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 54 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