    supervisors

    2010.05.13 “China Securities News”,

    “Securities Times” and

    2010-Lin017 Announcement on “Jiebaina" 2010.06.24 “China Securities News”,

    “Securities Times” and

    2010-Lin018 Announcement on the

    implementation of rights

    distribution in 2009

    2010.06.30 “China Securities News”,

    “Securities Times” and

    All above-mentioned information has also been disclosed in web site

    http://www.cninfo.com.cn

    5.16 Other Major Issues with Great Influence to the Company during

    the Report Period

    During the report period, there is no other major issues with great influence

    to the Company.21

    6. FINANCE REPORT

    6.1 Consolidated And Parent Company’S Balance Sheet (1)

    Yantai Changyu Wine Poineer Co., Ltd. Unit: CNY

    At 30 June 2010 At 31 December 2009

    Assets Note

    Consolidated

    amount

    Parent

    company

    amount

    Consolidated

    amoutn

    Parent

    company

    amount

    Current assets:

    Monetary fund 2,625,771,144 2,132,697,648 2,545,210,286 1,701,195,926

    Financial assets for trade

    Notes receivable 32,735,374 11,834,225 38,107,831 12,294,221

    Account receivable 75,491,906 10,244,534 98,022,443 13,163,722

    Advance money 41,457,252 27,633,464 31,885,027 19,918,724

    Interest receivalbe 5,928,423 5,928,423 8,969,343 8,969,343

    Dividend receivable 447,429,274

    Other account receivable 27,460,356 635,671,051 22,424,303 633,416,634

    Inventories 922,392,524 415,509,923 1,131,240,892 467,402,171

    Non-current assets due within one year

    Other current assets 765,422 1,104,453

    Total current assets 3,732,002,401 3,239,519,268 3,876,964,578 3,303,790,015

    Non-current assets:

    Financial assets for sale

    Investment held to expiration

    Long-term account receivable

    Long-term equity investment 10,000,000 335,077,178 10,000,000 229,077,178

    Real estate for investment

    fixed assets 1,074,324,621 315,886,692 996,792,865 331,281,278

    Construction in progress 92,042,627 6,731,011 109,372,318 2,234,216

    Project material 395,114

    Liquidation of fixed assets

    Biological assets for production 39,915,061 11,151,194 39,717,396 11,444,646

    Oil and gas assets

    Intangible assets 163,192,467 94,941,190 147,509,555 90,579,308

    Development expenditure

    Goodwill

    Long-term deferred expenses 106,723,335 38,956,022

    Assets of deferred income tax 87,400,709 15,057,723 139,267,274 26,315,465

    Other non-current assets 4,993,685 5,052,421 5,580,790 5,544,630

    Total non-current assets 1,578,987,619 783,897,409 1,487,196,220 696,476,721

    Total assets 5,310,990,020 4,023,416,677 5,364,160,798 4,000,266,736

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of accounting

    organ:Jiangjianxun22

    Consolidated And Parent Company’S Balance Sheet (2)

    Yantai Changyu Wine Poineer Co., Ltd. Unit: CNY

    At 30 June 2010 At 31 December 2009

    Liabilites, rights and interests of

    shareholders Note

    Consolidated

    amoutn

    Parent

    company

    amount

    Consolidated

    amoutn

    Parent

    company

    amount

    Current liabilities:

    Short-term loan 4,500,000 224,500,000 220,000,000

    Financial liabilities for trade

    Notes payable

    Accounts payable 227,188,399 142,535,480 343,079,052 232,881,603

    Advance money 310,568,658 371,221,002

    Wage payable 175,446,568 106,727,122 176,980,999 112,116,156

    Tax payable 378,502,355 76,201,492 556,959,447 115,867,141

    Interest payable 605,030 605,030

    dividend payable 488,326,000 482,736,000

    Other accounts payable 557,079,469 728,057,663 477,048,092 219,943,753

    Non-current liabilities due within one

    year

    Other current liabilities

    Total current liabilities 2,141,611,449 1,536,257,756 2,150,393,622 901,413,683

    Non-current liabilities:

    Long-term loan 6,000,000 10,500,000

    Bond payable

    Long-term accounts payable

    Special accounts payable

    Estimated liabilities

    Liabilities of deferred income tax 5,336,115 5,336,115

    Oterh non-current liabilities 23,250,000 13,350,000 23,250,000 13,350,000

    Total non-current liabilities 34,586,115 13,350,000 39,086,115 13,350,000

    Total liabilities 2,176,197,564 1,549,607,756 2,189,479,737 914,763,683

    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 1,610,719,408 1,093,363,837 1,657,780,929 1,705,057,969

    Total shareholder rights and interests of

    parent company

    2,991,164,492 2,473,808,921 3,038,226,013 3,085,503,053

    Minority shareholder rights and interests 143,627,964 136,455,048

    Total shareholder rights and interests 3,134,792,456 2,473,808,921 3,174,681,061 3,085,503,053

    Liabilites and total shareholders rights and

    interests

    5,310,990,020 4,023,416,677 5,364,160,798 4,000,266,736

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of

    accounting organ:Jiangjianxun23

    6.2 Consolidated And Parent Company’S Profit Statement

    Yantai Changyu Wine Poineer Co., Ltd. Unit: CNY

    Six months ended 30 June

    2010

    Six months ended 30 June

    2009

    Item Note

    Consolidated

    amoutn

    Parent

    company

    amount

    Consolidated

    amoutn

    Parent

    company

    amount

    Business income 2,481,885,134 746,408,137 1,969,426,161 469,406,241

    Less: business cost 697,904,404 554,127,550 589,412,209 352,370,936

    Business tax and associate charges 143,954,547 84,288,354 106,802,530 55,875,039

    Sales expenses 760,912,413 584,340,983

    Management expenses 110,222,160 75,329,206 106,461,274 56,630,246

    Financial expenses -5,470,293 -9,672,089 -15,122,362 -19,247,321

    Assets depreciation loss

    Add: fair value charge profit (loss is listed with

    "-")

    Investment profit ((loss is listed with "-") 429,107 429,107 151,717,059

    Including: investment profit for joint-run

    business and joint venture

    Operating profit 774,791,010 42,764,223 597,531,527 175,494,400

    Add: Non-operating income 5,023,942 209,453 8,424,754 669,244

    less: non-operating expenditures 572,190 5,231 46,353 20,770

    Including: non-current assets disposing loss

    Total profit 779,242,762 42,968,445 605,909,928 176,142,874

    Less: income tax expenses 186,395,367 21,926,577 149,625,473 6,878,254

    Net profit 592,847,395 21,041,868 456,284,455 169,264,620

    Net profit of parent company's owners 585,674,479 21,041,868 455,235,291 169,264,620

    Minority shareholder profit and loss 7,172,916 1,049,164

    EPS

    Basic EPS 1.11 0.87

    Diluted EPS 1.11 0.87

    Other Comprehensive Income

    Comprehensive Income 592,847,395 21,041,868 456,284,455 169,264,620

    Comprehensive Income of parent company 585,674,479 21,041,868 455,235,291 169,264,620

    Comprehensive Income of minority

    shareholders

    7,172,916 1,049,164

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of

    accounting organ:Jiangjianxun24

    6.3 Consolidated and Parent Company’s Cash Flow Statement (1)

    Yantai Changyu Wine Poineer Co., Ltd.

    Unit: CNY

    Six months ended 30 June

    2010

    Six months ended 30 June

    2009

    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 2,871,056,257 876,676,704 2,557,840,868 546,517,653

    Tax refund received 4,117,244 3,640,000

    Other cash received related to operating activities 17,298,076 506,068,946 129,209,081 469,948,185

    Subtotal of cash flows of operating activities 2,892,471,577 1,382,745,650 2,690,689,949 1,016,465,838

    Cash paid for goods and services 733,563,534 637,851,952 887,528,120 494,094,422

    Cash paid to and on behalf of employees 174,512,763 85,341,019 130,038,803 58,784,850

    Cash paid for taxes and expenses 764,530,299 176,043,602 593,407,859 110,109,459

    Other cash paid related to operating activities 580,158,139 20,391,456 364,205,465 27,879,344

    Sub-total of cash outflows of operating activities

    2,252,764,735 919,628,029 1,975,180,247 690,868,075

    Net cash flow from operating activities 639,706,842 463,117,621 715,509,702 325,597,763

    2. Cash flow from investing activities:

    Cash received from return of investment

    Fixed deposit with the term of over 3 months 64,671,946 59,671,946 202,419,840 180,419,840

    Cash received from obtaining investment profit 429,107 447,858,381 151,717,059

    Cash received from interest income 7,514,257 7,514,257 21,581,967 21,530,217

    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

    72,615,310 515,044,584 224,001,807 353,667,116

    Cash paid to acquire fixed assets, intangible assets

    and other long-term assets 189,217,153 9,221,963 159,261,663 7,217,873

    Fixed deposit with the term of over 3 months

    Cash for investment 106,000,000

    Net cash paid to acquire branch and other business

    unit

    Other cash paid related to investment activities

    Subtotal of cash outflows of investment activities 189,217,153 115,221,963 159,261,663 7,217,873

    Net cash flow from investing activites -116,601,843 399,822,621 64,740,144 346,449,243

    3.Cash flow from financing activites

    Cash received from acquiring investment

    Including: cash received from acquiring minority

    shareholders investment by branch25

    Cash received from acquiring loans

    Other cash received related to finaning activities

    Subtotal cash flows of financing activities

    Cash paid to pay debts 224,500,000 220,000,000

    Cash paid to distribute dividend, profit or pay

    interest 153,384,471 151,778,850 632,736,000 632,736,000

    Including: dividend and profit paid to minority

    shareholders by branch

    Other cash paid related to financing activities

    Subtotal of cash outflows of financing activities 377,884,471 371,778,850 632,736,000 632,736,000

    Net cash flow from financing activites -377,884,471 -371,778,850 -632,736,000 -632,736,000

    4. Influences of exchange rate fluctuation on cash

    and cash equivalents

    5. Net Increase in cash and cash equivalents 145,220,528 491,161,392 147,513,846 39,311,006

    Add: balance at the beginning of the period of

    cash and cash equivalents 1,998,681,278 1,159,666,918 792,724,722 265,694,858

    6.Balance at the end of the period of cash and cash

    equivalents 2,143,901,806 1,650,828,310 940,238,568 305,005,864

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in

    charge of accounting organ:Jiangjianxun26

    6.4 Consolidated Statement of Shareholders’ Equity Changes

    Yantai Changyu Wine Poineer Co., Ltd.

    Unit:CNY

    Item Six months ended 30 June 2010

    Shareholders' equity of parent company

    Minority

    stockholders'

    Equity

    Total

    shareholders'

    equity

    Capital stock Capital

    reserves

    Less:

    Treasury

    stock

    Surplus

    reserves

    Undistributed

    profits

    Others

    1.Banlance at the end of last year 527,280,000.00 557,222,454.00 295,942,630.00 1,657,780,929.00 136,455,048.00 3,174,681,061.00

    Plus: Accounting policies changing

    Previous error correction

    2.Banlance at the beginning of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,657,780,929.00 136,455,048.00 3,174,681,061.00

    3.Increasing or reducing amount of this year (reducing

    amount is listed with "-") -47,061,520.99 7,172,916.00 -39,888,604.99

    3.1 Net profits 585,674,479.01 7,172,916.00 592,847,395.01

    3.2 Gains and Losses directly reckoned in

    owners' equity

    3.2.1 Net changing amount of financial assets fair

    value for sale

    3.2.2 Influence of other owners' equity changing of

    invested unit under Equity Law

    3.2.3 Influence of income tax related to the reckoned

    owners' equity items

    3.2.4 Others

    Subtotal of above 3.1 and 3.2 585,674,479.01 7,172,916.00 592,847,395.01

    3.3 Owners' invested and reduced capital

    3.3.1 Owners' invested capital

    3.3.2 Amount of shares paid and reckoned in owners'

    equity

    3.3.3 Others27

    3.4 Profit distribution -632,736,000.00 -632,736,000.00

    3.4.1Drew surplus reserves

    3.4.2 Distribution to owners (or shareholders) -632,736,000.00 -632,736,000.00

    3.4.3 Others

    3.5 Internal transfer of owners' equity

    3.5.1 Capital reserves transferred and increased capital

    (or capital stock)

    3.5.2 Surpuls reserves transferred and increased

    capital (or capital stock)

    3.5.3 Surpuls reserves covering deficit

    3.5.4 Others

    4.Banlance at the end of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,610,719,408.01 143,627,964.00 3,134,792,456.01

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of accounting organ:Jiangjianxun

    Item Year 2009

    Shareholders' equity of parent company

    Minority

    stockholders'

    Equity

    Total

    shareholders'

    equity

    Capital stock Capital

    reserves

    Less:

    Treasury

    stock

    Surplus

    reserves

    Undistributed

    profits

    Others

    1.Banlance at the end of last year 527,280,000.00 557,222,454.00 295,942,630.00 1,163,188,086.00 85,394,360.00 2,629,027,530.00

    Plus: Accounting policies changing

    Previous error correction

    2.Banlance at the beginning of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,163,188,086.00 85,394,360.00 2,629,027,530.00

    3.Increasing or reducing amount of this year

    (reducing amount is listed with "-") 494,592,843.00 51,060,688.00 545,653,531.00

    3.1 Net profits 1,127,328,843.00 8,656,625.00 1,135,985,468.00

    3.2 Gains and Losses directly reckoned

    in owners' equity28

    3.2.1 Net changing amount of financial assets

    fair value for sale

    3.2.2 Influence of other owners' equity

    changing of invested unit under Equity Law

    3.2.3 Influence of income tax related to the

    reckoned owners' equity items

    3.2.4 Others

    Subtotal of above 3.1 and 3.2 1,127,328,843.00 8,656,625.00 1,135,985,468.00

    3.3 Owners' invested and reduced capital 42,404,063.00 42,404,063.00

    3.3.1 Owners' invested capital 42,404,063.00 42,404,063.00

    3.3.2 Amount of shares paid and reckoned in

    owners' equity

    3.3.3 Others

    3.4 Profit distribution -632,736,000.00 -632,736,000.00

    3.4.1Drew surplus reserves

    3.4.2 Distribution to owners (or shareholders) -632,736,000.00 -632,736,000.00

    3.4.3 Others

    3.5 Internal transfer of owners' equity

    3.5.1 Capital reserves transferred and

    increased capital (or capital stock)

    3.5.2 Surpuls reserves transferred and

    increased capital (or capital stock)

    3.5.3 Surpuls reserves covering deficit

    3.5.4 Others

    4.Banlance at the end of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,657,780,929.00 136,455,048.00 3,174,681,061.00

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of accounting organ:Jiangjianxun29

    6.5 Statement of Equity Changes for Parent Company’s Shareholders

    Yantai Changyu Wine Poineer Co., Ltd.

    Unit:CNY

    Item Six months ended 30 June 2010

    Shareholders' equity of parent company

    Minority

    stockholders'

    Equity

    Total

    shareholders'

    equity

    Capital stock Capital

    reserves

    Less:

    Treasury

    stock

    Surplus

    reserves

    Undistributed

    profits

    Others

    1.Banlance at the end of last year 527,280,000.00 557,222,454.00 295,942,630.00 1,705,057,969.00 3,085,503,053.00

    Plus: Accounting policies changing

    Previous error correction

    2.Banlance at the beginning of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,705,057,969.00 3,085,503,053.00

    3.Increasing or reducing amount of this year

    (reducing amount is listed with "-") -611,694,132.48 -611,694,132.48

    3.1 Net profits 21,041,867.52 21,041,867.52

    3.2 Gains and Losses directly reckoned in

    owners' equity

    3.2.1 Net changing amount of financial assets

    fair value for sale

    3.2.2 Influence of other owners' equity changing

    of invested unit under Equity Law

    3.2.3 Influence of income tax related to the

    reckoned owners' equity items

    3.2.4 Others

    Subtotal of above 3.1 and 3.2 21,041,867.52 21,041,867.52

    3.3 Owners' invested and reduced capital

    3.3.1 Owners' invested capital

    3.3.2 Amount of shares paid and reckoned in

    owners' equity

    3.3.3 Others30

    3.4 Profit distribution -632,736,000.00 -632,736,000.00

    3.4.1Drew surplus reserves

    3.4.2 Distribution to owners (or shareholders) -632,736,000.00 -632,736,000.00

    3.4.3 Others

    3.5 Internal transfer of owners' equity

    3.5.1 Capital reserves transferred and increased

    capital (or capital stock)

    3.5.2 Surpuls reserves transferred and increased

    capital (or capital stock)

    3.5.3 Surpuls reserves covering deficit

    3.5.4 Others

    4.Banlance at the end of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,093,363,836.52 2,473,808,920.52

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of accounting organ:Jiangjianxun

    Item Year 2009

    Shareholders' equity of parent company

    Minority

    stockholders'

    Equity

    Total

    shareholders'

    equity

    Capital stock Capital

    reserves

    Less:

    Treasury

    stock

    Surplus

    reserves

    Undistributed

    profits

    Others

    1.Banlance at the end of last year 527,280,000.00 557,222,454.00 295,942,630.00 1,128,102,212.00 2,508,547,296.00

    Plus: Accounting policies changing

    Previous error correction

    2.Banlance at the beginning of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,128,102,212.00 2,508,547,296.00

    3.Increasing or reducing amount of this year

    (reducing amount is listed with "-") 576,955,757.00 576,955,757.00

    3.1 Net profits 1,209,691,757.00 1,209,691,757.00

    3.2 Gains and Losses directly reckoned

    in owners' equity31

    3.2.1 Net changing amount of financial assets

    fair value for sale

    3.2.2 Influence of other owners' equity

    changing of invested unit under Equity Law

    3.2.3 Influence of income tax related to the

    reckoned owners' equity items

    3.2.4 Others

    Subtotal of above 3.1 and 3.2 1,209,691,757.00 1,209,691,757.00

    3.3 Owners' invested and reduced capital

    3.3.1 Owners' invested capital

    3.3.2 Amount of shares paid and reckoned in

    owners' equity

    3.3.3 Others

    3.4 Profit distribution -632,736,000.00 -632,736,000.00

    3.4.1Drew surplus reserves

    3.4.2 Distribution to owners (or shareholders) -632,736,000.00 -632,736,000.00

    3.4.3 Others

    3.5 Internal transfer of owners' equity

    3.5.1 Capital reserves transferred and

    increased capital (or capital stock)

    3.5.2 Surpuls reserves transferred and

    increased capital (or capital stock)

    3.5.3 Surpuls reserves covering deficit

    3.5.4 Others

    4.Banlance at the end of this year 527,280,000.00 557,222,454.00 295,942,630.00 1,705,057,969.00 3,085,503,053.00

    Legal representative: Sunliqiang Person in charge of accounting :Lengbin Person in charge of accounting organ:JiangjianxunYANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS

    30 June 2010

    32

    6.6 Supplementary Information

    (Unless otherwise stated, the unit of all currency listed in this annotation is CNY)

    1. 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, sparkling wine, and tonic 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 and tonic

    wine.

    Pursuant to the approval from the Government of Shandong Province (Luzheng [1997]119),

    the Company was reorganized as a joint stock limited company on 10th April 1997. On

    23rd September 1997, the Company was approved by China Securities Regulatory

    Commission (the “CSRC”) ([1997] No. 52) to issue 88,000,000 domestically listed foreign

    investment shares (“B shares”) on Shenzhen Stock Exchange. On 18th September 1997,

    the Company obtained the business license with the registered number No. 26718011-9.

    In October 2000, the Company was approved by CSRC to issue 32,000,000 domestically

    listed Shares (“A Shares”). The A shares were listed on Shenzhen Stock Exchange on 26th

    October 2000.

    Pursuant to the share reform notices issued by the Company in February 2006, Changyu

    Group Company transferred its 13,977,600 shares to the shareholders of A share of the

    Company. After the reform, percentage of equity attributable to Changyu Group Company

    decreased from 53.8% to 50.4%. At 31st July 2010, the total shares issued by the

    Company amounts to 527,280,000 shares. Please refer to No.25 of Notes 5 in detail.

    The holding company of the Group is Changyu Group Company, which was jointly

    controlled by Yantai SASAC, ILLVA Saronno Investment Italy, International Finance

    Corporation and Yantai Yuhua Investment and Development Company Limited.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    33

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES

    (1) Preparation of Financial Statements

    The financial statements are prepared in according with “Corporate Accounting Standards –

    The Principles” which was published by Ministry of Finance in February 2006, and “the 38

    specific accounting standards”, its application guide, interpretations for accounting

    standards, and other relevant regulations (collectively “CAS”).

    The financial statements are prepared on a going concern basis.

    Except for certain financial instrument, the measurement basis adopted by the group in

    preparing its financial statement is historical cost. Subsequently, if the assets are impaired,

    impairment provisions are made in accordance with the relevant accounting standards.

    (2) 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 July 2010, financial performance and cash flow in

    2010 of the Company and the Group.

    (3) Accounting Year

    The accounting year of the Group is from 1 January to 31 December

    (4) Reporting Currency

    The Group reporting and presentation currency is the Renminbi (“RMB”). Unless

    otherwise stated, the unit of the currency is Yuan.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    34

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (5) Business Combination

    A business combination is the bringing together of separate entities or businesses into one

    reporting entity, classified into the business combination under common control and business

    combination under non common control.

    Business Combination under Common Control

    A business combination involving entities or businesses under common control is a business

    combination in which all of the combining entities or businesses are ultimately controlled by the

    same party or parties both before and after the business combination, and that control is not

    transitory. The combining entity that obtains control of other combining entities or businesses is

    the acquirer, and the other entities involved are the acquirees. The combination date is when the

    acquirer effectively obtains the control of the acquirees.

    The assets and liabilities obtained by the acquirer shall be measured at carrying amount in the

    acquiree's accounts as at the date of combination. Where there is a difference between the

    carrying amount of the net assets of the acquiree and the cost of combination, capital surplus

    shall be adjusted. Where the capital surplus is not sufficient to offset the value of the net assets

    acquired, retained earnings shall be adjusted.

    Any costs directly attributable to the business combination are charged to profit and loss when

    incurred.

    Business Combination under Non-Common Control

    A business combination involving entities or businesses under non-common control is a

    business combination in which all of the combining entities or businesses are not ultimately

    controlled by the same party or parties both before and after the business combination. The

    combining entity that obtains control of other combining entities or businesses is the acquirer,

    and the other entities involved are the acquirees. The acquisition date is when the acquirer

    effectively obtains the control of the acquirees.

    For business combination under non-common control, cost of business combination is the

    aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or

    assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree

    plus any cost directly attributable to the business combination. For business combination

    impalement through more than one exchange, the cost of business combination is the sum of

    each exchange. When a business combination agreement provides for an adjustment to the cost

    of the combination contingent on future events, the acquirer shall include the amount of that

    adjustment in the cost of the combination at the acquisition date if the adjustment is probable

    and can be measured reliably.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    35

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (5) Business Combination (Continued)

    For business combination under non-common control, the assets and liabilities and contingent

    liabilities obtained by the acquirer shall be measured at fair value as at the date of combination.

    Where the cost of combination is greater than the fair value of assets and liabilities and

    contingent liabilities, the difference should be recognized as goodwill. Where the cost of

    combination is smaller than the fair value of acquiree’s assets and liabilities and contingent

    liabilities, and cost of combination should be reevaluated. Where cost of combination is still

    smaller than fair value of acquiree’s net assets, the difference should be recognized in income

    statement.

    (6) Consolidated Financial Statements

    The consolidation scope of consolidated financial statements is determined on the basis of

    control. The consolidated financial statements include the financial statements of the

    Company and its subsidiaries for the year ended 31st July 2010. The subsidiaries are entities

    that are controlled by the Company.

    The subsidiaries adopt the same accounting year and accounting policies as the Company

    adopted. All inter-company balances, transactions, income and expenses within the Group

    are eliminated in full on consolidation.

    The position of profit or loss and net assets of a subsidiary attributable to equity interests

    that are not owned, directly or indirectly through subsidiaries, by the Company refers to

    “Minority Interests”, which is presented separately in the consolidated financial statements.

    For the subsidiaries acquired through business combination under non-common control,

    their financial performance and cash flow shall be included in the consolidated financial

    statements from the combination date, as long as they are under control by the Company. In

    preparation of the consolidated financial statements, the subsidiaries’ identifiable assets,

    liabilities and contingent liabilities are adjusted by their fair value on the acquisition date.

    For the subsidiaries acquired through business combination under common control, their

    financial performance and cash flow shall be included in the consolidated financial

    statements. When preparing comparative consolidated financial statements, the

    pre-combination adjustment of the subsidiary’s financial statements is considered as it has

    existed before the business combination from the beginning of the reporting period.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    36

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (7) Cash and cash Equivalents

    Cash comprises cash on hand and demand deposit. Cash equivalents refers to short-term,

    highly liquid investments that are readily convertible into known amounts of cash and

    which are subject to an insignificant risk of changes in value.

    (8) Foreign Currency Transactions and Foreign Currencies Reporting

    For any foreign currency transactions, they are recorded in functional currency. Transactions in

    currencies other than the reporting currency are translated into the reporting currency at the

    exchange rates prevailing on the transaction dates.

    Monetary assets and liabilities denominated in foreign currencies are restated into the reporting

    currency using the rates of exchange ruling at the balance sheet date. The exchange gains or

    losses are dealt with in the income statement for the year. The exchange gains or losses arising

    from foreign currency borrowings in relation to the acquisition or construction of a fixed asset

    are accounted for according to the requirements relating to the capitalization of borrowing costs.

    Non-monetary items denominated in foreign currencies which are measured at historical cost

    are translated using the exchange rates on their transaction dates. Non-monetary foreign items

    denominated in foreign currencies which are measured at fair value are translated using the

    exchange rates on balance sheet date, and any difference is recognized in income statement or

    other comprehensive income.

    (9) Inventories

    Inventories comprise raw materials, work in progress, finished goods and transitory materials.

    The inventories are initially measured at cost. The cost of inventories comprises all costs of

    purchase, cost of conversion and other costs. When inventories are sold, the cost of sale is

    calculated on a weighted-average basis.

    Agricultural products harvested from the entity’s biological assets are measured on a

    weighted-average basis, which comprises all material, labor and other indirect expense

    incurred in producing and gathering the agricultural assets.

    Agricultural products harvested are reported in accordance with the CAS 1 Inventories.

    The Company adopts perpetual inventory system.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    37

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (9) Inventories (Continued)

    Inventories are measured at the lower of cost and net realizable value at the balance sheet

    date. If the cost of inventories is higher than the net realizable value, the impairment of

    inventories is accrued and recognized in income statement. If the factors causing any

    impairment of the inventories do not exist, where the net realizable value is higher than the

    cost, the amount of impairment is reversed and the reversed amount is recognized in the

    income statement.

    The net realizable value is estimated selling prices in ordinary course of business less the

    estimated costs of completion and the estimated costs necessary to make the sale. The inventory

    provision for raw materials is assessed by categories of inventories, where finished goods are

    assessed by items. For the homogeneous products which are produced and sold in the same

    region and are inseparable from other inventories, the inventory provision is accrued

    collectively.

    (10) Long Term Equity Investments

    Long term equity investments comprise investments in subsidiaries, joint ventures, associates

    and any investment whose fair value cannot be reliably measured, with which the Company

    cannot exert control, joint control or significant influence over the investee.

    The investment is initially measured at cost. For business combination under common control,

    the investment cost is recorded at the book value of the acquiree’s equity acquired. For business

    combination under non-common control, the investment cost is recorded at combination cost.

    Long term equity investments other than business combination, the investment cost is recorded

    at cash paid plus any direct expense, tax or other expenditures associate with the investment, or

    the fair value of the equity instruments issued, or value agreed in the investment contract,

    except for the value agreed in the investment contract is not a fair market value.

    Cost method is adopted for the investments whose fair value cannot be reliably measured, with

    which the Group does not exert control, joint control or significant influence over the investees.

    Cost method is also adopted for the investments in subsidiaries in the Company’s balance sheet.

    When cost method is adopted, the long term equity investments are measured at its initial

    investment cost, except that the initial investment cost contains declared dividend. The

    dividend declared by the investee is recorded as investment income in income statement.

    Impairment is assessed according to relevant policies.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    38

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (10) Long Term Equity Investments (Continued)

    The invested entities over which the Group has joint control or significant influence are

    measured by equity method. Joint control is the contractually agreed sharing of control over an

    economic activity, and exists only when the strategic financial and operating decisions relating

    to the activity require the unanimous consent of the parties sharing control. Significant

    influences refers to the power to participate in making decisions on the financial and operating

    of an enterprise but not to control or joint control together with other parties over the

    formulation of the policies.

    By equity method, where initial cost of investment excesses the fair value of identifiable net

    assets of investee, the difference should be recognized in initial investment cost. Where initial

    cost of investment is smaller than the fair value of identifiable net assets of investee, the

    difference should be recognized in income statement and the investment cost should be adjusted

    accordingly.

    By equity method, after investment, The Group recognizes the investment profits or losses and

    adjusts the book value of the long term equity investment based on the share of the net profits or

    losses of the investee. The share of the net profits and losses of the investee should be

    recognized at fair value of all identifiable assets in accordance with the accounting policy and

    accounting period of the Group, and the inter-company transactions between the investees and

    the Group shall be eliminated in proportion to the Group’s equity interest in the investees after

    making adjustments on the net profits of the investees’(the loss shall be recognized in full in

    case impairment is recognized from the inter-company transactions). For the investment in

    associate and joint ventures before the first time adoption of CAS, the debit balance of the

    investment differences, if any, also should be deducted from the investment income. The Group

    will reduce the book value of the long term equity investment in accordance with the share of

    profits or cash dividends declared to distribute by the invested entities.

    The net losses of the invested entity should be recognized until the book value of the long term

    equity investment and other long term rights and interests which substantially from the net

    investment made to the invested entities are reduced to zero, unless the Group has the obligation

    to assume extra losses. Where any change is made to the owner's equity other than the net

    profits and losses of the invested entity, the book value of the long term equity investment are

    adjusted and be included in the owner's equity, which will be transferred to the income

    statement according to a certain proportion upon disposal of the long term equity investment.

    When disposing of a long term equity investment, the difference between its book value and the

    proceeds is recognized in the income statement in the corresponding period.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    39

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (10) Long Term Equity Investments (Continued)

    Details for the impairment test and impairment loss recognition for the long term equity

    investments in subsidiaries, associates and joint ventures, please refer to Note 2 (18).

    Details for the impairment test and impairment loss recognition for other long term equity

    investment, which fair value not available in active market and cannot be reliably measured,

    please refer to Note 2 (17).

    (11) Biological Assets

    The biological assets of the Group are vines.

    Biological assets should be recognized when and only when:

    (i) The Group controls the asset as a result of past events,

    (ii) It is probable that future economic benefits associate with the asset will flow to the

    entity, and

    (iii) The cost of the asset can be measured reliably.

    Biological assets comprise consumptive biological assets, productive biological assets, and

    not for profit biological assets. Biological assets are initially measured at its cost.

    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:

    Category Estimated Useful

    Life

    Estimated Residual

    Rate

    Annual

    Depreciation Rate

    Vines 20 years - 5%

    Consumptive biological assets and productive biological assets are measured as at each

    balance sheet date. Where reliable evidence shows there is natural disaster, plant diseases,

    insect pests, animal disease or change of market demand that make the realizable net value

    of any consumptive biological asset or the recoverable amount of any productive biological

    asset is lower than its book value, provision or impairment should be recognized in income

    statement in according to the difference. Where the factors which cause any provision of a

    consumptive biological asset are not exist, the amount of provision are reversed limited to

    the provision which has been made. The reversed amounts are recognized in the income

    statement of the current period. Impairment on productive biological assets cannot be

    reversed.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    40

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (11) Biological Assets (Continued)

    No provision should be made for not for profit biological assets.

    The Group evaluates the useful life, expected net salvage value, and the depreciation

    method of the property, plant and equipment at the end of each year.

    Agricultural produce harvested from the entity’s biological assets are measured at its

    weighted-average book value. The book value comprises all material, labor and other

    indirect expense occurred in producing and gathering the agricultural assets. Agricultural

    produce harvested are reported in accordance with the CAS 1 Inventories.

    When biological assets are sold, lost, dead, or damaged, the carrying amount is recognized

    in the income statement after deduction of relevant taxes.

    (12) Property, Plant and Equipment

    Property, plant and equipment defines as the assets held for use in the production or supply

    of goods or services, for rental to others, or for administrative purpose, and are expected to

    be used for more than one year.

    Property, plant and equipment should be recognized as an asset if, and only if:

    (i) It is probable that future economic benefits associated with the item will flow to the

    entity; and

    (ii) The cost of the item can be measured reliably.

    Subsequent expenditure related to property, plant and equipment under the recognition

    principle could be recognized as asset in balance sheet, otherwise is recognized in income

    statement.

    Property, plant and equipments are initially measured at cost. The cost of an item of

    property, plant and equipment comprises its purchase price, including import duties and

    non-refundable purchase taxes, after deducting trade discounts and rebates; and any costs

    directly attributable to bringing the asset to the location and condition necessary for it to be

    capable of operating in the manner intended by management.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    41

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (12) Property, Plant and Equipment (Continued)

    Depreciation is calculated on a straight line basis. The estimated useful life and residual

    value rate are as follows:

    Estimated Useful

    Life

    Estimated Residual

    Rate

    Annual Depreciation

    Rate

    Buildings 30-40years 5%-40% 2%-3.2%

    Machinery 10-20years 5% 4.8%-9.5%

    Motor Vehicles 6-12years 5% 7.9%-15.8%

    A variety of depreciation rate can be used for different components of an item of property,

    plant and equipment according to its different useful lives or nature.

    The Group evaluates the useful life, expected net residual value, and the depreciation

    method of the property, plant and equipment every year, and makes adjustment where

    necessary.

    For details of the impairment test and impairment loss recognition for property, plant and

    equipment, please refer to Note 2 (18).

    (13) Construction in Progress

    Construction in progress are measured on actual construction costs, including the direct

    costs of construction, capitalized borrowing costs during the period of construction and

    other expenditures.

    Construction in progress is reclassified to the property, plant and equipment when

    completed and ready for use.

    Details for the impairment test and impairment loss recognition for construction in progress,

    please refer to Note 2 (18).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    42

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (14) Borrowing Costs

    Borrowing costs are interest and other costs incurred by the Group in connection with the

    borrowing of funds, which includes interests, amortization of discounts or premiums,

    ancillary costs, and exchange differences arising from foreign currency borrowings.

    Borrowing costs that are directly attributable to the acquisition, construction or production

    of a qualifying asset shall be capitalized as part of the cost of that asset. A qualifying asset

    is an asset that necessarily takes a substantial period of time to get ready for its intended use

    or sale.

    The capitalization of borrowing costs as part of the cost of a qualifying asset shall

    commence when:

    (i) Expenditures of the asset are being incurred;

    (ii) Borrowing costs are being incurred; and

    (iii) Activities that are necessary to prepare the asset for its intended use of sale are in

    progress.

    Capitalization of borrowing costs shall cease when all the activities necessary to prepare the

    qualifying asset for its intended use of sale are substantially complete. Any borrowing costs

    incurred after this should be recognized in income statement.

    During the capitalization period, the amount of borrowing costs eligible for capitalization

    on a qualifying asset for each accounting period shall be determined by:

    (i) The actual borrowing costs incurred on that borrowing during the period less any

    investment income on the temporary investment of those borrowing for specifically

    purpose borrowing; or

    (ii) Applying a capitalization rate to the expenditures on that asset. The capitalization

    rate shall be the weighted average of the borrowing coasts applicable to the

    borrowings of the entity for general purpose borrowing.

    When the acquisition, construction or production of a qualifying asset is abnormally

    interrupted before it necessarily takes a substantial period of time to get ready for its

    intended use or sale, and the interruption period exceed three months, the capitalization of

    borrowing coasts shall be temporally ceased. During the cessation of capitalization, the

    borrowing costs should be recognized in income statement, until the construction resume.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    43

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (15) Intangible Assets

    Intangible assets are measured initially at cost.

    The estimated useful lives are determined on the periods during which it can bring

    economic benefits to the Group. If the periods cannot be reliably determined, the intangible

    assets are classified as intangible assets with indefinite useful life.

    The useful lives of the intangible assets are as follows:

    Land Use Rights 50 years

    Software 5 years

    The land use rights obtained by purchase or payment of land lease prepayment are recorded

    as intangible assets. For self-constructed buildings, the land use rights and plants are

    recorded as intangible assets and property, plant and equipment, respectively. Purchased

    buildings are allocated between land use rights and buildings based on actual payments,

    and are totally recorded as property, plant and equipment when it is difficult to allocate.

    Intangible assets with finite lives are amortized over the useful life on the straight line basis.

    The amortization period and amortization method for an intangible asset with a finite useful life

    are reevaluated at each year end.

    Intangible assets with indefinite lives are assed for impairment every year whenever there is an

    indication that the intangible asset may be impaired. If there is evidence that the useful lives of

    the intangible assets are finite, the change in the useful life assessment from infinite to finite is

    accounted for on a prospective basis.

    For details for the impairment test and impairment loss recognition for intangible assets,

    please refer to Note 2 (18).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    44

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (16) Long Term Prepaid Expenses

    Long term prepaid expenses refer to the prepaid expenses which are amortized over 1 year.

    Long term prepaid expenses are amortized over the useful economic life on a straight line basis.

    Amortization period:

    Land Requisition Fees 50 years

    Land Leasing Fees 50 years

    Others 50 years

    (17) Financial Instruments

    Financial instruments refer to the contracts whereby the financial assets of an enterprise are

    formed, and whereby the financial liabilities or right instruments of any other entity are formed.

    Recognition and Derecognizing of Financial Instruments

    The Group recognizes the financial assets or financial liabilities as it contracted in financial

    instruments agreements.

    If a financial asset meets any of the following requirements, it is derecognized:

    (i) If the contractual rights for collecting the cash flow of the said financial asset are

    terminated; or

    (ii) Transferred the ownership of receive the cash flow form financial assets, or with the

    responsibility of transferred all cash flow received form financial assets to the third

    parties; And (a) actually transferred out all the risk and reward related to the

    financial assets, or (b) actually neither remained nor transferred out almost of the

    risk and reward of financial assets, but lost the control of the financial assets.

    A financial liability is derecognized when the obligation under the liability is discharged or

    cancelled or expires. When an existing financial liability is replaced by another from the same

    lender on substantially different terms, or the terms of an existing liability are substantially

    modified, such an exchange or modification is treated as a derecognizing of the original liability

    and a recognition of a new liability, and the difference between the respective carrying amounts

    is recognized in the income statement.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    45

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (17) Financial Instruments (Continued)

    In a regular way purchase or sale financial instrument, the financial instrument should be

    recognized or derecognized on transaction date. A regular way purchase or sale is a purchase or

    sale of a financial asset under a contract whose terms require delivery of the asset within the

    time frame established generally by regulation of convention in the marketplace concerned.

    Transaction date is the date that the Group commits to purchase or disposal a financial

    instrument.

    Classification and Measurement of Financial Assets

    Financial assets are classified when they are initially recognized, including financial assets at

    fair through profits or losses, held to maturity investments, loans and receivables and available

    for sale financial assets, and hedging instrument. Financial assets initially recognized at fair

    value. For financial assets measured at fair value through profits or losses, the transaction

    expenses thereof are directly included in the current profits or losses; for other categories of

    financial assets and financial liabilities, the transaction expenses thereof are included in the

    initial costs.

    Subsequent measurement of financial assets depends on its classification

    Financial Assets at Fair Value through Profits and Losses

    Financial assets at fair value through profit or loss include financial assets held for trading and

    financial assets designated upon initial recognition as at fair value through profit or loss.

    Financial assets are classified as held for trading if they meet any of the following requirements:

    (i) The financial assets being acquired mainly for the purpose of selling or repurchase in the

    near future; (ii) Forming a part of the identifiable combination of financial instruments, which

    are managed in a centralized way, and for which there is objective evidence that the enterprise

    will manage the combination by way of short term profit making in the near future; (iii) Being

    a derivative instrument. Theses financial assets are subsequently measured at fair value, and all

    the realized and unrealized profits and losses are included in profits and losses of the current

    year. Gains or losses on these financial assets are recognized in the income statement whenever

    they are realized or not realized. Dividend or interest associate with financial instrument which

    measured at fair value and changes recorded in income statement, should be recorded in income

    statement.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    46

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (17) Financial Instruments (Continued)

    Held to Maturity Investments

    Non derivative financial assets with fixed or determinable payments and fixed maturity are

    classified as held to maturity when the Group has the positive intention and ability to hold to

    maturity. Held to maturity investments are subsequently measured at carried amortized cost

    using the effective interest method. Gains and losses are recognized in the income statement

    when the investments are derecognized or impaired, as well as through the amortization.

    Loans and Receivables

    Loans and receivables are non-derivative financial assets with fixed or determinable payments

    that are not quoted in an active market. Such assets are subsequently carried at amortized cost

    using the effective interest method. Gains and losses are recognized in the income statement

    when the loans and receivables are derecognized or impaired, as well as through the

    amortization process.

    Available for Sale Financial Assets

    Available for sale financial assets are non-derivative financial that are initially designated as

    available for sale or are not classified into any of the other three categories. After initial

    recognition, available for sale financial assets are measured at fair value, with gains or losses

    recognized as capital surplus reserve until the investment is derecognized or until the

    investment is determined to be impaired, at which time the cumulative gain or loss previously

    reported in equity are recognized in the income statement. Amortized cost is calculated taking

    into account any discount or premium on acquisition and includes fees that are an integral part

    of the effective interest rate and transaction costs. Interest and dividends earned are recoded as

    interest income and dividend income, respectively and are recognized in the income statement.

    Available for sale financial assets which have no quoted price and fair value cannot be reliably

    measured are measured at cost.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    47

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (17) Financial Instruments (Continued)

    Classification and Measurement of Financial Liabilities

    Financial liabilities are classified into financial liabilities at fair through profits and losses, other

    financial liabilities and hedging instrument when they are initially recognized. For financial

    liabilities at fair through profits and losses, the transaction expenses thereof are directly

    included in the current profits or losses, while the transaction expenses of other financial

    liabilities are include in the initially recognized amounts.

    Subsequent measurement of financial liability depends on its classification

    Financial Liabilities at Fair Value through Profits and Losses

    Financial liabilities at fair through profits and losses include transaction financial liabilities, and

    the designated financial liabilities measured at fair value upon initial recognition, and whose

    variation is recognized in the income statement of the current year. Financial liabilities that

    meet any of the following requirements are classified as transaction financial liabilities: (i) The

    financial liability being undertaken mainly for the purpose of selling or repurchase in the near

    future; (ii) Forming a part of the identifiable combination of financial instruments, which are

    managed in a centralized way, and for which there is objective evidence that the enterprise will

    manage the combination by way of short term profit making in the near future; (iii) Being a

    derivative instrument. Theses financial liabilities are subsequently measured at fair value, and

    all the realized and unrealized profits and losses are recognized in the income statement of the

    current year.

    Other Financial Liabilities

    The financial liabilities are subsequently measured at amortized cost by adopting effective

    interest rate method.

    Fair Value of Financial Instruments

    The fair value of investments that are actively traded in organized financial markets is

    determined by reference to quoted market prices. For investments where there is no active

    market, fair value is determined using valuation techniques. Such techniques include using

    recent arm’s length market transactions; reference to the current market value of another

    instrument, which is substantially the same; a discounted cash flow analysis; option pricing

    models and other valuation models.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    48

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (17) Financial Instruments (Continued)

    Impairment of Financial Assets

    The Group assesses at each balance sheet date whether there is any objective evidence that a

    financial asset or a group of financial assets is impaired. Positive evidences refer to those

    occurred after the initial recognition, have effect on estimated future cash flows of the financial

    assets, and can be measured reliably.

    Assets Carried at Amortized Cost

    If there is objective evidence that an impairment loss on financial assets carried at amortized

    cost has been incurred, the amount of the loss is measured as the difference between the assets’

    carrying amount and 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 after taking into account of the collateral over these balances.

    The Group first assesses whether objective evidence of impairment exists individually for

    financial assets that are individually significant. If it is determined that objective evidence of

    impairment exists for an individually assessed financial asset, the impairment losses are

    recognized in the income statement of the current year. Not individually significant financial

    assets are assessed individually or collectively included in a group of financial assets with

    similar credit risk characteristics. Assets that are individually assessed for impairment and for

    which an impairment loss is or continues to be recognized are not included in a collective

    assessment of impairment.

    If, in a subsequent period, the amount of impairment loss decreases and the decrease can be

    related objectively to an event occurring after the impairment was recognized, the previously

    recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is

    recognized in the income statement, to the extent that the carrying value of asset does not

    exceed its amortized cost at the reversal date.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    49

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (17) Financial Instruments (Continued)

    Available for Sale Financial Assets

    When a decline in the fair value of an available for sale financial asset has been recognized

    directly in equity and there is objective evidence that the asset is impaired the accumulative loss

    that had been recognized directly in capital surplus are removed from equity and recognized in

    profit or loss of the current period. The amount of the cumulative loss that is removed from

    equity and recognized in the income statement is be the difference between the acquisition cost

    (net of any principal repayment and amortization) and current fair value, less any impairment

    loss on that financial asset previously recognized in the income statement.

    Impairment losses on debt instruments are reversed through the profits or losses, if the increase

    in fair value of the instrument can be objectively related to an event occurring after the

    impairment, loss was recognized in the income statement. Impairment losses on equity

    instruments classified as available for sale are not reversed through the income statement. Fair

    value increase after impairment is recognized in comprehensive income.

    Financial Assets Carried at Cost

    If there is objective evidence that the financial assets have been impaired, the amount of the

    impairment loss is measured as the difference between the carrying amount of the financial

    asset and the present value of estimated future cash flows discounted at the current market rate

    of return for a similar financial asset, and recognized in the income statement of the current year.

    Such impairment losses are not reversed.

    The impairment on long term equity investment which are measured by employing cost method

    in accordance with CAS2 Long term equity investments, have no quoted market price in an

    active market and the fair value cannot be reliably measured are recorded according to the

    aforesaid requirements.

    Transfers of Financial Assets

    If the Group has transferred substantially all the risks and rewards of the asset and waived the

    control of the asset, the asset is derecognized. If the Group has retained substantially all the

    risks and rewards of the asset, the assets are not de recognized.

    Where the Group has neither transferred nor retained substantially all the risks and rewards of

    the asset, if the Group waived the control of the assets, the financial assets are derecognized and

    the assets and liabilities are recognized accordingly; if the Group did not waive the control ofYANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    50

    the assets, the financial assets are recognized to the extent of the Group's continuing

    involvement in the asset, and the liabilities are recognized accordingly.

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (18) Impairment of Assets

    Impairments on assets other than inventories, deferred tax, financial assets and long term

    equity investments without quoted market price in active market the fair value cannot be

    reliably measured are determined according to the following methods:

    On each balance sheet date, the Group made assessment on whether or not there is any

    indication of potential asset impairment. If there is any evidence that indicates the possibility of

    asset impairment, the recoverable amount of the asset is being estimated. Independent of

    whether there are indication of potential impairment, the goodwill from an enterprise merger

    and intangible assets whose useful lives are indefinite are subjected to impairment testing each

    year. Intangible assets which are not ready to use also need perform impairment test every year.

    The recoverable amount of an asset is the higher of the asset's or cash generating unit's value in

    use and its fair value less costs to sell, and is determined for an individual asset. If it is difficult

    to determine the recoverable amount individually, the recoverable amount is determined for the

    cash generating unit to which the asset belongs. Cash generating unit is determined as the asset

    generate cash inflows that are largely independent of those from other assets or groups of assets.

    An impairment loss is recognized only if the carrying amount of an asset exceeds its

    recoverable amount. An impairment loss is charged to the income statement and provision is

    made accordingly.

    For the purpose of impairment testing, goodwill acquired in a business combination is, from the

    acquisition date, allocated to each of the Group's cash generating units, or groups of cash

    generating units, that are expected to benefit from the synergies of the combination, and not

    larger than the reportable segment determined by the Group.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    51

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (18) Impairment of Assets (continued)

    When conducting impairment testing on relevant cash generating units or groups of cash

    generating units that have related goodwill, if there is any evidence indicating that impairment

    of the cash generating units or groups of units has occurred, the Company first carries out

    impairment testing on the cash generating units or groups of units excluding goodwill,

    calculating the recoverable amount, comparing it with the corresponding carrying amount and

    recognizing any resulting impairment loss. Then impairment testing are conducted on the cash

    generating units or groups of units with goodwill included, the carrying amount of these cash

    generating units or combinations of cash generating units (including the carrying amount of the

    goodwill allocated thereto) compared to the recoverable amount; if the recoverable amount of

    said cash generating units or groups of units is below the carrying amount thereof, the

    impairment loss are first deducted from the carrying amount of the corporate assets and

    goodwill which have been allocated to the cash generating unit or group of units, and then

    deducted from the carrying amount of the remaining assets pro rata with goodwill excluded

    from consideration.

    After a loss of asset impairment has been recognized, it is not be reversed in future accounting

    periods.

    (19) Contingent Liabilities

    Contingent liabilities should be recognized when and only when:

    (i) The group has a present obligation as a result of a past event;

    (ii) It is probable that an outflow of resources embodying economic benefits will be

    required to settle the obligation; and

    (iii) A reliable evaluation can be made of the obligation.

    The contingent liabilities are measured at the best estimate of the expenditure required to

    settle the present obligation at the balance sheet date, taking into consideration of the risks,

    uncertainties and time value of money. The book value of contingent liabilities is reviewed

    at each balance sheet date. Whether there is any objective evidence indicating that the book

    value cannot reflect the best estimated amount, adjustments should be make to the book

    value.

    The acquiree’s contingent liabilities through business combination is initial recognized at fair

    value, and its subsequent measurement is recognized at the higher of estimated value and the

    initial cost less any accumulated amortization.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    52

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (20) Revenue

    Revenue is recognized when it is probable that the economic benefits will flow to the Group

    and when the revenue can be measured reliably, on the following bases:

    Revenue from the sale of goods

    When the significant risks and rewards of ownership have been transferred to the buyer,

    provided that the Group maintains neither managerial involvement to the degree usually

    associated with ownership, nor effective control over the goods sold, and cost of sales can

    be measured reliably. The amount of revenue arising on sale of goods is determined by

    agreement between the entity and the buyer or user of the asset. It is measured at the fair

    value of the consideration received or receivable.

    Rendering of service

    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 all the following conditions are satisfied:

    (i) The amount of revenue can be measured reliably;

    (ii) It is probable that the economic benefit associated with the transaction will flow to the

    entity;

    (iii) The stage of completion of the transaction at the reporting date can be measured

    reliably; and

    (iv) The costs incurred for the transaction and the costs to complete the transaction can

    be measured reliably.

    Interest income

    Interest income is measured based on the borrowing periods and actual interest rate.

    (21) Leases

    Leases that substantially transfer all the rewards and risks of ownership of assets are accounted

    for as finance leases, otherwise are accounted for as operating leases.

    As a lessee

    Rental expenses under the operating leases are charged to related costs of the assets or the

    income statement on a straight line basis over the lease period.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    53

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (22) Employee Benefits

    Employee benefits refer to all kinds of remunerations and other relevant reimbursements

    made by the Group to its employees in exchange for services of employees. During

    accounting periods wherein an employee renders services to the Group, the Group

    recognized the benefits payable as a liability. The benefits payable which will be matured

    over 1 year are discounted when it is material.

    Medical insurance, pensions, unemployment insurance, other social insurance and housing

    fund are recorded as cost of relevant assets or expenses for the relevant period.

    If an Group terminates the labor relationship with any employee prior to the expiration of

    the relevant labor contract or makes a severance package proposal with the purpose of

    enticing the employees to willingly accept such a termination, the Group recognized the

    contingent liabilities to be incurred due to severance pay, and recorded them in income

    statement of the current period.

    The treatment for the early retirement planning is on the same basis to that of the

    termination benefits. The salaries and the social insurance expenses for the periods from the

    employee’s termination of service and the normal retirement of these staffs are recognized

    as employee benefits payable when meeting the aforesaid retirement benefits recognition

    requirements, and recognized to income statement of relevant period.

    (23) Income Tax

    Income tax comprises current and deferred tax. Income tax is recognized in the income

    statement, except for goodwill arises from business combination, or transactions directly

    recorded in equity of which the related income is recorded in equity.

    The Group recognizes the income tax assets or liabilities related to current period and prior

    period by calculating the expected payable or refundable amount in accordance with the tax

    law.

    Deferred tax is provided on balances sheet approach on all temporary differences between

    tax basis and accounting basis at each balance sheet date.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

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    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (23) Income Tax (Continued)

    Deferred tax liabilities are recognized for all taxable temporary difference, except:

    (i) Where the deferred tax liability arises from goodwill or the initial recognition of an

    asset or liability in a transaction that is not a business combination and, at the time of

    the transaction, affects neither the accounting profit nor taxable profit or loss; and

    (ii) In respect of taxable temporary differences associated with interests in subsidiaries,

    associates and joint ventures, where the timing of the reversal of the temporary

    differences can be controlled and it is probable that the temporary differences will not

    reverse in the foreseeable future.

    Deferred tax assets are recognized for all deductible temporary differences, carry forward

    of unused tax credits and unused tax losses, to the extent that it is probable that taxable

    profit will be available against which the deductible temporary differences, and the carry

    forward of unused tax credits and unused tax losses can be utilized except:

    (i) Where the deferred tax asset relating to the deductible temporary differences arises from

    the initial recognition of an asset or liability in a transaction that is not a business

    combination and, at the time of the transaction, affects neither the accounting profit

    nor taxable profit or loss; and

    (ii) In respect of deductible temporary differences associated with interests in subsidiaries,

    associates and joint ventures, deferred tax assets are only recognized to the extent

    that it is probable that the temporary differences will reverse in the foreseeable future

    and taxable profit will be available against which the temporary differences can be

    utilized.

    Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to

    the period when the asset is realized or the liability is settled, based on tax rates (and tax

    laws) that have been enacted or substantively enacted at the balance sheet date.

    The carrying amount of deferred tax assets is reviewed at each balance sheet date and

    reduced to the extent that it is no longer probable that sufficient taxable profit will be

    available to allow all or part of the deferred tax asset to be utilized. At each reporting date,

    the entity re-assesses unrecognized deferred tax assets. The entity recognizes a previously

    unrecognized deferred tax asset to the extent that it has become probable that future taxable

    profit will allow the deferred tax asset to be recovered.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    55

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (24) Government Grants

    Government grants refers to monetary or non monetary assets received by an enterprise

    from the government, but excludes capital invested in the Group by the government that

    gives the government ownership rights. Government grants are recognized where there is

    reasonable assurance that the grant will be received and all attaching conditions will be

    complied with. Monetary grants are measured on the basis of the amount received or the

    amount receivable. Non monetary grants are measured based on the fair value of relevant

    assets, where fair value cannot be measure reliably, the grants are measured based on

    nominal amount. Where the grant relates to an asset, the fair value is credited to a deferred

    income account and is released to the income statement over the expected useful life of the

    relevant asset by equal annual installments. Grant which measured at nominal amount,

    should be recorded in income statement.

    (25) Significant Accounting Judgments and Accounting Estimates

    Preparing financial statements requires management make judgment and estimates, which

    could affect the amount of revenue, expense, asset, liabilities and the disclosure of

    contingent liabilities. However, those uncertainties of estimate may cause significant

    adjustment on the book value of assets and liabilities.

    Estimation Uncertainty

    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.

    Fair value of equity investment on private company

    The evaluation of equity investment is calculated by future cash flow and discount rate of

    other financial instrument with similar contract terms and risks. This requires the company

    estimate the future cash flow, credit risk, fluctuation and discount rate, and it contains

    uncertainty.

    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.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    56

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (25) Significant Accounting Judgments and Accounting Estimates (Continued)

    Depreciation

    As set out in No.2 (12), 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 property, plant and

    equipment. This estimate is based on the historical experience of the actual useful lives of

    property, plant and equipment 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 the 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 biological assets

    As set out in No. 2 (11), the Group examined the consumptive biological assets and

    productive biological assets at each balance sheet date. If any reliable evidence shows that

    the realizable net value of any consumptive biological asset or the recoverable amount of

    any productive biological asset is lower than its book value due to natural disaster, plant

    diseases and insect pests, animal disease or change of market demand, the Group, on the

    basis of the difference between the realizable net value or the recoverable amount and the

    book value, make provision for the loss on decline in value of or for the impairment of the

    biological asset and are recorded it in the profits and losses of the current period. The

    aforesaid realizable net value and recoverable amount is determined according to the CAS 1

    Inventories and CAS 8 Asset Impairment, respectively.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    57

    2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING

    ESTIMATES (CONTINUED)

    (25) Significant Accounting Judgments and Accounting Estimates (Continued)

    Impairment of non-current assets

    As set out in No.2 (22), 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 trade and other receivables

    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.

    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.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    58

    3. 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 Consumption tax of the tonic wine and part brandy is

    levied at quantity and certain tax rate of gross turnover,

    namely levied at 20% of total turnover and RMB 1000

    per ton. For all other product, consumption tax 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% on its taxable income.

    (2) Tax incentives and relative permit

    According to Cai Zhu iZi [1994] permit No.1, a subsidiary of the Company, Huanren

    Changyu Wine National Wines Sales Co., Ltd., is exempt from corporate income tax from

    2007 to 2009 under Ben Min Wei Fa [2007] permit No. 36, Liao Cai Shui [2008] permit No.

    636, and Liao Guo Shui Han [2008] Permit No. 201, respectively.

    A subsidiary of the Company, Liaoning Changyu Ice Wine Chateau Co., Ltd. which is a

    productive foreign-invested enterprise was incorporated in Huanren Manzu Autonomous

    County. In accordance with PRC Income Tax of Foreign Investment and Foreign Enterprises

    and Notice of the State Council’s Implementation of the Transitionally Preferential Policies

    (GuoFa [2007] permit No.39), the productive foreign-invested company, from the first

    profit-making year, exempts from corporate income tax in 2007 and 2008, and enjoys a

    favorable corporate income tax rate of 12.5% from 2009 to 2011.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    59

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS

    (1) Particulars of the subsidiaries

    Name Place and date

    of registration

    Legal

    representative

    Business

    nature

    Registered

    capital

    Principle

    activities

    Incorporate

    code

    Subsidiary acquired from a corporation combination: under non-common control

    Xinjiang Tianzhu Wine

    Co.,Ltd.,(Xinjiang

    Tianzhu) (a)

    11 April 2006

    Shihezi in Xinjiang

    Province,China

    Zhou

    Hongjiang

    Manufact

    oring

    RMB

    75,000,000

    Production and

    sales of wine

    787 604 261

    Subsidiaries acquired by establishment:

    Yantai Changyu Pioneer

    Vehicular Transport

    Co., Ltd. (“Vehicular

    Transportation”)

    1 December 1992

    Yantai in Shandong

    Province, China

    Zhang

    Lixian

    Transport

    ation

    RMB

    300,000

    Transportation

    service

    165 031 729

    Beijing Changyu Sales

    and Distribution Co.,

    Ltd. (“Beijing Sales”)

    14 July 1998

    Beijing, China

    Sun

    Liqiang

    Sales RMB

    500,000

    Sales of wine 634 377 029

    Yantai Kylin Packaging

    Co., Ltd. (“Kylin

    Packaging”) (b)

    29 September 1999

    Yantai in Shandong

    Province, China

    Yang

    Ming

    Manufact

    oring

    USD

    1,400,000

    Production of

    packaging

    materials

    863 052 455

    Yantai Changyu-Castel

    Wine Chateau Co., Ltd.

    (“Changyu-Castel”) (c)

    3 September 2001

    Yantai in Shandong

    Province, China

    Sun

    Liqiang

    Manufact

    oring

    USD

    5,000,000

    Production and

    sales of wine

    730 682 613

    Changyu (Jingyang)

    Pioneer Wine Co., Ltd.

    (“Jingyang Wine”)

    5 December 2001

    Jingyang in Shanxi

    Province, China

    Cai

    Jianshe

    Manufact

    oring

    RMB

    1,000,000

    Production and

    sales of wine

    732 663 643

    Yantai Changyu Pioneer

    Wine Sales Co., Ltd.

    (“Sales Company”)

    24 December 2001

    Yantai in Shandong

    Province, China

    Jiang

    Hua

    Sales RMB

    8,000,000

    Sales of wine 746 576 380

    Langfang Development

    Zone Castel-Changyu

    Wine Co., Ltd. (“Langfang

    Castel”) (d)

    1 March 2002

    Langang in Hebei

    Province, China

    Mige

    Balu

    Manufact

    oring

    USD

    3,000,000

    Production and

    sales of wine

    735 624 56X

    Changyu (Jingyang)

    Pioneer Wine Sales Co.,

    Ltd. (“Jingyang Sales”)

    8 April 2002

    Jingyang in Shanxi

    Province, China

    Zhou

    Mingqiang

    Sales RMB

    1,000,000

    Sales of wine 735 379 154YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    60

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (1) Particulars of the subsidiaries (Continued)

    Name Place and date

    of registration

    Legal

    represe-nt

    ative

    Business

    nature

    Registered

    capital

    Principle

    activities

    Incorporate

    code

    Langfang Changyu Pioneer

    Wine Sales Co.,Ltd.

    (“Langfang Sales”).

    19 April 2002

    Langfang in

    Hebei Province,

    China

    Liu

    Wanqiang

    Sales RMB

    1,000,000

    Sales of wine 737 388 150

    Shanghai Changyu Sales

    and Distribution Co.,

    Ltd.(“Shanghai Sales”)

    28 April 2004

    Shanghai, China

    Zhou

    Hongjiang

    Sales RMB

    1,000,000

    Sales of wine 749 571 075

    Beijing Changyu AFIP Wine

    Chateau Co., Ltd. (“Beijing

    Chateau”)

    27 October 2005

    Beijing, China

    Sun

    Liqiang

    Manufact

    oring

    RMB

    110,000,000

    Production and

    sales of wine

    780 953 469

    Yantai Changyu Wine Sales

    Co., Ltd.( “Wines Sales”)

    9 January 2006

    Yantai in Shandong

    Province, China

    Jiang

    Hua

    Sales RMB

    5,000,000

    Sales of wine 783 487 627

    Yantai Changyu Pioneer

    International Co.,

    Ltd.(“Pioneer

    International”)

    29 September 2005

    Yantai in Shandong

    Province, China

    Zhou

    Hongjiang

    Sales RMB

    5,000,000

    Import and

    export of wine and

    technology

    780 766 161

    Hangzhou Changyu Wine

    Sales Co., Ltd.(“Hangzhou

    Changyu”)

    14 June 2006

    Hangzhou in

    Zhejinag

    Province ,China

    Jiang

    Hua

    Sales RMB

    500,000

    Whole-sale and

    retail of packaging

    food

    788 283 631

    Ningxia Changyu

    Grape-Growing Co.,

    Ltd.(“Ningxia Growing”)

    16 November 2006

    Yinchuang in

    Ningxia, China

    Shao

    Chunsheng

    Planting RMB

    1,000,000

    Plant and

    purchase of

    grape

    788 200 410

    Huanren Changyu National

    Wines Sales Co.,

    Ltd.(“National Wines”)

    16 November 2006

    Huanren in

    Liaoning ,China

    Leng

    Bin

    Sales RMB

    2,000,000

    Sales of wine,

    healthy liquor,

    liqueur,

    non-alcohol

    beverages

    794 822 179

    Liaoning Changyu Ice Wine

    Chateau Co., Ltd.(“Ice

    Chateau”) (e)

    20 November 2006

    Benxi in Liaoning

    Province, China

    Zhou

    Hongjiang

    Manufact

    oring

    RMB

    26,300,000

    Production and

    sales of ice wine

    747 128 301

    Yantai Development Zone

    Changyu Trade Co.,

    Ltd.(“Development Zone

    Trade”)

    4 December 2006

    Yantai in Shandong

    Province, China

    Zhou

    Hongjiang

    Sales RMB

    5,000,000

    Whole-sale and

    retail of wine

    796 183 411

    Shenzhen Changyu Wine

    Marketing Ltd.(“Shenzhen

    Marketing”)

    31 July 2007

    Futian in Shenzhen

    Province, China

    Lin

    Pu

    Sales RMB

    500,000

    Whole-sale and

    retail of wine

    664 195 20XYANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    61

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (1) Particulars of the subsidiaries (Continued)

    Name

    Place and date of

    registration

    Legal

    represe-nt

    ative

    Business

    nature

    Registered

    capital

    Principle

    activities

    Incorporate

    code

    Yantai Changyu Trading

    Company (“Changyu

    Trading”)

    27 March 2007

    Yantai in Shandong

    Province, China

    Zhou

    Hongjiang

    Sales RMB

    5,000,000

    Whole-sale and

    retail of wine

    660 176 044

    Beijing AFIP Meeting

    Center (“Meeting Center”)

    9 October 2007

    Miyun in Beijing ,

    China

    Sun

    Hongbo

    Services RMB

    500,000

    Meeting service,

    foods,

    accommodation,

    tourism and sales

    of souvenir

    669 926 612

    Beijing AFIP Tourism and

    Culture Company (“AFIP

    Tourism”)

    4 June 2008

    Miyun in Beijing ,

    China

    Liu

    Shilu

    Tourism RMB

    500,000

    Tourism and

    culture

    communication,

    development of

    tourist resources,

    meeting service

    676 627 372

    Ningxia Changyu

    Pioneer Wine Co., Ltd.

    (“Ningxia Wine”)

    2 April 2008

    Yinchuang in

    Ningxia, China

    Li

    Jiming

    Manufact

    uring

    RMB

    1,000,000

    Manufacturing

    and sales of wine,

    packing material,

    plant, process and

    purchase of

    grapes

    670 408 275

    Yantai Changyu Pioneer

    Wine Research and

    Develop Co.,

    Ltd.(Research & Develop

    Co., Ltd)

    29 March 2010

    Yantai in Shandong

    Province, China

    Liqiang

    Sun

    Manufact

    uring

    RMB500,000,00

    0

    Brandy,Wine,S

    parkling Wine

    Manufacturing,

    Preparation of

    Marketing

    project

    555 235 76X

    Shihezi Changyu Wine

    Chateau Co., Ltd

    (Shihezi Wine Chateau)

    2 April 2010

    Shihezi in XinJIang

    Province, China

    Liqiang

    Sun

    Manufact

    uring

    RMB

    2,000,000

    Production and

    Sale of Wine

    (base liquor)

    552 414 949

    Xianyang Changyu

    Changan Wine Chateau

    Co., Ltd (Changan Wine

    Chateau)

    12 April 2010

    Weicheng District

    Xianyang, China

    Liqiang

    Sun

    Manufact

    uring

    RMB

    2,000,000

    Under Constru

    -ction

    552 180 142

    Changyu (Ningxia) Wine

    Chateau Co., Ltd (Ningxia

    Wine Chateau)

    26 April 2010

    Yinchuan in

    Ningxia, China

    Hongjiang

    Zhou

    Manufact

    uring

    RMB

    2,000,000

    Production and

    sale Wine,Frui

    t Jam, Packagi

    ng Material, To

    urism

    694 349 740YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    62

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (1) Particulars of the subsidiaries (Continued)

    Equity interest owned

    by the Company

    Name Paid in capital

    at 31 June 2010

    Direct

    control

    Indirect

    control

    Voting

    power

    Consolidate

    financial

    statements

    Non-controlli

    ng interest

    Subsidiary acquired in corporation combination :under non-common control

    Xinjiang Tianzhu (a) RMB

    60,000,000

    60% - 60% Yes RMB

    46,038,270

    Subsidiaries acquired by establishment:

    Vehicular Transportation RMB

    300,000

    100% - 100% Yes -

    Beijing Sales RMB

    500,000

    70% 30% 100% Yes -

    Kylin Packaging (a) RMB

    5,953,878

    50% - 62.5% Yes RMB

    24,008,886

    Changyu-Castel (b) RMB

    28,968,100

    70% - 100% Yes RMB

    12,174,645

    Jingyang Wine RMB

    1,000,000

    90% 10% 100% Yes -

    Sales Company RMB

    8,000,000

    90% 10% 100% Yes -

    Langfang Castel (c) RMB

    12,142,200

    49% - 100% Yes RMB

    12,640,000

    Jingyang Sales RMB

    1,000,000

    10% 90% 100% Yes -YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    63

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (1) Particulars of the subsidiaries (Continued)

    Equity interest owned

    by the Company

    Name Paid in capital

    at 31 December

    2009

    Direct

    control

    Indirect

    control

    Voting

    power

    Consolidate

    financial

    statements

    Non-controlli

    ng interest

    Langfang Sales RMB

    1,000,000

    10% 90% 100% Yes -

    Shanghai Sales RMB

    1,000,000

    30% 70% 100% Yes -

    Beijing Chateau RMB

    77,000,000

    70% - 70% Yes RMB

    31,104,842

    Wines Sales RMB

    5,000,000

    90% 10% 100% Yes -

    Pioneer International RMB

    5,000,000

    70% 30% 100% Yes -

    Hangzhou Changyu RMB

    500,000

    - 100% 100% Yes -

    Ningxia Growing RMB

    1,000,000

    100% - 100% Yes -

    National Wines RMB

    2,000,000

    100% - 100% Yes -

    Ice Chateau (d) RMB

    13,413,000

    51% - 100% Yes RMB

    16,959,292

    Development Zone Trade RMB

    5,000,000

    - 100% 100% Yes -

    Shenzhen Marketing RMB

    500,000

    - 100% 100% Yes -YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    64

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (1) Particulars of the subsidiaries (Continued)

    Equity interest owned

    by the Company

    Name Paid in capital

    at 31 December

    2009

    Direct

    control

    Indirect

    control

    Voting

    power

    Consolidate

    financial

    statements

    Non-controlli

    ng interest

    Changyu Trading RMB

    5,000,000

    - 100% 100% Yes -

    Meeting Center RMB

    500,000

    - 100% 100% Yes -

    AFIP Tourism RMB

    350,000

    70% - 70% Yes RMB

    702,029

    Ningxia Wine RMB

    1,000,000

    100% - 100% Yes

    Research and Develop

    Manufacturing Co., Ltd

    RMB

    100,000,000

    100% 100% Yes

    Shihezi Wine Chateau RMB

    2,000,000

    100% 100% Yes

    Changan Wine Chateau RMB

    2,000,000

    100% 100% Yes

    Ningxia Wine Chateau RMB

    2,000,000

    100% - 100% Yes -

    Note: There was no operating loss attributed to minority interest at the end of June 2010.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    65

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (1) Particulars of the subsidiaries (Continued)

    (a) Kylin Packaging is a Sino-foreign joint venture. Pursuant to the agreement, the

    Company has invested USD 700,000 (about RMB 5,794,000), accounting for 50%

    of Kylin’s equity interest. By 31st June 2010, the Company has completed the capital

    contribution by property, plant and equipment and inventories of RMB 5,953,878.

    For the Company have over half of the voting power and therefore has the power to

    control its strategic operating, investing and financing policies, the financial

    statements of Kylin Packaging are consolidated in the Group’s financial statements.

    (b) Changyu-Castel is a Sino-foreign joint venture established by the Company and a

    foreign investor. Pursuant to an operation contract signed by the Company,

    Changyu-Castel and the foreign investor, the Company is entrusted to manage

    Changyu-Castel and therefore has the full power to control its strategic operating,

    investing and financing policies.

    (c) Langfang Castel is a Sino-foreign joint venture established by the Company and a

    foreign investor. Pursuant to the agreement signed by the Company, Langfang Castel

    and the foreign investor, the Company is entrusted to manage Langfang Castel and

    therefore has the full power to control its strategic operating, investing and financing

    policies, therefore the financial statements of Langfang Castel are consolidated in the

    Group’s financial statements.

    (d) Ice Chateau is a Sino-foreign joint venture established by the Company and a foreign

    investor. Pursuant to the agreement signed by the Company, Ice Chateau and the

    foreign investor, the Company is entrusted to manage Ice Chateau and therefore has

    the full power to control its strategic operating, investing and financing policies.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    66

    4. SCOPE OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    (2) Changes in the scope of consolidated financial statement.

    Except for New establishing Research and develop manufacturing Co.,Ltd, Shihezi Wine

    Chateau,Changan Wine Chateau and Ningxia Chateau, the scope of consolidated financial

    statements was same with last year.

    (3) A subsidiary newly included in the scope of consolidation

    By 30 June 2010, a subsidiary is acquired from a business combination as follows:

    Net assets at Net Profit from Jan to June

    30 June 2010 2010

    Research and Develop manufacturing Co., Ltd 100,000,000

    Shihezi Wine Chateau 2,000,000

    Changan Wine Chateau 2,000,000

    Ningxia Wine Chateau 2,000,000

    Total 106,000,000YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    67

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    (1) Cash and Bank

    At 30 June 2010 At 31 Dec 2009

    Cash on hand 102,126 218,086

    Cash in bank 1,076,258,443 2,521,339,000

    Others 1,549,410,575 23,653,200

    2,625,771,144 2,545,210,286

    At 30 June 2010, the balance of cash and bank with its ownership restricted of the Group is

    RMB 2,462,124 (31 December 2009:RMB 2,449,848).

    At 30 June 2010, the Group has no cash and bank overseas deposit (31 December 2009:

    Nil).

    Interest income of current deposit is earned based on bank interest rates. The periods of

    short-term deposits range from 3 months to 1 year in based on the demands of the Group.

    The balance of term deposits over three months as at 30 June 2010 of the Group is RMB

    479,407,214 (31 December 2009: RMB 544,079,160) with interest rates ranging from

    1.98% to 2.25% , which will mature from 3 months to 1 year.

    (2) Bills Receivable

    At 30 June 2010 At 31 December 2009

    Bank acceptance bills 32,735,374 38,107,831

    At 30 June 2010, there was no pledged bills receivable (31 December 2009: nil), and no

    bills receivable were reclassified as accounts receivable due to the default of drawer (31

    December 2009: Nil).

    At 30 June 2010, the notes receivable endorsed to third party but not yet expired is as

    follows(31 December 2009: Nil):

    Drawer Issuing Date Maturity Date Amount

    Diaoyutai Economic 10/3/2010 10/9/2010 600,000

    Development Co., Ltd

    Chenxin Sale Department,

    ChenGuan, Huoqiu 4/1/2010 4/7/2010 209,861

    Total 809,861

    As at 30 June 2010, there was no notes receivable discounted to obtain short-term loan. (31

    December 2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    68

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (3) Trade Receivables

    The normal credit term of trade receivables is one month, which can be extended to three

    months for certain major customers. The trade receivables are interest free.

    The aged analysis is as follows:

    At 30 June 2010 At 31 Dec 2009

    Within 1 year 75,491,906 98,022,443

    Less:Provision For bad debt

    Total 75,491,906 98,022,443

    At 30 June 2010, there was no bad debt provision for trade receivables (31 December 2009:

    Nil). There was no bad debt provision made or reversed by the management until 30 June

    2010 (2009: Nil).

    At 30 June 2010 At 31 Dec 2009

    Amount % Provision % Amount % Provision %

    Individually

    significant 14,596,922 23.97 - - 47,841,785 48.8

    - -

    Others 60,894,984 76.03 - - 50,180,658 51.2 - -

    75,491,906 100.0 - - 98,022,443 100.0 - -

    At 30 June 2010, there was no trade receivable due from the Company’s shareholders with

    voting rights of 5% or above. (31 December 2009: Nil)

    At 30 June 2010, the particulars of top 5 trade receivables are as follows:

    Relationship

    with the

    group

    Amount Aging Ratio of

    total

    receivables

    %

    First Third party 5,600,027 Within 1 year 7.42

    Second Third party 5,568,057 Within 1 year 7.38

    Third Third party 3,428,838 Within 1 year 4.54

    Fourth Third party 1,578,056 Within 1 year 2.09

    Fifth Third party 1,000,000 Within 1 year 1.32

    17,174,978 22.75YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    69

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (3) Trade Receivables (Continued)

    At 31 December 2009, the particulars of top 5 trade receivables are as follows:

    Relationship

    with the

    group

    Amount Aging Ratio of

    total

    receivables

    %

    First Third party 8,396,320 Within 1 year 8.6

    Second Third party 7,573,193 Within 1 year 7.7

    Third Third party 7,191,107 Within 1 year 7.3

    Fourth Third party 6,068,277 Within 1 year 6.2

    Fifth Third party 3,790,528 Within 1 year 3.9

    33,019,425 33.7

    At 30 June 2010, there was no trade receivables due from related parties (31 December

    2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    70

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (4) Advances to Suppliers

    The aged analysis is as follows:

    At 30 June 2010 At 31 December 2009

    Balance % Balance %

    Within 1 year 41,457,252 100.0 31,885,027 100.0

    At 30 June 2010, the particulars of top 5 advances to suppliers are as follows:

    Relationship

    with the

    Group

    Amount Aging Ratio of total

    advances to

    suppliers%

    First Third party 4,853,239 Within 1 year 19.37

    Second Third party 3,501,650 Within 1 year 19.30

    Third Third party 3,000,000 Within 1 year 11.15

    Fourth Third party 3,000,000 Within 1 year 9.38

    Fifth Third party 2,917,610 Within 1 year 9.18

    17,272,499 68.37

    At 31 December 2009, the particulars of top 5 advances to suppliers are as follows:

    Relationship

    with the

    group

    Amount Aging Ratio of total

    advances to

    suppliers

    %

    First Third party 4,853,239 Within 1 year 15.2

    Second Third party 3,501,650 Within 1 year 11.0

    Third Third party 3,000,000 Within 1 year 9.4

    Fourth Third party 3,000,000 Within 1 year 9.4

    Fifth Third party 2,917,610 Within 1 year 9.2

    17,272,499 54.2

    At 30 June 2010, there were no advances paid to the shareholders with voting rights of 5%

    or above (31 December 2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    71

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (5) Interest Receivable

    Jan.-June 2010

    Opening

    balance Increase Decrease

    Closing

    balance

    Bank fixed deposits

    interest 8,969,343 4,473,337 7,514,257 5,928,423

    2009

    Opening

    balance Increase Decrease

    Closing

    balance

    Bank fixed deposits

    interest 19,176,250 21,751,738 (31,958,645) 8,969,343YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    72

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (6) Other Receivables

    The aging analysis is as follows:

    At 30June,2010 At 31 December 2009

    Balance Bad Debts

    Provision

    Balance Bad Debts

    Provision

    Amount % Amount % Amount % Amount %

    Individually

    significant 27,584,743 77.79 8,000,000 29.00 11,584,743 38.1

    8,000,000 69.1

    Others 7,875,613 22.21 18,839,560 61.9

    - -

    35,460,356 100 8,000,000 22.56 30,424,303 100.0 8,000,000 26.29

    The bad debt provision of other receivables is as follows:

    Opening Balance Accrued Decreased

    Ending

    Balance

    At 30 June

    2010 8,000,000 8,000,000

    2009 8,000,000 8,000,000

    At 30 June 2010, there were no other receivables due from shareholders with voting rights

    of 5% or above (31 December 2009: Nil).

    At 30 June 2010

    At 31 December 2009

    Balance

    Bad debt

    Provision

    Net Carrying

    Amount

    Balance Bad debt

    Provision

    Net Carrying

    Amount

    Within 1 year 23,578,840 23,578,840 18,634,887 - 18,634,887

    1 to 2 years 168,047 168,047 86,571 - 86,571

    2 to 3 years 3,249,326 3,249,326 3,238,702 - 3,238,702

    Over 3 years

    8,464,143 8,000,000 464,143 8,464,143 8,000,000 464,143

    35,460,356 8,000,000 27,460,356 30,424,303 8,000,000 22,424,303YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    73

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (6) Other Receivables (Continued)

    At 30 June 2010, the particulars of top 5 other receivables are as follows:

    Relationship

    with the

    Group

    Amount Aging Ratio of

    total other

    receivables%

    First Third party 15,000,000 Within 1 year 42.30

    Second Third party 8,464,143 Within 1 year 23.87

    Third Third party 4,120,600 Within 1 year 11.62

    Fourth Third party 1,810,000 Within 1 year 5.10

    Fifth Third party 846,762 Within 1 year 2.39

    30,241,505 85.28

    At 31 December 2009, the particulars of top 5 other receivables are as follows:

    Relationship

    with the

    Group

    Amount Aging Ratio of

    total other

    receivables%

    First Third party 3,120,600 2-3 years 13.9

    Second Third party 846,762 Within 1 year 3.8

    Third Third party 534,996 Within 1 year 2.4

    Fourth Third party 437,263 Within 1 year 2.0

    Fifth Third party 375,000 Within 1 year 1.7

    5,314,621 23.8

    At 30 June 2010, there was no other receivable due from related parties (31 December 2009:

    Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    74

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (7) Inventories

    Analysis of inventory provision is as follows:

    Jan-Jun 2010

    Opening

    Balance

    Increase Decrease

    Closing

    Balance

    Inventories 10,274,687 10,274,687

    2009

    Opening

    Balance

    Increase Decrease

    Closing

    Balance

    Inventories 8,817,146 1,457,541

    - 10,274,687

    At 30 June 2010, no ownership of inventory was restricted (31 December 2009: Nil).

    At 30 June 2010 At 31 December 2009

    Balance Provision

    Net Carrying

    Amount Balance Provision

    Net Carrying

    Amount

    Raw

    material 42,048,180 42,048,180 78,468,949 - 78,468,949

    Finished

    goods 502,410,529 10,274,687 492,135,842 493,924,195 10,274,687 483,649,508

    Inventories

    in progress 388,208,502 388,208,502 569,122,435 - 569,122,435

    932,667,211 10,274,687 922,392,524 1,141,515,579 10,274,6871,131,240,892YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    75

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (8) Long-Term Equity Investment

    Jan-Jun 2010

    Initial

    Cost

    Opening

    Balance

    Movement

    for the year

    Closing

    Balance

    Equity

    Interest

    Voting

    Power

    Provision

    % %

    Cost Method:

    Yantai Dingtao Construction

    and Development Co., Ltd.

    (“Yantai Dingtao”) 10,000,000 10,000,000 - 10,000,000 18 18 -

    10,000,000 10,000,000 - 10,000,000

    -

    2009

    Initial

    Cost

    Opening

    Balance

    Movement

    for the year

    Closing

    Balance

    Equity

    Interest

    Voting

    Power Provision

    % %

    Cost Method:

    Yantai Dingtao Construction

    and Development Co., Ltd.

    10,000,000 10,000,000 - 10,000,000 18 18 -

    10,000,000 10,000,000 - 10,000,000

    -

    At 30 June 2010 and 31 December 2009, the initial investment to Yantai Dingtao is RMB10,

    000,000, and the Group hold 18% of its equity interests.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    76

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (9) Property, Plant and Equipment

    30 June 2010 Opening

    Balance

    Increase Decrease

    Closing

    Balance

    Cost:

    Buildings 698,714,336 86,789,665 481,141 785,022,860

    Machineries and

    Equipments 737,132,083 24,053,138 2,875,196 758,310,025

    Motor Vehicles 17,488,406 1,221,411 18,709,817

    Total 1,453,334,825 112,064,214 3,356,337 1,562,042,702

    Accumulated

    depreciation:

    Buildings 108,526,523 9,196,980 197,186 117,526,317

    Machineries and

    Equipments 336,801,458 23,953,329 2,566,942 358,187,845

    Motor Vehicles 11,213,979 789,940 12,003,919

    Total 456,541,960 33,940,249 2,764,128 487,718,081

    -

    Net carrying

    amount: -

    Buildings 590,187,813 77,592,685 283,955 667,496,543

    Machineries and

    Equipments 400,330,625 99,809 308,254 400,122,180

    Motor Vehicles 6,274,427 431,471 6,705,898

    Total 996,792,865 78,123,965 592,209 1,074,324,621YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    77

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (9) Property, Plant and Equipment (Continued)

    2009 Opening

    Balance

    Increased

    for the year

    Decreased

    for the year

    Closing

    Balance

    Cost:

    Buildings 495,533,405 203,180,931 - 698,714,336

    Machineries and

    Equipments 619,780,868 117,771,847 (420,632 ) 737,132,083

    Motor Vehicles 3,080,246

    1,129,722,433 324,033,024 (420,632 ) 1,453,334,825

    Accumulated

    depreciation:

    Buildings 92,094,253 16,432,270 - 108,526,523

    Machineries and

    Equipments 299,734,197 37,436,051 (368,790 ) 336,801,458

    Motor Vehicles 9,664,848 1,549,131

    - 11,213,979

    401,493,298 55,417,452 (368,790 ) 456,541,960

    Net carrying

    amount:

    Buildings 403,439,152 186,748,661 - 590,187,813

    Machineries and

    Equipments 320,046,671 80,335,796 ( 51,842 ) 400,330,625

    Motor Vehicles 4,743,312 1,531,115

    - 6,274,427

    728,229,135 268,615,572 ( 51,842 ) 996,792,865

    Depreciation for Jan-June 2010 is RMB 33,829,734 (2008: RMB 55,417,452). The value of

    property, plant and equipment transferred from construction in progress is RMB 85,329,280

    (2009: RMB 248,443,966).

    At 30 June 2010, the book value of Property, Plant and Equipment with ownership

    restricted is RMB 1,439,022 (31 December 2009: RMB1,439,022), which is pledged to

    obtain a short-term bank loan RMB 4,500,000 and a long term bank loan BMB 10,500,000.

    Please refer to Note 5 (16) and (24) for details.

    At 30 June 2010, no property, plant and equipment are idle, held for disposal, or under

    finance or operating lease (31 December 2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    78

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (9) Property, Plant and Equipment (Continued)

    At 30 June 2010, buildings without property certificate are as follow:

    Reason for not receive

    a property certificate

    Ice Wine Chateau Office Tower waiting for completion report

    Ice Wine Chateau Packing Factory waiting for completion report

    Beijing AFIP European Town waiting for completion report

    Beijing AFIP Office Town waiting for completion report

    Beijing AFIP Main Building waiting for completion report

    Beijing AFIP Production Factory waiting for completion report

    Changsha Hunan Representative Office Processing

    Taiyuan Shanxi Representative Office Processing

    Xi’an Shaanxi Representative Office Processing

    Changchun Representative Office Processing

    Harbin Representative Office Processing

    Sales Company Office Tower Processing

    (10) Construction in Progress

    At 30 June 2010 31 December 2009

    Book Value Book Value

    Sparkling wine reconstruction project 2,234,216

    Beijing Castel Chateau Project 21,341,970 11,714,331

    Plants for Ice Wine in Liaoning 3,119,556 3,119,556

    Ningxia united workshop 2,951,985 60,394,418

    Plants for Xinjiangtianzhu 10,972,778 9,179,267

    Plants for Jingyang Wine 11,130,864 9,271,105

    Sales Company Plant 14,288,100 13,459,425

    Oak Aged Icewine 3,289,637

    Central ferment refrigeration plant 3,441,373

    Shihezi Wine Chateau 21,141,000

    Xianyang Changan Wine Chateau 365,364

    92,042,627 109,372,318YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    79

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (10) Construction in Progress (Continued)

    Jan-Jun 2010 Budget 1 January

    2010

    Addition Transferred

    to property,

    plant and

    equipment

    30 June 2010 Financed

    by

    Accumulated

    expenditure

    /budget

    %

    Sparkling Wine

    Reconstruction Project 42,000,000 2,234,216 - 2,234,216 Self-raised 129.60

    Beijing AFIP Chateau

    Project 256,250,000 11,714,331

    9,627,639

    Self-raised 21,341,970 Self-raised 136.16

    Ice Wine Chateau Workshop

    Project 24,000,000 3,119,556 3,119,556 Self-raised 102.10

    Ningxia United Workshop 162,200,000 60,394,418 25,652,631 83,095,064 2,951,985 Self-raised 61.32

    XinJiangTianZhu

    Reconstruction project 29,000,000 9,179,267 1,793,511 10,972,778 Self-raised 57.88

    Jingyang Ferment

    Workshop Reconstruction 23,540,000 9,271,105 1,859,759 11,130,864 Self-raised 47.30

    Sales Company Plant 18,381,767 13,459,425 828,675 14,288,100 Self-raised 77.71

    Oak Aged Wine 3,289,637 3,289,637 Self-raised 10.34

    Central ferment

    refrigeration plant 3,441,373

    3,441,373

    Self-raised

    98.32

    Shihezi Wine Chateau 21,141,000 21,141,000 Self-raised 28.19

    Xianyang Changan Wine

    Chateau 365,364 365,364 Self-raised 0.15

    Total

    915,701,767 109,372,318

    - 67,999,589

    85,329,280

    - 92,042,627

    7.433YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    80

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (10) Construction in Progress (Continued)

    2009 Budget 1 January

    2009

    Addition Transferred

    to property,

    plant and

    equipment

    31December

    2009

    Financed

    by

    Accumulated

    expenditure

    /budget

    %

    Sparkling Wine

    Reconstruction

    Project 42,000,000 8,263,910 -( 6,029,694 ) 2,234,216 Self-raised 129.6

    Beijing AFIP Chateau

    Project 256,250,000 98,880,689 84,275,462 (171,441,820 ) 11,714,331 Self-raised 132.4

    Ice Wine Chateau

    Workshop Project 24,000,000 1,754,791 21,292,132( 19,927,367 ) 3,119,556 Self-raised 102.1

    Ningxia United

    Workshop 162,200,000 26,079,028 47,642,850 ( 13,327,460) 60,394,418 Self-raised 45.5

    Ningxia ferment

    project 29,210,425 19,512,297 9,698,128 ( 29,210,425) - Self-raised 100.0

    XinJiangTianZhu

    Reconstruction

    project 29,000,000 - 15,004,929 ( 5,825,662) 9,179,267 Self-raised 51.7

    Jingyang Ferment

    Workshop

    Reconstruction 23,540,000 - 9,271,105 - 9,271,105 Self-raised 39.4

    Vineyard

    Reconstruction

    Project 2,681,538 - 2,681,538 (2,681,538) - Self-raised 100.0

    Sales Company Plant 18,381,767 - 13,459,425 -

    13,459,425 Self-raised 73.2

    154,490,715 203,325,569 (248,443,966) 109,372,318

    No interest capitalized from January to June 2010 (in 2009: Nil).

    At 30 June 2010, there is no provision was made for the constructions in process (31

    December 2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    81

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (11) Biological Assets

    Jan- Jun 2010 2009

    Opening Balance 39,717,396 40,675,990

    Addition Due to Self-cultivation 1,216,060 59,800

    Depreciation 1,018,395 1,018,394

    Closing Balance 39,915,061 39,717,396

    At 30June 2010, no ownership of the biological asset is restricted (31 December 2009: Nil).

    The productive biological assets are vines. The vines may suffer from scourge, plant

    diseases and insect pests, market demand and other risk factors, which lead to impairment

    on assets. The Group will adopt effective procedures to prevent plant diseases and insect

    pests, and strengthen the management of trees and soils to safeguard the biological assets.

    At 30 June 2010, there is no indication that biological assets may be impaired, and no

    provision was made (31 December 2009: Nil).

    (12) Intangible Assets

    Jan-Jun 2010 1 January 2010 Increase Decrease 30 June 2010

    Cost:

    Land Use Right 155,444,429 18,199,758

    - 173,644,187

    Software 3,480,000 3,480,000

    158,924,429 18,199,758

    - 177,124,187

    Accumulated

    Amortization

    Land Use Right 10,022,874 2,168,846

    - 12,191,720

    Software 1,392,000 348,000

    - 1,740,000

    11,414,874 2,516,846

    - 13,931,720

    Net Carrying

    Amount:

    Land Use Right 145,421,555 16,030,912

    - 161,452,467

    Software 2,088,000 (348,000)

    - 1,740,000

    147,509,555 15,682,912

    - 163,192,467YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    82

    2009 1 January 2009 Increase Decrease 31 December

    2009

    Cost:

    Land Use Right 105,515,923 49,928,506 155,444,429

    Software 3,480,000 3,480,000

    108,995,923 49,928,506 158,924,429

    Accumulated

    Amortization

    Land Use Right 6,872,997 3,149,877 10,022,874

    Software 696,000 696,000 1,392,000

    7,568,997 3,845,877 11,414,874

    Net Carrying

    Amount:

    Land Use Right 98,642,926 46,778,629 145,421,555

    Software 2,784,000 (696,000) 2,088,000

    101,426,926 46,082,629 147,509,555

    The amortization of intangible asset in first half year 2010 is RMB 2,516,846 (in 2009:

    RMB 3,845,877).

    At 30 June 2010, the amount of intangible assets with restricted ownership is RMB

    8,882,146 (31 December 2009: 8,882,146). The Group pledged the land use right to obtain a

    short-term bank loan of RMB 4,500,000 and long-term bank loan of RMB 10,500,000. By

    30 June 2010, the amortization of this land use right is RMB 41,857 (in 2009: 83,714).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    83

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (13) Long Term Prepaid Expenses

    Jan-Jun 2010 Opening

    Balance

    Increase Amortization Closing

    balance

    Land Lease Prepayments 19,029,488 68,068,400 496,561 86,601,327

    Land Acquisition Fee 17,921,630 230,320 17,691,310

    Others 2,004,904 482,925 57,131 2,430,698

    38,956,022 68,551,325 784,012 106,723,335

    2009 Opening

    Balance

    Increase Amortization Closing

    balance

    Land Lease Prepayments 19,380,988 351,500 19,029,488

    Land Acquisition Costs 18,314,837 393,207 17,921,630

    Others 2,071,607 39,088 105,791 2,004,904

    21,452,595 18,353,925 850,498 38,956,022YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    84

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (14) Deferred Tax Assets

    Deferred tax assets and liabilities are presented separately.

    Deferred tax assets and liabilities recognized:

    At 30 June 2010 31 Dec 2009

    Deferred tax assets

    Unrealized profit from intra-company transactions 64,182,500 89,817,849

    Unpaid bonus 8,048,496 30,985,074

    Retirement benefit 10,391,385 11,192,840

    Asset impairment provision 4,568,672 4,568,672

    Deductable losses 2,423,353

    Start-up costs 209,656 279,486

    87,400,709 139,267,274

    Deferred tax liabilities

    Corporate combination under non common control 5,336,115 5,336,115

    5,336,115 5,336,115

    Deductable losses of deferred tax assets and liabilities not recognized will expire at:

    At 30 June 2010 At 31 Dec 2009

    2011 8,710,674

    2012 85,340

    2013 64,997

    2014 15,482,676 19,077,494

    Total 15,482,676 27,938,505YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    85

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (15) Provision for Impairment of Assets

    Jan-Jun 2010

    Decrease Closing

    balance

    Opening

    balance

    Accrual

    Reversal Write-off

    Bad debt provision 8,000,000 - - - 8,000,000

    Inventory provision 10,274,687 - - 10,274,687

    18,274,687 -

    - 18,274,687

    2009

    Decrease Closing

    balance

    Opening

    balance

    Accrual

    Reversal Write-off

    Bad debt provision 8,000,000 - - - 8,000,000

    Inventory provision 8,817,146 1,457,541 - - 10,274,687

    16,817,146 1,457,541 -

    - 18,274,687

    (16) Short-Term Loans

    At 30 June 2010 At 31 Dec 2009

    Guaranteed Loan 4,500,000 4,500,000

    Credit Loan 220,000,000

    4,500,000 224,500,000

    At 30 June 2010, the interest rate is 5.4 % (31 December 2009: 4.78 %-5.4 %).

    At 30 June 2010, the Group has no unpaid matured short-term loan. (31 December 2009:

    Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    86

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (17) Trade Payables

    The trade payables are interest free. The Group is normally granted a credit period of not

    more than three months from its suppliers.

    At 30 June 2010 At 31 Dec 2009

    Within 1 year 227,188,399 343,079,052

    227,188,399 343,079,052

    At 30 June 2010, the Group has no outstanding balance is payable to related parties or

    shareholders who have 5% or above of voting rights (31 December 2009: Nil).

    At 30 June 2010, the Group has no significant outstanding balances aged more than one

    year (31 December 2009: Nil)..

    (18) Advances from Customers

    At 30 June 2010 At 31 Dec 2009

    Within 1 year 310,568,658 371,221,002

    310,568,658 371,221,002

    As at 30 June 2010, The Group has no outstanding balance is payable to the related parties

    or shareholders who have 5% or above of voting rights (31 December 2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    87

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (19) Employee Benefit

    At 30 June 2010

    Opening

    Balance Increase Decrease

    Closing

    Balance

    Salaries and Bonus 97,044,478 150,025,716

    147,410,938 ) 99,659,256

    Staff Benefit - 1,293,165 1,293,165 )

    Staff Welfare 2,895,754 19,774,622 19,884,640 ) 2,785,736

    Includes: Medical

    insurance 2,101,580 13,780,224 13,906,011 ) 1,975,793

    Pension 588,777 4,134,067 4,150,321 ) 572,523

    Unemployment

    Insurance 96,560 689,011 681,728 ) 103,843

    Injury Insurance 105,868 620,110 655,261 ) 70,717

    Maternity

    Insurance 2,969 551,209 491,318 ) 62,860

    Housing Fund 389,545 1,484,863 1,653,251 ) 221,157

    Union Fee and Education

    Fee 2,288,240 2,033,591 2,698,572 ) 1,623,259

    Termination benefits 44,771,363 3,205,822 ) 41,565,541

    Other Allowances 29,591,619

    )

    29,591,619

    176,980,999 174,611,957

    176,146,388 ) 175,446,568

    31 December 2009

    Opening

    Balance

    Increased for

    the year

    Decreased for

    the year

    Closing

    Balance

    Salaries and Bonus 53,230,543 278,390,877 234,576,942 97,044,478

    Staff Benefit - 8,303,237 8,303,237 -

    Staff Welfare 7,855,995 11,777,294 16,737,535 2,895,754

    Includes: Medical Insurance 4,447,021 10,009,738 12,355,179 2,101,580

    Pension 2,730,109 1,469,081 3,610,413 588,777

    Unemployment

    Insurance 555,723 193,924 653,087 96,560

    Injury Insurance 64,628 103,498 62,258 105,868

    Maternity Insurance 58,514 1,053 56,598 2,969

    Housing Fund 1,464,029 3,449,836 4,524,320 389,545

    Union Fee and Education Fee 2,839,358 1,410,718 1,961,836 2,288,240

    Termination Benefits 55,838,433 - 11,067,070 44,771,363

    Other Allowances 30,621,189

    1,466,414 2,495,984

    29,591,619

    151,849,547 304,798,376 279,666,924 176,980,999YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    88

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (19) Employee Benefits (Continued)

    At 30 June 2010, no payment of any employee benefits is delayed (December 2009: Nil).

    In 2010, the amount union fee and education fee paid is RMB 2,698,572 (in 2009: RMB:

    1,961,836), the amount of termination benefit paid is RMB 3,205,822 (in 2009: RMB

    11,067,070). No non-monetary benefit was distributed in 2010 (2009: Nil).

    (20) Taxes Payable

    At 30 June 2010 At 31 Dec 2009

    Value Added Tax 8,877,412 70,436,105

    Consumption Tax 11,160,472 41,009,401

    Business Tax 38,078 265,448

    Corporation Income Tax 359,152,940 425,211,960

    Individual Income Tax 7,577,064 6,570,739

    City DevelopmentTax (7,388,457) 6,756,307

    Others (915,154) 6,709,487

    378,502,355 556,959,447

    (21) Interest Payable

    At 30 June 2010 At 31 Dec 2009

    Interest of short-term Bank Loan 605,030

    605,030

    (22) Dividend Payable

    At 30 June 2010 At 31 Dec 2009

    Dividend Payable for Non-Common Control

    Shareholder 319,427,056

    Dividend Payable for Common Control

    Shareholder 168,898,944

    Total 488,326,000YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    89

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (23) Other Payables

    At 30 June 2010 At 31 Dec 2009

    Advertising expenses payable 248,636,311 232,011,818

    Distributors deposit payable 163,763,205 126,114,730

    Equipment and construction payable 31,582,541 34,987,670

    Royalty fee 17,235,091 17,219,809

    Supplier deposit payable 10,344,842 6,111,395

    Others 85,517,479 60,602,670

    557,079,469 477,048,092

    At 30 June 2010, the balance due to the shareholders with voting right of 5% or above is

    as follows:

    At 30 June 2010 At 31 Dec 2009

    Royalty fee payable to parent company 17,235,091 17,219,809

    17,235,091 17,219,809

    At 30 June 2010, significant outstanding balances aged over than one year are as follows:

    Amount payable Reasons for

    outstanding

    Deposits from suppliers 110,324,356 Deposits

    Deposits from distributors 3,802,880 Deposits

    114,127,236

    There was no repayment of the above balances after the balance sheet date.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    90

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (24) At 31 May 2009, the group obtained a loan (RMB 15,,000,000) From China Development

    Bank (Xinjiang Branch) by pledging a land use right with book value of RMB 8,882,146,

    and a building with book value of RMB 1,439,022. Meanwhile, a guarantee of

    RMB8,000,000 was provided by Shihezi Fort Farm, a minority interest holder of a

    subsidiary, among RMB 4,500,000 paid back at 31 May 2010, RMB 4,500,000 will be pay

    back at 25 May 2011, and the rest loan 6,000,000 will be paid off at 25 May 2012 with the

    interest rate 5.4%

    At 30 June 2010, no matured long-term loan has outstanding balance.

    (25) Other Long-Term Liabilities

    At 30 June 2010 At 31 Dec 2009

    Employee Benefit 23,250,000 23,250,000

    The other long-term liability represented bonus accrued for management based on

    performance of 2009. According to the bonus payment schedule, the bonus is expected to

    be paid off in 2011.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    91

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (26) Share Capital

    At 30 June 2010 At 31 Dec 2009

    Restricted Shares

    State owned shares - -

    State owned shares held through legal

    persons - -

    Shares held by domestic investors - -

    Including: - -

    Shares held by non-state owned legal

    persons 213,021,120 239,385,120

    Domestic individuals -

    Shares held by foreign investors -

    Including: -

    Shares held by foreign legal persons -

    Shares held by foreign individuasl

    -

    Total of Restricted Shares 213,021,120 239,385,120

    Unrestricted Shares

    A Shares 135,774,600 109,430,880

    B Shares 178,484,280 178,464,000

    Shares listed in overseas markets -

    Others

    -

    Total of Unrestricted Shares 314,258,880 287,894,880

    Total shares 527,280,000 527,280,000

    Changyu Group Company as a shareholder has been relieved for restriction, with

    26,364,000 shares account for 5% of total shares issued. The relieved shares can be traded

    sine 1 April 2010 (Jan-Jun 2009: 26,364,000 shares).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    92

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (27) Capital Reserve

    By 30 June 2010

    Opening Balance Increased Decreased Closing Balance

    Share Premium 557,222,454 557,222,454

    2009

    Opening Balance Increased Decreased Closing Balance

    Share Premium 557,222,454 -

    - 557,222,454

    (28) Surplus Reserve

    By 30 June 2010

    Opening Balance Increased Decreased Closing Balance

    Statutory surplus reserve 295,942,630 295,942,630

    2009

    Opening Balance Increased Decreased Closing Balance

    Statutory surplus reserve 295,942,630 295,942,630

    In accordance with the Company Law of the PRC and the Company’s articles of association,

    the Company is required to appropriate 10% of the net profit reported in the statutory

    accounts to the statutory surplus reserve fund (“SRF”) until the balance of SRF reaches 50%

    of the Company’s share capital.

    After fully appropriate SRF, the company is free to appropriate discretionary surplus reserve

    fund, which can be used to offset prior years’ losses, expend company’s operating scope or

    transfer to shares.

    Since 31 December 2006, the statutory surplus reserve fund has reached 50% of the issued

    capital. The board of directors approved that no appropriation of surplus reserve should be

    appropriated since 2007.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    93

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (29) Retained Profits

    At 30 June 2010 At 31 Dec 2009

    Ending balance of the prior year 1,657,780,929 1,163,188,086

    Add: net profits for the year 585,674,479 1,127,328,843

    Less: Final dividends 632,736,000) ( 632,736,000)

    Ending balance of retained profits 1,610,719,408 1,657,780,929

    Pursuant to the meeting of board of directors held on 14 April 2010, the proposed cash

    dividend for 2009 is RMB1.20 per share (based on the total 527,280,000 shares),

    amounting to a total cash dividend of RMB632,736,000.

    (30) The Interest of Minority shareholder:

    At 30 June 2010 At 31 Dec 2009

    Xinjiang TianZhu 46,038,270 42,973,732

    Kylin Packaging 24,008,886 22,874,284

    Changyu Wine Chateau 12,174,645 12,174,645

    Langfang Castel 12,640,000 12,640,000

    Beijing Wine Chateau 31,104,842 28,256,916

    Ice Wine Chateau 16,959,292 16,959,292

    AFIP Tourism 702,029 576,179

    Total 143,627,964 136,455,048

    (31) Revenue and Cost of Sales

    Operating Income is as follows:

    At 30 June 2010 At 30 June 2009

    Income from principal operations 2,474,442,243 1,965,440,939

    Other operating income 7,442,891 3,985,222

    2,481,885,134 1,969,426,161

    At 30 June 2010 At 30 June 2009

    Cost from principal operations 695,022,637 585,855,716

    Other operating cost 2,881,767 3,556,493

    697,904,404 589,412,209YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    94

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (31) Revenue and Cost of Sales (Continued)

    By 30 June 2010, top 5 customers of operating income are as follows:

    Amount Percentage of

    total revenue

    %

    First 15,580,071 0.63

    Second 13,096,091 0.53

    Third 13,039,167 0.53

    Fourth 12,813,415 0.52

    Fifth 12,391,493 0.50

    66,920,237 2.70

    By 30 June 2009, top 5 customers of operating income are as follows:

    Amount

    Percentage of

    total revenue

    %

    First 19,849,108 1.01

    Second 18,190,098 0.92

    Third 17,252,645 0.88

    Fourth 16,441,761 0.83

    Fifth 12,979,645 0.66

    84,713,257 4.30

    Revenue details are as follows:

    At 30 June 2010 At 30 June 2009

    Sales of goods 2,474,442,243 1,965,440,939

    Rendering services 7,442,891 3,985,222

    2,481,885,134 1,969,426,161YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    95

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (32) Taxes and Surcharges

    At 30 June 2010 At 30 June 2009

    Consumption tax 103,452,256 73,077,383

    Business Tax 1,430,805 24,718

    City construction tax 24,877,924 21,446,482

    Education surcharges 14,193,562 12,253,947

    Total 143,954,547 106,802,530

    (33) Finance Income

    At 30 June 2010 At 30 June 2009

    Interest income 10,834,926 17,563,777

    Less: interest cost 6,182,749

    bank charges 337,877 2,441,415

    Gains or Loss on Exchange 1,155,993

    Total 5,470,293 15,122,362YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    96

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (34) Investment Income

    At 30 June 2010 At 30 June 2009

    Gain on disposal of trading financial assets 429,107

    Total 429,107

    By 30 June 2010, no restriction on collect profit from the investment.

    (35) Non-Operation Income

    At 30 June 2010 At 30 June 2009

    Gains on disposal of non-current assets 64,128

    Including: disposal of plant property and

    equipments 64,128

    Government Grant 4,507,854 500,000

    Penalty 19,094

    Others

    516,088

    7,841,532

    5,023,942 8,424,754

    Detail of government grant is as follows:

    At 30 June 2010 At 30 June 2009

    Funding to support major projects

    Special funds for SME development

    Tax return 4,117,244

    Others 390,610 500,000

    4,507,854 500,000YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    97

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (36) Non-Operation Expenses

    At 30 June 2010 At 30 June 2009

    Loss on disposal of non-current assets 283,954

    Including: loss on disposal of property plant

    and equipments 283,954

    Donation 212,431

    Others 75,805

    46,353

    572,190 46,353

    (37) Income Tax

    At 30 June 2010 At 30 June 2009

    Current income tax 134,528,802 119,283,897

    Deferred income tax 51,866,565 30,341,576 )

    186,395,367 149,625,473YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    98

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (38) Earnings per Share

    Basic Earning per Share is the profit of a company made divide the Weighted Average

    Number of Ordinary shares issued.

    At 30 June 2010 At 30 June 2009

    Earnings

    Earnings per share attributable to ordinary

    shareholders 585,674,479 455,235,291

    Shares

    Weighted average number of ordinary shares issued 527,280,000 527,280,000

    Basic earnings per share 1.11 0.86

    Diluted earnings per share 1.11 0.86

    The company does not have dilutive potential ordinary shares.

    After balance sheet date to the reporting date, no subsequent events took place which

    affects the number of the issued ordinary shares or potential ordinary shares.

    (39) Notes to Subjects in Cash flow statement

    Other cash received related to operation:

    At 30 June 2010 At 30 June 2009

    Government Grant 390,610 500,000

    Dealers deposit 12,797,190 37,648,474

    Others 4,110,276 91,060,607

    17,298,076 129,209,081

    Other cash paid related to operation:

    At 30 June 2010 At 30 June 2009

    Selling Expense 551,486,246 330,978,326

    G&A Expense 28,383,657 28,269,103

    Others 288,236 4,958,036

    580,158,139 364,205,465YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    99

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (40) Supplemental Material to Cash flow Statement

    Supplemental Material to Cash flow Statements

    (1) Reconciled the net profit to Cash flow from operating activities

    At 30 June 2010 At 30 June 2009

    Net profit 592,847,395 456,284,455

    Less: Gain on acquisition of subsidiary

    Add: Provision for impairment of assets

    Depreciation 34,848,129 23,067,657

    Intangible assets amortization 2,516,846 1,618,087

    Amortization of long term prepaid

    expenses 784,012 293,728

    Losses on disposal of property, plant and

    equipments 283,954

    Finance costs (7,514,257) (21,581,967))

    Investment income (429,107)

    Increase in deferred tax assets 51,866,565 30,341,576

    Increase in inventories 208,848,368 210,693,456

    Increase in operating receivables 13,633,747 21,063,529

    Increase in operating payables (257,978,810) (6,270,819)

    Net cash flows from operating activities 639,706,842 715,509,702YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    100

    5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

    (40) Supplemental Material to Cash flow Statement (Continued)

    (2) Cash and Cash Equivalents

    At 30 June 2010 At 31 Dec 2009

    Cash 2,143,901,806 1,998,681,278

    Including:

    Petty cash 102,126 218,086

    Bank deposit that can be

    Immediately used to pay 1,076,258,443 1,977,259,840

    Other monetary capital that

    can be immediately used to pay 1,067,541,237 21,203,352

    Closing balance of cash and

    Cash equivalents 2,143,901,806 1,998,681,278YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    101

    6. RELATED PARTY AND RELATED PARTY TRANSACTIONS

    (1) Parent Company

    Name of

    Parent

    Company

    Type of

    Enterprise

    Place of

    Registration

    Legal

    Representative

    Scope of

    business

    Registered

    Capital

    Percentage

    of Shares

    Percentage

    of Voting

    Rights

    Code of the

    Organization

    Changyu

    Group

    Company

    Limited

    Company Yantai

    Liqiang

    Sun Manufacturing 50,000,000 50.4% 50.4% 265 645 824

    By 30 June 2010, there is no change in parent company’s registered capital, holding shares

    or voting rights.

    (2) Subsidiaries

    Please refer to Note 4 (1).

    (3) Other Related Parties

    Nature of related parties

    Code of the

    organization

    Yantai Changyu Travelling

    Company Limited Fellow subsidiary 258 258 654

    Yantai Changyu International

    Window of the Wine City

    Company Limited Fellow subsidiary 672 208 146

    Yantai Shenma Packaging

    Co., Ltd Fellow subsidiary 553 393 350

    (4) Significant related party transactions

    (i) Sales to Related Party

    All related party transactions are based on the negotiated price.

    Till 30 June 2010, sales to related parties are account for less than 1% of the Group’s total

    sales (for 30 June 2009: less than 1%).

    At 30 June 2010 At 30 June 2009

    Yantai Changyu Travelling Co. Ltd. 2,086,866 3,165,176

    Yantai Changyu International Window of the

    Wine City Company Limited 1,694,723 382,931

    3,781,589 3,548,107YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    102

    6. RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)

    (4) Significant related party transactions (Continued)

    (ii) Purchases from Related Party

    All related party transactions are based on the negotiated price.

    Till 30 June 2010, sales to related parties are account for less than 1% of the Group’s total

    sales (for 30 June 2009: less than 1%).

    (iii) Property leasing agreements

    Jan-June 2010 Note lessee

    Assets

    leased

    Amount of

    assets leased

    Beginning

    Date

    Ending

    Date

    Contract

    Amount

    Changyu Group

    Company

    (a)

    Yantai Changyu

    Pioneer Wine

    Company

    Limited

    Warehouse

    and Office

    building

    6,383,000 2007/1/1 2011/12/31 3,191,500

    Jan-June 2009 Note lessee

    Assets

    leased

    Amount of

    assets leased

    Beginning

    Date

    Ending

    Date

    Contract

    Amount

    Changyu Group

    Company

    (a)

    Yantai Changyu

    Pioneer Wine

    Company

    Limited

    Warehouse

    and Office

    building

    6,383,000 2007/1/1 2011/12/31 3,191,500

    (a) Pursuant to a patents implementation license dated 28 November 2006, starting from 1

    January 2007, the Company may rent properties from Changyu Group Company for

    operation purposes at a basic annual rental of RMB 6,383,000, and the expired date is 31

    December 2011. For the half year ended 30 June 2010, the rental expenses payable to

    Changyu Group Company amounted to RMB 3,191,500 (2008: RMB 3,191,500).

    By 30 June 2010, leasing expenses paid to related company are account for 16.63% of the

    Group (By 30 June 2009: 20.95%).

    At 30 June 2010 At 30 June 2009

    Yantai Changyu Travelling Co. Ltd. 1,271,103 3,047,745

    Yantai Changyu International Window of the

    Wine City Company Limited 3,807 58,402

    1,274,910 3,106,147YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    103

    6. RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)

    (iv) Other Significant Related Party Transactions

    Note At 30 June 2010 At 30 June 2009

    Amount Amount

    Trademark license fee (a) 50,430,025 37,573,091

    Patent fee (b) 25,000 25,000

    Total 50,455,025 37,598,091

    All related party transactions are based on the negotiated price.

    (a) Trademarks License

    Pursuant to a trademark’s license 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 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.

    By 30 June 2010, trademark license fee paid to related company are account for 100% of

    the Group (By 30 June 2009: 100%).

    (b) Patents

    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 is RMB

    50,000. 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 is still RMB 50,000. For the year ended 30 June

    2010, the patents usage fee payable to Changyu Group Company amounted to RMB 25,000

    (By 30 June 2009: RMB 25,000).

    By 30 June 2010, patent fee paid to related company are account for 100% of the Group

    (By 30 June 2009: 100%).

    (v) Payroll to the Management by the Board of directors

    At 30 June 2010 At 30 June 2009

    Payroll to the management 2,945,163 3,044,976YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    104

    6. RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)

    (5) Balance of account receivable/other payable of the related parties

    At 30 June 2010 At 30 June 2009

    Account payable

    Yantai Changyu Travelling Co. Ltd. 114,900

    Yantai Changyu International Window of

    the Wine City Company Limited 45,982

    Other payable

    Trademark license paid to parent company 17,235,091 16,224,881

    Yantai Changyu Travelling Co. Ltd 59,180

    These balances are from daily operating activities, and interest free, no determined

    repayment date.

    7. CONTINGENT LIABILITIES

    The Group and the Company did not have any significant contingent liabilities as at balance

    sheet date.

    8. COMMITMENT

    At 30 June 2010 At 31 Dec 2009

    Capital Commitments

    Authorized by the board of directors but not

    contracted 488,000,000 17,030,443

    At 30 June 2010, the Company fulfilled capital commitments in 2009.

    9. POST BALANCE SHEET DATE EVENTS

    There are no any events to be disclosed at the post Balance sheet date.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    105

    10. OTHER SIGNIFICANT EVENTS

    (1) Lease

    As Lessee

    Significant operating lease: the company has total future minimal lease payments under

    non-cancelable contract with leasor are as follow:

    At 30 June 2010 At 31 Dec 2009

    Within One Year 20,726,057 20,454,169

    One Year to Two Years 15,619,272 15,468,241

    Two Years to Three Years 3,796,729 3,562,622

    Three Years and above 10,731,968 12,258,047

    50,874,026 51,743,079

    (2) Segment Report

    Over 99% of the Group’s revenue is generated from domestic customers, and 100% assets

    of the Group are located in mainland China. Since the major customers and operating

    activities are located in mainland China, it is not necessary to disclose detailed

    geographical segment information. The business of the Group is all related to the

    manufacturing and sales of wines, so it is not necessary to disclose business segment

    information.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    106

    11. NOTES TO COMPANY FINANCIAL STATEMENTS

    (1) Trade Receivables

    The normal credit term of trade receivables is one month, which can be extended to three

    months for certain major customers. The trade receivables are interest free.

    The ageing analysis is as follows:

    At 30 June 2010 At 31 Dec 2009

    Within 1 year 10,244,534 13,163,722

    At 30 June 2010, there was no account receivable provision (31 December 2009: Nil).There

    was no bad debt provision accrued or reversed by the management in 2010 (31 December

    2009: Nil)

    At 30 June 2010 At 31 Dec 2009

    Amount % Provision Amount % Provision

    Individually significant 10,244,534 100 13,163,722 100.0

    Others

    10,244,534 100 13,163,722 100.0

    As at 30 June 2010, there was no account receivable due from the Company’s shareholders

    with voting rights of 5% or above. (31 December 2009: Nil)

    As at 30 June 2010, summary of top account receivables amount is as follows:

    Relationship

    with the

    group Amount Aging

    Ratio of total

    receivables %

    First Third party 10,244,534 Within 1 year 100.0

    10,244,534 100.0YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    107

    11. NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)

    (1) Trade Receivables (continued)

    As 31 December 2009, summary of top account receivable amount is as follows:

    Relationship

    with the

    group Amount Aging

    Ratio of total

    receivables %

    First Third party 7,573,194 Within 1 year 57.5

    Second Third party 3,790,528 Within 1 year 28.8

    Third Third party 1,800,000 13.7

    13,163,722 100.0

    At 30 June 2010, no outstanding balance was received from related parties (31 December

    2009: Nil).

    (2) Other Receivables

    The aging analysis is as follows:

    At 30 June 2010 At 31 Dec 2009

    Amount % Bed debt

    provision

    % Amount % Bed debt

    provision

    %

    Individually significant 630,640,783 97.97 8,000,000 1.27 610,311,334 95.1 8,000,000 1.3

    Others 13,030,268 2.03 - 31,105,300

    4.9 - -

    643,671,051 100 8,000,000 1.24-

    641,416,634 100.0

    8,000,000-

    1.25-

    At 30 June 2010 At 31 Dec 2009

    Book Value

    Bad debt

    Provision

    Account

    Balance

    Book

    Value

    Bad debt

    Provision

    Account

    Balance

    Within 1 year 256,833,088 303,587,507 - 303,587,507

    1 to 2 years 375,135,118 325,731,990 - 325,731,990

    2 to 3 years 3,238,702 3,632,994 - 3,632,994

    Over 3 years 8,464,143 8,000,000 464,143 8,464,143

    8,000,000 464,143

    643,671,051 8,000,000 635,671,051 641,416,634 8,000,000 633,416,634YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    108

    11. NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)

    (2) Other Receivables (continued)

    The movement of bad debt provision of other receivables is as follows:

    At

    beginning of

    year

    Accrual At end of

    year

    Jan-Jun 2010 8,000,000 8,000,000

    2009 8,000,000 8,000,000

    As at 30 June 2010, there was no other receivable due from the shareholders with voting

    rights of 5% or above. (31 December 2009: Nil)

    As at 30 June 2010, summary of top 5 other receivables amount is as follows:

    Relationship

    with the group

    Amount Aging Ratio of total

    advances to

    suppliers %

    First related party 247,041,640 Within 1 year 38.86

    Second related party 213,535,000 Within 1 year 33.59

    Third related party 60,000,000 Within 1 year 9.44

    Fourth related party 48,000,000 Within 1 year 7.55

    Fifth related party 39,600,000 Within 1 year 6.23

    608,176,640 95.67

    As at 31 December 2009, summary of top 5 other receivables amount is as follows:

    Relationship

    with the group

    Amount Aging Ratio of total

    advances to

    suppliers %

    First related party 324,566,508 Within 1 year 50.6

    Second related party 150,658,194 Within 1 year 23.4

    Third related party 50,283,910 Within 1 year 7.9

    Fourth related party 37,644,733 Within 1 year 5.9

    Fifth third party 35,573,246 Within 1 year 5.6

    598,726,591 93.4

    At 30 June 2010, the balance of other receivable from related parties is RMB

    622,176,640.about 97.88% of total other receivables. These were all from subsidiaries of

    the Company (2009: the balance of other receivable from related parties is RMB598,

    726,591, about 93.4% of total other receivables).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    109

    11. NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)

    (3) Long-Term Equity Investment

    Initial Cost

    Opening

    Balance

    Movement

    for the year

    Closing

    Balance

    Share

    Holding

    %

    Voting

    Right

    %

    Cash

    Dividends for

    the year

    Cost Method:

    Xinjiang Tianzhu 60,000,000 - 60,000,000 60,000,000 60 60 -

    Vehicular

    Transportation 300,000 300,000 - 300,000 100 100 -

    Kylin Packaging 5,953,878 5,953,878 - 5,953,878 50 62.5 -

    Changyu-Castel 28,968,100 28,968,100 - 28,968,100 70 100 -

    AFIP Tourism 350,000 350,000 - 350,000 70 70 -

    Pioneer International 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 13,413,000 13,413,000 - 13,413,000 51 100 -

    Beijing Chateau 77,000,000 77,000,000 - 77,000,000 70 70 -

    Sales Company 7,200,000 7,200,000 - 7,200,000 90 100

    Langfang Sales 100,000 100,000 - 100,000 10 100 -

    Langfang Castel 12,142,200 12,142,200 - 12,142,200 49 100 -

    Wines Sales 4,500,000 4,500,000 - 4,500,000 90 100 -

    Shanghai Sales 300,000 300,000 - 300,000 30 100 -

    Beijing Sales 350,000 350,000 - 350,000 70 100 -

    Jingyang Sales 100,000 100,000 - 100,000 10 100 -

    Jingyang Wine 900,000 900,000 - 900,000 90 100 -

    Ningxia Wine 1,000,000 1,000,000 - 1,000,000 100 100 -

    Yantai Dingtao 10,000,000 10,000,000 - 10,000,000 18 18 -

    Research & Develop

    Manufacturing Co.,

    Ltd

    100,000,000 100,000,000 100,000,000 100 100

    Ningxia Wine Chateau 2,000,000 2,000,000 2,000,000 100 100

    Shihezi Wine Chateau 2,000,000 2,000,000 2,000,000 100 100

    Changan Wine

    Chateau 2,000,000 2,000,000 2,000,000 100 100

    235,077,178 229,077,178 106,000,000 335,077,178 0

    By 30 June 2010, the ability of transfer of funds from the invested subsidiaries and joint

    ventures to the Company was not restricted.

    At 30 June 2010, there was no impairment provision accrued for these long-term equity

    investments (31 December 2009: Nil).YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    110

    11. NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)

    (4) Revenue and Cost of Sales

    Revenue is as follows:

    At 30 June 2010

    At 30 June 2009

    Income from principal activities 743,849,060 458,755,309

    Other operating income 2,559,077 10,650,932

    746,408,137 469,406,241

    Cost of sales is as follows:

    At 30 June 2010 At 30 June 2009

    Cost from principal activities 552,783,117 341,841,565

    Other operating cost 1,344,433 10,529,371

    554,127,550 352,370,936

    By 30 June 2010, top 5 customers are as follows:

    Amount Percentage of total

    revenue

    %

    First 633,479,816 84.87

    Second 20,486,604 2.74

    Third 9,997,800 1.34

    Fourth 5,123,414 0.69

    Fifth 1,072,634 0.14

    670,160,268 89.78

    In 2010, top 5 customers of the Company are all subsidiaries.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    111

    11. NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)

    (4) Revenue and Cost of Sales (Continued)

    By the first half year of 2009, top 5 customers are as follows:

    Amount

    Percentage of total

    revenue

    %

    First 369,093,962 78.63

    Second 6,009,929 1.28

    Third 2,562,530 0.55

    Fourth 1,709,143 0.36

    Fifth 795,152 0.17

    380,170,716 80.99

    By 30 June 2009, top 5 customers of the Company are all subsidiaries.

    Revenue and Cost of Sales are as follows:

    At 30 June 2010 At 30 June 2009

    Sales of goods 743,849,060 458,755,309

    Rendering services 2,559,077 10,650,932

    746,408,137 469,406,241

    (5) Gain on Investment

    At 30 June 2010 At 30 June 2009

    Gain on equity investment under cost method 151,717,059

    Gain on disposal of trading financial assets 429,107

    429,107 151,717,059

    At 30 June 2010, collecting profit from the investment has no restriction.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    30 June 2010

    112

    11. NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)

    (6) Supplemental Material to Cash flow Statements

    Reconciled the net profit to Cash flow from operating activities

    At 30 June 2010 At 30 June 2009

    Net profit 21,041,868 169,264,620

    Add: Depreciation 14,610,287 14,486,185

    Intangible assets amortization 1,523,705 1,534,538

    Biological assets amortization

    Losses on disposal of property, plant and

    equipments

    Finance costs (7,514,257) (21,530,217)

    Investment income (429,107) (151,717,059)

    Increase in deferred tax assets 11,257,742 631,468

    Increase in inventories 51,892,248 22,912,877

    Increase in operating receivables (6,589,973) (154,444,226)

    Increase in operating payables 377,325,108 444,459,577

    Net cash flows from operating activities 463,117,621 325,597,763

    (7) Cash and Cash Equivalents

    At 30 June 2010 At 31 Dec 2009

    Cash and bank 1,650,828,310 1,159,666,918

    Including: Petty Cash 41,758 46,731

    Bank that can be readily used to pay 583,248,676 1,138,420,187

    Other monetary capital that can be

    readily used to pay 1,067,537,876

    21,200,000

    Cash and cash equivalents at end of year 1,650,828,310 1,159,666,918YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    SUPPLEMENTARY INFORMATION FOR FINANCIAL STATEMENT

    Year ended 31 December 2009

    A-1

    1. DETAILS OF NON-CURRING PROFIT AND LOSS

    Jan-Jun 2010 Jan-Jun 2009

    Gain on disposal of non-current assets, including

    the reversal of accrued impairment provision (283,954) 64,128

    Tax return or relief ultra vires approved, without formal

    documented or occasionally happened 4,507,854 500,000

    Government grant accounted in profit and loss this year

    (except for those that closely related to the operation,

    under national laws or in accordance with certain criteria)

    Gain on fair value change of trading financial assets,

    Trading financial liabilities except for effective hedges

    that closely related to the operation and gain on disposal

    of trading financial assets, trading financial liabilities

    and available for sale financial assets 429,107

    Other non-operating income 227,852 7,814,273

    Amount affected on CIT (1,220,215) (2,094,600)

    Amount affected on non-controlling interest (939,583) (69,996)

    Total 2,721,061 6,213,805YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    SUPPLEMENTARY INFORMATION FOR FINANCIAL STATEMENT (Continued)

    Year ended 31 December 2009

    A-2

    2. RETRUN ON NET ASSETS AND EARNINGS PRE SHARE

    Jan-Jun 2010 Weighted Average

    return on net assets

    (%)

    Basic earnings

    per share

    (RMB)

    Net profit attributable to shareholders of the

    Company 17.04 1.11

    Net profit attributable to shareholders of the

    Company deduct Non-incidental profits 16.97 1.11

    There are no potential dilutive shares outstanding.

    Jan-Jun 2009 Weighted Average

    return on net assets

    (%)

    Basic earnings

    per share

    (RMB)

    Net profit attributable to shareholders of the

    Company 15.82 0.86

    Net profit attributable to shareholders of the

    Company deduct Non-incidental profits 15.63 0.85

    There is no potential dilutive share outstanding.YANTAI CHANGYU PIONEER WINE COMPANY LIMITED

    SUPPLEMENTARY INFORMATION FOR FINANCIAL STATEMENT (Continued)

    Year ended 31 December 2009

    A-2

    7. DOCUMENTS AVAILABLE FOR INSPECTION

    1. Original copy of the Semi-annual Report signed by the Chairman of the Board of

    Directors;

    2. Financial Statements signed by and under the seal of the Chairman of the Board

    of Directors, the General Manager and the Chief of the Accounting Department;

    3. All the originals of the Company’s documents and public notice disclosed in the

    newspapers designated by the Securities Supervision Committee of China in the

    report period;

    4. Original copy of the Articles of Association;

    5. Other related documents.

    Yantai Changyu Pioneer Wine Company Limited

    Board of Directors

    August 7th, 2010